Common use of ASSIGNMENT AND SUBLEASE Clause in Contracts

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease without the exclusive Without prior written consent of Landlord and Lessor, which will not be unreasonable withheld, Lessee shall not (1) assign, transfer, pledge, or hypothecate this Lease, sublet the Property, or any mortgagee. Notwithstanding part thereof, or any interest therein; or (2) sublet the foregoingProperty, Tenant or any part thereof, or permit the Property to be used for any purpose not permitted by this Lease; (b) Lessor may assign this Lease Lease, and any assignee of Lessor may assign the same provided, such assignment shall in no way encumber Lessee with any additional obligations other than those set forth in these Terms and Conditions or limit any rights provided Lessee hereunder including its right to any person which is a successor to Tenant as permitted by the terms peaceful possession and use of the Note AgreementProperty, nor shall Lessee be required to execute any additional documents except a UCC-financing statement to perfect such assignees’ or new owners’ security interest in the Property. If this Lease is All rights of Lessor hereunder may be assigned, pledged, transferred, or otherwise disposed of, in whole or in part, upon providing Lessee with prompt written notice thereof; (c) If Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under assigns this Lease, including or if it is reassigned by any accrued obligations assignee, Lessee’s duty to make payments hereunder will by fully discharged by directing such payments to the last assignee of which it has been given written notice at the time address to be included in said notice, and Lessor hereby agrees to indemnify Lessee against any claims which may arise, over and above those obligations undertaken by Lessee in this Lease because of the effective date failure of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate Lessor to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive promptly or properly accomplish any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assigneesub-assignment) of its obligations rights hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease promptly or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion properly notify Lessee thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the event of any permitted assignment or subletting to a Permitted Transferee, Tenant shall be released from further liability hereunder with regard to such assigned or sublet portion of the Leased Premises for the term of same. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord's right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord's reasonable opinion the Leased Premises or Building are no Events or may be in any way adversely affected by the business reputation of Defaults hereunder the proposed assignee or under subtenant is unacceptable. If Landlord refuses to give its consent to any proposed assignment or subletting of all or substantially all of the Note AgreementLeased Premises, as defined herein Landlord may, at its option, within thirty (30) days after receiving notice of the proposal, terminate this Lease by giving Tenant one hundred twenty (120) days' prior written notice of such termination, whereupon each party shall be released from all further obligations and thereinliability hereunder. Notwithstanding the foregoing, Tenant may assign this the Lease or sublease all or any portion of the Demised Leased Premises subject without Landlord's consent to any of the terms hereoffollowing (a "Permitted Transferee"): (i) any successor corporation or other entity resulting from a public offering, merger or consolidation of Tenant; (ii) any purchaser of all or substantially all of Tenant's assets; or (iii) any entity which controls, is controlled by, or is under common control with Tenant. Tenant shall not assign this Lease without the exclusive prior written consent of give Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion thirty (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (1030) days prior to the commencement written notice of such sublease assignment or assignmentsublease. Any assignee Permitted Transferee shall assume, by instrument assume in form and content satisfactory to Landlord, the due performance of writing all of Tenant's obligations under this Lease, including any accrued obligations . Tenant shall nevertheless at the time of the effective date of the assignment, all times remain fully responsible and such assumption agreement shall state that the same is made by the assignee liable for the express benefit payment of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject rent and subordinate to the performance and observance of all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at LandlordTenant's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of other obligations under this Lease. No sublease Nothing in this paragraph is intended to nor shall be permitted hereby unless permit Tenant to transfer its interest under this Lease as part of a condition fraud or subterfuge to effectiveness thereofintentionally avoid its obligations under this Lease (for example, Tenant shall have assigned transferring its interest to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or sublettinga shell corporation that subsequently files a bankruptcy), including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease such transfer shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations constitute a Default hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, (a) Other than a Permitted Transfer (as defined herein and thereinbelow), Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. In the event of any permitted assignment or subletting, Tenant shall remain primarily liable hereunder. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Any assignment or sublease consented to by Landlord shall not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or may be in any mortgagee. way materially adversely affected; (ii) the business reputation or use of the proposed assignee or subtenant is unacceptable to Landlord in its reasonable discretion; (iii) the financial worth of the proposed assignee or subtenant is reasonably believed to be insufficient to meet the obligations hereunder; (iv) the prospective assignee or subtenant is a current tenant at the Building or is a bona-fide third-party prospective tenant and Landlord has available space for such prospective, or (v) the use of the transferee is illegal or may violate any use protections or restrictions granted for the benefit of other tenants in the Building. (c) Xxxxxx agrees to reimburse Landlord, upon demand, for the actual and reasonable out-of-pocket accounting fees, attorneys’ fees and other expenses incurred by Landlord, including, without limitation, all fees and expenses incurred by Xxxxxxxx’s lender and chargeable to Landlord, in conjunction with the processing and documentation of any requested assignment, subletting or any other hypothecation of this Lease or Xxxxxx’s interest in and to the Leased Premises as consideration for Landlord’s consent, not to exceed, however, Two Thousand Five Hundred and No/100 Dollars ($2,500.00). (d) Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Leased Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's ’s written consent but upon prior written consent notice to Landlord, in each connection with a Permitted Transfer (as hereinafter defined), subject to all the terms and every instance conditions of this Lease, provided that the tenant or subtenant under a Permitted Transfer assumes in written form and substance satisfactory to Landlord all of Tenant’s obligations under this Lease and the original entity executing this Lease as “Tenant” remains fully liable under this Lease. As used herein, “Permitted Transfer” means (i) an assignment to an entity that controls, is controlled by, or is under common control with Tenant or any business entity which consent may be withheld has purchased all or delayed substantially all of Tenant’s assets or ownership interests, and (ii) a sublease of the Leased Premises to a subtenant and for a use approved by Landlord, so long as above providedsuch subtenant is (1) occupying less than fifty permitted (50%) of the Leased Premises, or (2) occupying more than fifty percent (50%) for less than fifty percent (50%) of the time. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies, or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise. Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder, or if Tenant no longer exists because of a merger, consolidation, or acquisition, the surviving or acquiring entity shall expressly assume in writing the obligations of Tenant hereunder. Additionally, the tenant or subtenant, as applicable, under a Permitted Transfer shall comply with all of the terms and conditions of this Lease, including the Permitted Use. No such further assignment or subleasing shall relieve Tenant from later than ten (10) business days prior to the effective date of any Permitted Transfer, Xxxxxx agrees to furnish Landlord with (A) copies of the instrument effecting any of the foregoing transfers, (B) documentation establishing Tenant's obligations ’s satisfaction of the requirements set forth above applicable to any such transfer, and (C) evidence of insurance as required under this Lease with respect to the such proposed tenant or subtenant under the Permitted Transfer. The occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent transfers. Notwithstanding the foregoing, nothing in this paragraph is intended to or shall permit Tenant to transfer its interest under this Lease containedas part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files for bankruptcy protection) and such transfer shall be void.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. In the event of Landlord and any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant may assign shall remain primarily liable hereunder. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to any person which is be a successor consent to Tenant as permitted by the terms assignment of this Lease or the subletting of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord's consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord's reasonable opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee is insufficient to comply meet the obligations under the assignment. (c) If Tenant shall make any assignment or sublease, with all terms Landlord's reasonable consent, for a rental in excess of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement Tenant shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn pay to Landlord fifty percent (50%) of any such excess rental upon receipt, less reasonable cost of subleasing (including commissions, advertising costs, reasonable consulting fees or permits, legal costs and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleasetenant improvement costs). Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys' fees incurred in conjunction with the cost processing and documentation of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any requested assignment of this Lease or of Tenant's interest or estate in and to the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedconsent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder The Lessee covenants and agrees not to encumber or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease sublet all or any portion part of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease leased premises without the exclusive prior written consent of Landlord the Lessor, which consent the Lessor covenants and agrees shall not be unreasonably withheld. Lessee shall provide Lessor with written notice of any mortgageeproposed assignment or sublease at least thirty (30) days prior to any proposed effective date of assignment or sublease. If Lessor fails to provide Lessee with notice of whether such assignment or sublease is approved within thirty (30) days of receipt by Lessor of such request, such inaction by Lessor shall constitute consent. Notwithstanding the foregoing, Tenant may Lessee has the right to assign or sublet this Lease as long as the guarantee executed by Diagnostic Retrieval Systems, Inc. remains in full force and effect and said company has a financial worth at least comparable to that on the date this Lease and Guarantee are executed. Any such assignment shall in no way relieve the Lessee from any person which is a successor to Tenant as permitted by obligations hereunder for the terms payment of rents or the performance of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the termsconditions, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination provisions of this Lease. No sublease In no event shall Lessee assign or sublet the leased premises for any terms, conditions and covenants other than those contained herein, except that Lessee may assign or sublet to another person for different rent or a different use as long as such use complies with all applicable regulations regarding the use and operation of businesses located in the leased premises. In no event shall this Lease be permitted hereby unless as a condition to effectiveness thereofassigned or be assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, Tenant and in no event shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations this Lease or any party responsible for Tenant's obligations shall give its written consent to such assignment rights or sublease and confirm that its obligations privileges hereunder be an asset of Lessee under any bankruptcy, insolvency or reorganization proceedings. Lessor shall not be affected by such assignment or sublease, and, provided, further, that if any modification to liable nor shall the Lease is proposed to leased premises be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord subject to any sublease of the Demised Premisesmechanics, materialmans, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate other type liens and Lessee shall keep the premises and property in which the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant leased premises are situated free from any such liens caused by acts of Tenant's obligations in this Lease containedLessee and shall indemnify Lessor against and satisfy any such liens which may obtain because of acts of Lessee notwithstanding the foregoing provision.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, (a) Except as defined herein and thereinotherwise provided in this Lease, Tenant may assign will not voluntarily or involuntarily assign, mortgage or pledge this Lease without Landlord’s prior written consent, not to be unreasonably withheld, conditioned or sublease delayed. Tenant may not sublet all or any a portion of the Demised Premises Premises, without Lxxxxxxx’s prior written consent, and such subletting, assignment, pledging or other transfer shall be subject at all times to the terms of this Lease. If Landlord consents to an assignment or sublease, Landlord will document its consent, but any request for consent to an assignment must be accompanied by a true and complete executed copy of the assignment or sublease Tenant proposes. Lxxxxxxx’s consent to one assignment or sublease is not consent to any other assignment or sublease. (b) Unless Tenant is a corporation of which all the outstanding share of stock regularly entitled to vote for the election of directors of the corporation are listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, an amended), the voluntary or involuntary transfer, whether directly or indirectly, of stock, partnership interest, membership interest or other ownership interests of Tenant shall be deemed to be an assignment of this Lease subject to the terms of this Article VII. (c) No assignment, whether in violation hereof. , approved by Landlord or permitted under this Article VII or a sublease permitted under this Article VII relieves Tenant shall not assign this Lease without from liability or the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant obligation to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect Lease and void. Except as permitted herebynotwithstanding any such assignments or subleases, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in continue to remain fully liable for all liabilities and obligations under this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedLease.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Lessee may not mortgage, pledge, hypothecate, assign, transfer, sublet or under otherwise deal with this Lease or the Note Agreement, Premises in any manner except as defined herein and therein, Tenant may specifically provided for in this Section 8: (A) In the event that the Lessee desires to assign this Lease or sublease all or any portion of the Demised Premises subject to any other party, the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original conditions of such sublease or assignment and the identity of the sublessee or assignee, provided all by means of an executed agreement conditioned on Lessor's approval, shall be communicated to the Lessor in writing not less than thirty (30) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee within fifteen (15) Business Days following Lessor's receipt of the above-referenced agreement, to terminate the within Lease and recapture Premises (or the part thereof relating to the assignment or sublease) so that such prospective sublessee or assignee shall then become the direct lessee of Lessor hereunder, or alternatively to recapture said Premises and cancel this Lease whereupon Lessee shall be fully released from any and all obligations hereunder. (B) In the event that the Lessor elects not to recapture the Premises or cancel this Lease or part thereof as the case may be in accordance with (A) above, the Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Premises so offered to Lessor, subject to the Lessor's prior written consent, and subject to the consent of any mortgagee, trust deed holder or ground lessor, on the basis of the terms and conditions enumerated herein in this Subsection 8 (B). Lessor shall not consent, and shall not be deemed unreasonable for failure to consent, to any proposed sublease or an assignment of the Lease to a tenant, subtenant or other occupant of the Building or Complex (or to a subsidiary or affiliate thereof), or if, in the judgment of Lessor, the business of such proposed subtenant or assignee is not compatible with the type of occupancy of the Building, violates any exclusive granted to any other tenant in the Building, or such business will create increased use of the Common Facilities of the Parcel and/or Building or if the proposed sublease or assignment is to any State, Federal or municipal agency or bureau or if such mortgagee, trust deed holder or ground lessor does not consent thereto. The provisions of Section 5(I) also shall apply hereto. In connection with any request for Lessor to consent to an assignment or subletting: (1) The Lessee shall provide to the Lessor the name and address of the assignee or sublessee, and copies of financial reports certified by an officer of the transferee and other relevant financial information of the assignee or sublessee reasonably required by Lessor. (2) The assignee or sublessee shall assume, by written instrument, all of the obligations of Lessee under this Lease, and a copy of such assumption agreement shall be furnished to the Lessor within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee's rights against the Lessor shall be no greater than those of the Lessee and any sublease shall expressly acknowledge that Lessor and sublessee are not in privity of contract. (3) The Lessee and each assignee or subtenant shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Term Fixed Basic Rent and Additional Rent reserved herein as and when required to be paid, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. (4) The Lessee and any assignee or subtenant shall promptly pay to Lessor any consideration received for any assignment or all of the rent (Fixed Basic Rent and Additional Rent), and any other consideration payable by the subtenant to Lessee under or in connection with the sublease, as and when received, in excess of the Term Fixed Basic Rent and Additional Rent required to be paid by Lessee for the period affected by said assignment or sublease for the area sublet, computed on the basis of an average square foot rent for the gross square footage Lessee has leased. (5) In any event, the acceptance by the Lessor of any rent (Fixed Basic Rent and Additional Rent) from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease nor, without express written consent to any assignment or sublease, operate as Lessor's consent to an assignment or sublease. (6) Lessor shall require a Five Hundred and 00/100 ($500.00) Dollar payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. (7) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor for money damages by reason of any refusal, withholding or delaying by Lessor of any consent, and in such event, Lessee's only remedies therefor (if any) shall be an action for specific performance, injunction or declaratory judgment to enforce any such requirement. (C) In the event that any or all of Lessee's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee's interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the "GRANTOR") , for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a "DISPOSITION"), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Lessor shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee's interest by such Disposition, and the exercise of the option by Lessor shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accepts such offer of first refusal, the transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two (2%) percent of the price sought from Lessor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. (D) Without limiting any of the provisions of Sections 13 and 14, if pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted having the same general purpose), or if pursuant to any State insolvency or bankruptcy law, Lessee is permitted to assign this Lease, notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such code or law shall be deemed to mean the deposit of cash security in an amount equal to the sum of one (1) year's Term Fixed Basic Rent and Additional Rent for the next succeeding twelve (12) months (which Additional Rent shall be reasonably estimated by Lessor) , which deposit shall be held by Lessor for the balance of the Term, without interest, as Additional Security Deposit, as hereinafter defined, for the full performance of all of Lessee's obligations under this Lease, to be held and applied in the manner specified for the Security Deposit in Section 17 hereof. (E) The sale, issuance or transfer of equity interests or change in control of Lessee or any Affiliate shall be deemed an assignment of this Lease unless: (a) it involves the sale or issuance of securities registered under the Securities Act of 1933, as amended, (b) it is made amongst the existing principals of Lessee or any Affiliate, or (c) it results from the death of a principal of Lessee or any Affiliate. (F) Except as specifically set forth above, no portion of, or any right to use or occupy all or any of, the Demised Premises or of Lessee's interest in this Lease may be acquired by any other person or entity, directly or indirectly, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Lessee, nor shall Lessee pledge its interest in this Lease or in any Security Deposit required hereunder. (G) If Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of this Section 8 shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a trust, partnership, limited liability company, limited liability partnership or joint venture (an "ENTITY"), said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such Entity (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership or membership interests) which results in a change of control of such Entity as if such transfer of an interest in the distributions of profits and losses of such Entity which results in a change of control of such Entity were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee's assets are transferred or to any corporation which controls or is controlled by Lessee or is under common control with Lessee, provided that in the event of such merger, consolidation or transfer of all or substantially all of Lessee's assets, (i) the successor to Lessee has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Lessee immediately prior to such merger, consolidation or transfer or (b) the net worth of Lessee herein named on the date of this Lease, and (ii) proof satisfactory to Lessor of such net worth shall have been delivered to Landlord Lessor at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and any such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedtransaction.

ASSIGNMENT AND SUBLEASE. Provided there are no Events a. In the event Tenant desires to assign this Lease or sublease all or part of Defaults the Premises to any other party, Tenant shall provide written notice of the terms and conditions of such assignment or sublease to Landlord prior to the effective date of any such sublease or assignment, and, prior to such effective date, Landlord shall have the option, exercisable by written notice to Tenant within twenty (20) business days of Landlord’s receipt of written notice from Tenant, to recapture (in the case of subletting) that portion of the Premises to be sublet or all of the Premises (in the case of an assignment) (“Recapture Space”) whereupon this Lease shall be terminated with respect to the Recapture Space and Landlord and Tenant shall be fully released from any and all obligations hereunder with respect to the Recapture Space thereafter accruing, except for any obligations expressly provided herein to survive the expiration or under termination of this Lease. b. In the Note Agreement, event that Landlord elects not to recapture the Recapture Space as defined herein and thereinprovided in Section 24(a) above, Tenant may assign this Lease or sublease all sublet the whole or any portion of the Demised Premises Premises, subject to Landlord’s prior written consent, not to be unreasonably withheld, conditioned or delayed, on the basis of the following terms and conditions: i. Tenant shall provide to Landlord the following: (1) The name and address of the proposed assignee or subtenant; (2) All the terms hereofand conditions of the assignment or subletting; (3) The nature and character of the business of the proposed assignee or subtenant; (4) Banking, financial and other credit information relating to the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the proposed assignee’s or sublessee’s financial responsibility; and (5) In the event of a subleasing of only a portion of the Premises, plans and specifications for Tenants layout, partitioning, and electrical installations for the portion of the Premises to be subleased. ii. Tenant acknowledges that it shall not be unreasonable for Landlord to withhold its consent if Tenant shall seek to assign or sublet to the following: (1) To a government or quasi-government agency; (2) To an entity whose financial or business character is not consistent with the other tenants in the Building; (3) To an existing tenant of the Building; (4) [intentionally omitted.]; or (5) To a tenant or prospect with whom Landlord currently is negotiating for existing space in the Building that is available or may become available. iii. The assignee or subtenant shall assume, by written instrument, all of the obligations of Tenant as provided by this Lease, and a copy of such assumption agreement shall be furnished to Landlord within ten (10) days of its execution, provided, however, any such subtenants shall only be obligated to assume Tenant’s obligations arising under this Lease without with respect to the exclusive prior written portion of the Premises sublet. Any sublease shall expressly acknowledge that said subtenant’s rights in and to the Premises shall be no greater than those of Tenant, In addition, any request by Tenant for Landlord’s consent to an assignment or sublease shall not include any option or right of Landlord and expansion, renewal, first refusal, or any mortgagee. Notwithstanding other right or option with respect to the foregoingPremises, any other portion of the Building or for any period of time beyond the original Term, Tenant may assign hereby acknowledging that such rights and options, if any, are personal to Tenant. iv. Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease to any person which is a successor to Tenant as permitted by Lease, including, but not limited to, the terms payment of the Note Agreement. If this Lease is assigned, Lessor may collect Base Fixed Basic Rent and Additional Rent directly from such assignee. If reserved herein, through the entire Term, as the same may be renewed, extended or otherwise modified. v. Tenant and any part assignee or subtenant, as applicable, shall promptly pay to Landlord fifty percent (50%) of the Demised Premises is sublet difference between the rent paid by such subtenant or assignee on a monthly basis and any Event the amount of Default exists hereunderrent due for such month pursuant to this Lease, Landlord may collect Base Rent after deducting its reasonable expenses incurred for brokerage commissions, reasonable legal fees and Additional Rent from tenant improvements for such subtenant. Any assignment or sublease shall require sublease. vi. In any event, the acceptance by Landlord of any rent from the assignee or subtenant from any of the subtenants or the failure of Landlord to comply insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Tenant herein, nor any assignee or subtenant, from any and all of the obligations to be performed by it in accordance herewith during and for the entire Term. vii. Tenant shall pay to Landlord the sum of Two Thousand Five Hundred Dollars ($2,500.00) to cover its handling charges for each consent to any sublet or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with all terms of this Lease except for respect to any sublease term, which assertion that Landlord’s failure to consent to any sublet or assignment is unreasonable shall be at Tenant's discretion the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord’s actions in refusing to consent thereto. viii. Tenant or its agent shall not advertise or publicize in a publication any rental information or asking rents of the Premises or any portion thereof, including, without limitation, in a flyer, newspaper, website, trade publication or other literature or venue. c. If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Section 24(a) hereof shall apply to a transfer (but however accomplished, whether in no event extend beyond a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the term issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease), and if Tenant is a duplicate original partnership, limited liability company or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such sublease partnership, limited liability company or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership or member interests) which results in a change of control of such a partnership, limited liability company or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership, limited liability company or joint venture were an assignment of this Lease; but said provisions shall be not apply to, and Tenant shall have the right to assign or sublet this Lease without Landlord’s prior consent in connection with, transactions with an entity into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant’s assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in the event of such merger, consolidation or transfer of all or substantially all of Tenant’s assets (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of Tenant herein named on the date of this Lease, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (101 0) days prior to the commencement effective date of any such sublease transaction. d. Without limiting any of the provisions of this Section 24, if pursuant to the Federal Bankruptcy Code (herein referred to as the “Code”), or assignment. Any any similar law hereafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall assumebe deemed to mean the deposit of cash security in an amount equal to the sum of one year’s Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall he held by instrument in form and content satisfactory to LandlordLandlord for the balance of the Term, without interest, as security for the due full performance of all of Tenant's ’s obligations under this Lease, including to be held and applied in the manner specified for any accrued obligations at the time security deposit required hereunder. e. Except as specifically set forth above, no portion of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease Premises or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its ’s interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding may be acquired by any consent other person or entity, whether by Landlord to any sublease assignment, mortgage, sublease, transfer, operation of the Demised Premises, law or any portion thereof, act of Tenant or to any assignment change of this Lease or control of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Tenant pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and thereinthat Tenant shall not be in default hereunder, Tenant may assign this the Lease or sublease all the Premises to any party, subject to the following: (a) In the event that Tenant desires to sublease the whole or any portion of the Demised Premises subject to or assign the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this within Lease to any person which is a successor to Tenant as permitted by other party, the terms and conditions of such sublease or assignment, together with the name and address of the Note Agreementproposed assignee or sublessee, financial statements prepared by a certified public accountant, certified to the President of the proposed assignee or sublessee; the nature and character of the business of the proposed sublessee or assignee; and any other information requested by Landlord reasonably calculated to enable Landlord to determine the proposed assignee or sublessee's financial responsibility, shall be communicated to Landlord in writing no later than sixty (60) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, Landlord shall have the option, exercisable in writing to Tenant, to recapture the within Lease so that such prospective sublessee or assignee shall then become the sole Tenant of Landlord hereunder, or alternatively, to recapture said space, provided the aggregate of all subleased space as recaptured exceeds 15,000 square feet and the sublease as recaptured is for the balance of the term less one (1) day. If Upon receipt by Tenant of said notification of intent to recapture, Tenant shall then remove itself and all of its personal property from the Demised Premises pursuant to all the terms, conditions and provisions of this Lease is assignedand in accordance with Paragraph 5 of this Lease pertaining to Tenant's removal and restoration of the Demised Premises. In the event Landlord shall recapture the Demised Premises pursuant to this Paragraph as above stated, Lessor may collect Base the Tenant's obligation to pay Rent and Additional Rent directly from such assignee. If any part all other payments due hereunder shall continue until Tenant has completed its removal and restoration of the Demised Premises is sublet pursuant thereto. Tenant shall be required to pay the full monthly rental for every month or any portion thereof in which it remains in occupancy hereunder up to and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent until it has completed its removal from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply Demised Premises in accordance with all of the terms of this Lease except for and Landlord has retaken possession thereof. After Tenant's removal from the Demised Premises and restoration of same, and Landlord has retaken possession thereof, this Lease shall terminate, cease and come to an end. (b) In the event that Landlord elects not to recapture the Lease as hereinabove provided, Tenant may nevertheless assign this Lease or sublet the whole or any sublease termportion of the Premises, subject to the Landlord's prior written consent, which consent shall not be at Tenant's discretion (but unreasonably withheldor unduly delayed; provided, however, that Landlord shall not be deemed unreasonable if it refuses to consent to any proposed sublease or assignment of the Lease to any tenant, subtenant or other occupant of the Building, or, if, in no event extend beyond the term reasonable judgment of this Lease)Landlord, and a duplicate original the business of such proposed subtenant or assignee is not compatible with the type of occupancy of the Building,and subject to the consent of any mortgagee, trust deed holder, or ground lessor, on the basis of the following terms and conditions: (1) The Demised Premises shall not, without Landlord's prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental rate lower than the higher of (a) the annual Rent then payable, or (b) the then prevailing rental rate for other space in the Building. (2) The terms and conditions of the sublease or assignment shall not be delivered materially altered from those terms and conditions previously communicated to Landlord. (3) The assignee or sublessee shall assume, by written instrument satisfactory to Landlord, exercising reasonable discretion, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to Landlord at least within ten (10) days prior to the commencement of such sublease or assignment. Any its execution. (4) Tenant and each assignee shall assume, by instrument in form be and content satisfactory to Landlord, remain liable for the due performance observance of all the covenants and provisions of Tenant's obligations under this Lease, including including, but not limited to, the payment of Rent reserved herein, throughout the Term, as the same may be renewed, extended or otherwise modified. (5) Tenant and any accrued obligations at the time assignee shall promptly pay to Landlord fifty (50%) percent of any consideration received for any assignment or sublet and/or all of the effective date Rent received by Tenant in excess of the assignmentRent required to be paid by Tenant for the area assigned or sublet, computed on the basis of an average square foot rent for the gross square footage Tenant has leased, except that Tenant shall in such instance be entitled to retain one hundred (100%) percent of any compensation received for furniture and equipment without sharing it with Landlord, provided such assumption agreement shall state that compensation is at fair market value. (6) In any event, the same is made acceptance by Landlord of any Fixed Basic Rent or Additional Rent from the assignee for or from any of the express benefit subtenants, or the failure of Landlord as to insist upon a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all strict performance of any of the terms, conditions, and covenants and conditions of contained herein, shall not release Tenant herein, nor any assignee assuming this Lease or sublessee, from any and to all of the rights of obligations herein during and for the entire Term. (7) Tenant shall deposit with Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, a sum equal to three (3) months rent to be paid by the sublessee thereunder will, at or assignee as and for an additional Security Deposit to be held by Landlord in accordance with the terms of Paragraph 16 hereof. (8) Landlord shall require a Seven Hundred Fifty and 00/100 ($750.00) Dollar payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord's optionfailure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance, attorn to and Tenant shall have no other claim or cause of action against Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination Landlord's actions in refusing to consent thereto. (c) Any sublet or assignment to a parent, subsidiary, affiliate (as hereinafter defined) or successor entity of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification subject to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect Subparagraphs (a) and void. Except as permitted hereby, Tenant (b)(5) hereof and shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without require Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing consent, but all other provisions of this Paragraph shall relieve Tenant from any of Tenant's obligations in this Lease containedapply.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note AgreementSubtenant, as defined herein and thereinlong as it complies with the provisions of Article 14 of the Master Lease, Tenant may shall have the right to assign this Lease Sublease, or sublease all or any portion of the Demised Premises subject to Sublease Premises, upon receipt of the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgageeSublandlord. Notwithstanding Provided, however, notwithstanding anything to the foregoingcontrary contained in this Sublease, Tenant may assign this Lease to any person which is in the event Subtenant contemplates a successor to Tenant as permitted by the terms transfer of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If all or any part of the Demised Premises, Subtenant shall give Sublandlord notice (the “Intention to Transfer Notice”) of such contemplated transfer (whether or not the contemplated transferee or the terms of such contemplated transfer have been determined). The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Sublease Premises which Subtenant intends to transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated transfer, and shall specify that such Intention to Transfer Notice is sublet delivered to Sublandlord pursuant to this Section 22 in order to allow Sublandlord to elect to recapture the Contemplated Transfer Space. Thereafter, Sublandlord shall have the option, by giving written notice to Subtenant within thirty (30) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Such recapture shall cancel and any Event terminate this Sublease with respect to such Contemplated Transfer Space as of Default exists hereunderthe Contemplated Effective Date. If Sublandlord declines, Landlord may collect Base Rent and Additional Rent from or fails to elect in a timely manner, to recapture such subtenant. Any assignment or sublease shall require Contemplated Transfer Space under this Section 22, then, subject to the assignee or subtenant to comply with all other terms of this Lease except Section 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Sublandlord shall not have any sublease termright to recapture the Contemplated Transfer Space with respect to any transfer made during the Six Month Period, which provided that any such transfer is substantially on the terms set forth in the Intention to Transfer Notice, and provided further that any such transfer shall be at Tenant's discretion subject to the remaining terms of this Section 22. If such a transfer is not so consummated within the Six Month Period (but in no event extend beyond or if a transfer is so consummated, then upon the expiration of the term of this Leaseany transfer of such Contemplated Transfer Space consummated within such Six Month Period), and Subtenant shall again be required to submit a duplicate original of such sublease or assignment shall be delivered new Intention to Landlord at least ten (10) days prior Transfer Notice to the commencement of such sublease or assignmentSublandlord with respect to any contemplated transfer, as provided above in this Section 22. Any assignee shall assume, by instrument in form and content satisfactory If Sublandlord does not elect to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignmentrecapture, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, if as a result of the termination of this Lease. No sublease shall be permitted hereby unless sublease, Subtenant receives from the sub-sublessee a Transfer Premium (as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made defined in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any Section 14.3 of the foregoing. No assignment or sublease Master Lease), then Subtenant shall be made unless any guarantor pay Sublandlord 50% of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease Transfer Premium as and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedwhen received.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent consent. In the event of Landlord any assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingrenewal, extension, expansion, rights of first offer, rights of first refusal or other rights or options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or may be in any way materially and adversely affected so as to reduce the value thereof; (ii) the business reputation of the proposed assignee or subtenant is reasonably unacceptable and will materially and adversely diminish the value of the Building; (iii) the financial worth of the proposed assignee or subtenant is reasonably insufficient to comply meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a current tenant at the Park or is a bona-fide third-party prospective tenant. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building. (c) If Tenant shall make any assignment or sublease, with all terms Landlord’s consent, for a rental in excess of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, including any accrued obligations at the time following Tenant’s recoupment of the effective date of the assignmentits reasonable and actual costs associated therewith (such as commissions, legal fees and such assumption agreement build-out costs) Tenant shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn pay to Landlord and waive fifty percent (50%) of any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleaseexcess rental upon receipt. Tenant agrees to pay on behalf of Landlord any $750.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed Leased Premises as above provided. No such further assignment or subleasing shall relieve Tenant from any of a condition to Landlord processing Tenant's obligations in this Lease contained’s request.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreementa) Subject to Section 21(b) below, as defined herein and therein, Tenant Cleveland Municipal School District may assign this Lease or sublease all or any a portion of the Demised Premises subject to an entity engaged in the terms hereofmission to educate Cleveland's children. Tenant shall provide written notice of the terms and conditions of such sublease to Landlord prior to the effective date. b) The Tenant shall provide to the Landlord the following: (i) The name and address and address of the subtenant; (ii) All the terms and conditions of the subletting; (iii) The nature and character of the business of the subtenant; (iv) Any sublease shall expressly acknowledge that said subtenant’s rights against Landlord shall be no greater than those of Tenant. In addition, any request by Tenant for Landlord’s consent to an assignment or sublease shall not assign this Lease without include any option or right of expansion, renewal, first refusal, option to purchase, or any other right or option with respect to the exclusive prior written consent Premises, any other portion of Landlord and the Building or for any mortgagee. Notwithstanding period of time beyond the foregoingoriginal Term, Tenant may assign hereby acknowledging that such rights and options, if any, are personal to Tenant. (v) The Tenant and each assignee and sublessee shall be and remain liable for the observance of all the covenants and provisions of this Lease to any person which is a successor to Tenant as permitted by Lease, including, but not limited to, the terms payment of the Note Agreement. If this Lease is assigned, Lessor may collect Base Fixed Basic Rent and Additional Rent directly reserved herein, through the entire Term, as the same may be renewed, extended or otherwise modified. (vi) In any event, the acceptance by the Landlord of any rent from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant from any of the subtenants or assignees or the failure of the Landlord to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and insist upon a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due strict performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, conditions and covenants herein shall not release the Tenant herein, nor any assignee or subtenant, from any and conditions of this Lease and to all of the rights obligations to be performed by it in accordance herewith during and for the entire Term. c) Except as specifically set forth above, no portion of Landlord hereunder; and the Premises or of Tenant’s interest in the event this Lease shall terminate before the expiration of such may be acquired by any other person or entity, whether by assignment, mortgage, sublease, the sublessee thereunder willtransfer, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease operation of law or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor act of the Tenant's obligations or any party responsible for Tenant's obligations , nor shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent consent. In the event of Landlord and any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant may assign shall remain primarily liable hereunder, and, except for a sublet or assignment to a Permitted Transferee (as hereinafter defined), any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent by Landlord from any other person or entity shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease hereunder. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or may be materially adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms meet the obligations of this Lease except Tenant hereunder, or (iv) the prospective assignee or subtenant is a current tenant of Landlord or its affiliate in 301 or 801 (each as defined in Section 17.02 below) or is a bona-fide third-party prospective tenant of Landlord or its affiliate in 301 or 801 and Landlord then has substantially similar space available for lease. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the rent publicly advertised for similar premises in the Building. Landlord agrees that Landlord shall not have the right to withhold consent to a proposed assignment or sublease term, which shall be at Tenant's discretion if such proposed assignee or subtenant meets the requirements of clauses (but in no event extend beyond the term of this Leasei), (ii) and (iv) above and has a duplicate original tangible net worth of such sublease or assignment shall be delivered to Landlord at least ten $200,000,000.00. (10c) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in and to the Leased Premises as consideration for Landlord’s consent. The provisions of this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing Section 11.01(c) shall relieve Tenant from any of Tenant's obligations in this Lease containednot apply to a Permitted Transferee.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Lessee may not mortgage, pledge, hypothecate, assign, transfer, sublet or under the Note Agreement, as defined herein and therein, Tenant may assign otherwise deal with this Lease or the Premises in any manner except as specifically provided for in this Section 8: (A) In the event that the Lessee desires to sublease or assign the Premises or sublease all or any portion of the Demised Premises subject to any other party, the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original conditions of such sublease or assignment and the identity of the sublessee or assignee, provided all by means of an executed agreement conditioned on Lessor’s approval, shall be communicated to the Lessor in writing not less than thirty (30) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee within twenty (20) days following Lessor’s receipt of the above-referenced agreement, to recapture the within Lease so that such prospective sublessee or assignee shall then become the sole lessee of Lessor hereunder or alternatively to recapture said space and the within Lessee shall be fully released from any and all obligations hereunder. (B) In the event that the Lessor elects not to recapture the Lease or part thereof as the case may be in accordance with (A) above, the Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Premises so offered to Lessor, subject to the Lessor’s prior written consent, which consent shall not be unreasonably withheld, and subject to the consent of any mortgagee, trust deed holder or ground lessor, on the basis of the terms and conditions enumerated herein in this Subsection 8(B). However, Lessor shall not be deemed unreasonable if it refuses to consent to any proposed sublease or an assignment of the Lease to a tenant, subtenant or other occupant of the Building or Complex (or to a subsidiary or affiliate), or if, in the reasonable judgment of Lessor, the business of such proposed subtenant or assignee is not compatible with the type of occupancy of the Building, violates any exclusive granted to any other tenant in the Building, or such business will create substantial increased use of the Common Facilities of the Parcel and/or Building or if the proposed sublease or assignment is to any State, Federal or municipal agency or bureau. (1) The Lessee shall provide to the Lessor the name and address of the assignee or sublessee, and copies of financial reports and other relevant financial information of the assignee or sublessee reasonably required by Lessor. (2) The assignee or sublessee shall assume, by written instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to the Lessor within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee’s rights against the Lessor shall be no greater than those of the Lessee. (3) The Lessee and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Term Fixed Basic Rent and Additional Rent reserved herein as and when required to be paid, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. (4) The Lessee and any assignee shall promptly pay to Lessor any consideration received for any assignment or all of the rent (Fixed Basic and Additional), and any other consideration payable by the subtenant to Lessee under or in connection with the sublease (including, but not limited to, sums paid for the sale or rental of Lessee’s fixtures, leasehold improvements, equipment, furniture, or other personal property unless said sums are reasonable, bona fide payments made solely for the sale or rental of said items and not in lieu of rent or other consideration for the assignment or sublet, all as reasonably determined by Lessor), as and when received, in excess of the Term Fixed Basic Rent and Additional Rent required to be paid by Lessee for the period affected by said assignment or sublease for the area sublet, computed on the basis of an average square foot rent for the gross square footage Lessee has leased. (5) In any event, the acceptance by the Lessor of any rent (Fixed Basic and Additional) from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. (6) Lessor shall require a Five Hundred and 00/100 ($500.00) Dollar payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. (7) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor for money damages by reason of any refusal, withholding or delaying by Lessor of any consent, and in such event, Lessee’s only remedies therefor shall be an action for specific performance, injunction or declaratory judgment to enforce any such requirement. (C) Any sublet or assignment to an “Affiliate” as hereinafter defined shall not be subject to the provisions of Subsections 8(A), 8(B)(4) or 8(B) (6) hereof and shall not require Lessor’s prior written consent, but all other provisions of this Section shall apply. (D) In the event that any or all of Lessee’s interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee’s interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the “Grantor”), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a “Disposition”), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Lessor shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee’s interest by such Disposition, and the exercise of the option by Lessor shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accepts such offer of first refusal, the transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two (2%) percent of the price sought from Lessor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. (E) Without limiting any of the provisions of Sections 13 and 14, if pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted having the same general purpose), or if pursuant to any State insolvency or bankruptcy law, Lessee is permitted to assign this Lease, notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such code or law shall be deemed to mean the deposit of cash security in an amount equal to the sum of one (1) year’s Annual Fixed Basic Rent and Additional Rent for the next succeeding twelve (12) months (which Additional Rent shall be reasonably estimated by Lessor), which deposit shall be held by Lessor for the balance of the Term, without interest, as Additional Security Deposit, as hereinafter defined, for the full performance of all of Lessee’s obligations under this Lease, to be held and applied in the manner specified for the Security Deposit in Section 17 hereof. (F) The sale or transfer of stock control, if Lessee be a corporation, shall be deemed an assignment of this Lease unless: (a) it involves the sale or issuance of securities registered under the Securities Act of 1933, as amended, (b) it is made amongst the existing stockholders of Lessee, or (c) it results from the death of a stockholder of Lessee. (G) Except as specifically set forth above, no portion of the Demised Premises or of Lessee’s interest in this Lease may be acquired by any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Lessee, nor shall Lessee pledge its interest in this Lease or in any Security Deposit required hereunder. (H) If Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of this Subsection 8(H) shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock [or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock] which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee’s assets are transferred or to any corporation which controls or is controlled by Lessee or is under common control with Lessee, provided that in the event of such merger, consolidation or transfer of all or substantially all of Lessee’s assets, (i) the successor to Lessee has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Lessee immediately prior to such merger, consolidation or transfer or (b) the net worth of Lessee herein named on the date of this Lease, and (ii) proof satisfactory to Lessor of such net worth shall have been delivered to Landlord Lessor at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and any such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedtransaction.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may 9.1 Subtenant shall have a continuing right to assign this Lease or sublease all or any a portion of the Demised Premises Subleased Premises, subject to the terms hereof. Tenant prior approval of Sublandlord and Master Landlord, which approvals shall not be unreasonably withheld, conditioned or delayed. Subtenant shall provide written notice to Sublandlord as to the amount of space Subtenant elects to sublease or assign, and when Subtenant is prepared to sublease or assign such space. Sublandlord shall have the right to terminate this Sublease ("Recapture") in the event Sublandlord's consent is required and Subtenant proposes to assign this Lease without Sublease to an entity other than an Affiliate (as defined below). In addition, Sublandlord shall have the exclusive prior written consent right to Recapture that portion of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease Subleased Premises which Subtenant proposed to any person sublease to an entity which is a successor to Tenant as permitted by not an Affiliate in the terms following circumstances: (i) the portion of the Note Agreement. If this Lease Subleased Premises which Subtenant has elected to sublease includes 10,000 rentable square feet or more of office space (as opposed to lab space); or (ii) the term for such sublease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part more than 50 percent of the Demised Premises is sublet and any Event remainder of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantthe Term. Any assignment or sublease Sublandlord shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least respond within ten (10) days prior of receiving such written notice from Subtenant of Sublandlord's decision to approve or disapprove of the commencement of subletting or assignment pursuant to this Section 9. If Sublandlord does not respond within such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlordten-day period, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby non-response shall be subject and subordinate deemed an election of Sublandlord not to all of Recapture the terms, covenants and conditions of this Lease space (if applicable) and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to approve such assignment or sublease and confirm that its obligations Subtenant shall have the right to proceed with the proposed subleasing or assignment subject to any approval of the Master Landlord required under the Master Lease. An Affiliate shall mean any entity or foundation which has a substantial and continuing business or philanthropic relationship with Subtenant, and may include, research partners, non-profit corporations, and joint venture partners. 9.2 Notwithstanding the foregoing to the contrary, Sublandlord's consent shall not be affected by such assignment or sublease, and, provided, further, that if required for any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenantfor which the Master Landlord's obligations consent is not required under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedMaster Lease.

ASSIGNMENT AND SUBLEASE. Provided there Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the event of any permitted assignment or subletting, Tenant shall remain primarily liable hereunder. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord's right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord's reasonable opinion the Leased Premises or Building are no Events or may be in any way adversely affected by the business reputation of Defaults hereunder the proposed assignee or under subtenant is unacceptable. If Landlord refuses to give its consent to any proposed assignment or subletting of all or substantially all of the Note AgreementLeased Premises, as defined herein Landlord may, at its option, within thirty (30) days after receiving notice of the proposal, terminate this Lease by giving Tenant one hundred twenty (120) days' prior written notice of such termination, whereupon each party shall be released from all further obligations and thereinliability hereunder. Notwithstanding the foregoing, Tenant may assign this the Lease or sublease all or any portion of the Demised Leased Premises subject without Landlord's consent to any of the terms hereoffollowing (a "Permitted Transferee"), provided that the business reputation following the transfer is equal to or exceeds that of Tenant as of the date of execution of this Lease: (i) any successor corporation or other entity resulting from a public offering, merger or consolidation of Tenant; (ii) any purchaser of all or substantially all of Tenant's assets; or (iii) any entity which controls, is controlled by, or is under common control with Tenant. Tenant shall not assign this Lease without the exclusive prior written consent of give Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion thirty (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (1030) days prior to the commencement written notice of such sublease assignment or assignmentsublease. Any assignee Permitted Transferee shall assume, by instrument assume in form and content satisfactory to Landlord, the due performance of writing all of Tenant's obligations under this Lease, including any accrued obligations . Tenant shall nevertheless at the time of the effective date of the assignment, all times remain fully responsible and such assumption agreement shall state that the same is made by the assignee liable for the express benefit payment of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject rent and subordinate to the performance and observance of all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at LandlordTenant's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of other obligations under this Lease. No sublease Nothing in this paragraph is intended to nor shall be permitted hereby unless permit Tenant to transfer its interest under this Lease as part of a condition fraud or subterfuge to effectiveness thereofintentionally avoid its obligations under this Lease (for example, Tenant shall have assigned transferring its interest to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or sublettinga shell corporation that subsequently files a bankruptcy), including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease such transfer shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations constitute a Default hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note AgreementSubtenant, as defined herein and thereinlong as it complies with the provisions of Article 1-1 of the Master Lease, Tenant may shall have the right to assign this Lease Sublease, or sublease all or any portion of the Demised Premises subject Sublease Premises, upon receipt of the consent of landlord. Provided, however, notwithstanding anything to the terms hereof. Tenant shall not assign contrary contained in this Lease without Sublease, in the exclusive prior written consent event Subtenant contemplates a transfer of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If all or any part of the Demised Premises, Subtenant shall give Sublandlord and Landlord notice (the “Intention to Transfer Notice”) of such contemplated transfer (whether or not the contemplated transferee or the terms of such contemplated transfer have been determined). The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Sublease Premises which Subtenant intends to transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated transfer, and shall specify that such Intention to Transfer Notice is sublet and any Event delivered to Landlord. In the event the Contemplated Transfer Space consists of Default exists hereunderthe entire Sublease Premises, Landlord may collect Base Rent shall have the option, by giving written notice to Subtenant within thirty (30) days after receipt of such Intention to Transfer Notice, to recapture that Contemplated Transfer Space. Such recapture shall cancel and Additional Rent from terminate this Sublease with respect to such subtenantContemplated Transfer Space as of the Contemplated Effective Date. Any assignment If Landlord declines, or sublease shall require fails to elect in a timely manner, to recapture that Contemplated Transfer Space under this Section 25, then, subject to the assignee or subtenant to comply with all other terms of this Lease except Section 25, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any sublease termright to recapture that Contemplated Transfer Space with respect to any transfer made during the Six Month Period, which provided that any such transfer is substantially on the terms set forth in the Intention to Transfer Notice, and provided further that any such transfer shall be at Tenant's discretion subject to the remaining terms of this Section 25. If such a transfer is not so consummated within the Six Month Period (but in no event extend beyond or if a transfer is so consummated, then upon the expiration of the term of this Leaseany transfer of that Contemplated Transfer Space consummated within such Six Month Period), and Subtenant shall again be required to submit a duplicate original of such sublease or assignment shall be delivered new Intention to Transfer Notice to Landlord at least ten (10) days prior with respect to the commencement of such sublease or assignmentany contemplated transfer, as provided above in this Section 25. Any assignee shall assume, by instrument in form and content satisfactory If Landlord does not elect to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignmentrecapture, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, if as a result of the termination sublease, Subtenant receives from the sub-sublessee a Transfer Premium (as defined in Section 14.3 of this the Master Lease. No sublease ), then Subtenant shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned pay to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any 50% of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease Transfer Premium as and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedwhen received.

ASSIGNMENT AND SUBLEASE. Provided there are no Events a. In the event Tenant desires to assign this Lease or sublease all or part of Defaults hereunder the Premises to any other party (except for any transfer or assignment that occurs as a result of Section 24(c) herein), Tenant shall provide written notice of the terms and conditions of such assignment or Sublease to Landlord prior to the effective date of any such sublease or assignment (a “Tenant Request”), and, prior to such effective date, Landlord shall have the option, exercisable by written notice to Tenant within ten (10) business days of Landlord’s receipt of written notice from Tenant (a “Recapture Notice”), to terminate this Lease with respect to the portion of the Premises which is the subject of the Tenant Request on notice to Tenant. If Landlord gives a Recapture Notice, Tenant shall have five (5) calendar days from receipt of such Recapture Notice to rescind, in writing, the Tenant’s Request and, upon such rescission, both the Recapture Notice and Tenant’s Request shall be deemed withdrawn, null and void. If Tenant’s Request is not so rescinded within the permitted time period, then this Lease shall terminate (in whole if Tenant’s Request is for an assignment of the Lease or subleasing of all or substantially all of the Premises, or with respect to that part of the Premises which is the subject of a subletting if Tenant’s Request is for a subletting of less than substantially all of the Premises) (that portion, whether the whole or a part, of the Premises which is the subject of Tenant’s Request is hereinafter referred to as the “Recapture Space”) on the date which is specified in Landlord’s Recapture Notice (the “Surrender Date”). Tenant shall vacate the Recapture Space on or before the Surrender Date and deliver possession of the Recapture Space to Landlord in the condition required by this Lease. Effective as of the Surrender Date, neither Landlord nor Tenant shall have any further obligations under this Lease with respect to the Note AgreementRecapture Space, except for those rights and obligations which survive expiration or termination of the Lease. Effective as defined herein of the Surrender Date, all Fixed Basic Rent and thereinAdditional Rent shall be adjusted on a pro rata basis to reflect the reduced size of the Premises, if applicable. b. In the event that Landlord elects not to recapture the Recapture Space as provided in Section 24(a) above, Tenant may assign this Lease or sublease all sublet the whole or any portion of the Demised Premises Premises, subject to Landlord’s prior written consent, not to be unreasonably withheld, conditioned or delayed, on the basis of the following terms and conditions: i. Tenant shall provide to Landlord the following: (1) The name and address of the proposed assignee or subtenant; (2) All the terms hereofand conditions of the assignment or subletting; (3) The nature and character of the business of the proposed assignee or subtenant; (4) Banking, financial and other credit information relating to the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the proposed assignee’s or sublessee’s financial responsibility; and (5) In the event of a subleasing of only a portion of the Premises, plans and specifications for Tenant’s layout, partitioning, and electrical installations for the portion of the Premises to be subleased. (6) Tenant acknowledges that it shall not be unreasonable for Landlord to withhold its consent if Tenant shall seek to assign or sublet to the following: (7) To a government or quasi-government agency; (8) To an entity whose financial or business character is not consistent with the other tenants in the Building; (9) To an existing tenant of the Building, and such tenant has expansion options in its lease for space in the Building; and (10) To a tenant or prospect with whom Landlord currently is negotiating for space in the Building. ii. The assignee or subtenant shall assume, by written instrument, all of the obligations of Tenant as provided by this Lease, and a copy of such assumption agreement shall be furnished to Landlord within ten (10) days of its execution, provided, however, any such subtenants shall only be obligated to assume Tenant’s obligations arising under this Lease with respect to the portion of the Premises sublet. Any sublease shall expressly acknowledge that said subtenant’s rights in and to the Premises shall be no greater than those of Tenant. In addition, any request by Tenant for Landlord’s consent to an assignment or sublease shall not include any option or right of expansion, renewal, first refusal, or any other right or option with respect to the Premises, any other portion of the Building or for any period of time beyond the original Term, Tenant hereby acknowledging that such rights and options, if any, are personal to Tenant. iii. Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not assign this Lease without limited to, the exclusive prior written consent payment of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Fixed Basic Rent and Additional Rent directly from such assigneereserved herein, through the entire Term, as the same may be renewed, extended or otherwise modified. iv. If Tenant and any part assignee or subtenant, as applicable, shall promptly pay to Landlord fifty percent (50%) of the Demised Premises is sublet difference between the rent paid by such subtenant or assignee on a monthly basis and the amount of rent due for such month pursuant to this Lease. v. In any Event event, the acceptance by Landlord of Default exists hereunder, Landlord may collect Base Rent and Additional Rent any rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant from any of the subtenants or the failure of Landlord to comply insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Tenant herein, nor any assignee or subtenant, from any and all of the obligations to be performed by it in accordance herewith during and for the entire Term. vi. Tenant shall pay to Landlord the sum of One Thousand Five Hundred Dollars ($1,500.00) to cover its handling charges for each consent to any sublet or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with all terms of this Lease except for respect to any sublease term, which assertion that Landlord’s failure to consent to any sublet or assignment is unreasonable shall be at Tenant's discretion the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord’s actions in refusing to consent thereto. c. If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Section 24(b) hereof shall apply to a transfer (but however accomplished, whether in no event extend beyond a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the term issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease), and if Tenant is a duplicate original partnership, limited liability company or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such sublease partnership, limited liability company or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership or member interests) which results in a change of control of such a partnership, limited liability company or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership, limited liability company or joint venture were an assignment of this Lease; but said provisions shall be not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant’s assets are transferred or to any corporation which controls or is controlled by Tenant or is under common control with Tenant, provided that in the event of such merger, consolidation or transfer of all or substantially all of Tenant’s assets (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of Tenant herein named on the date of this Lease, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the commencement effective date of any such sublease transaction. d. Without limiting any of the provisions of this Section 24, if pursuant to the Federal Bankruptcy Code (herein referred to as the “Code”), or assignment. Any any similar law hereafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall assumebe deemed to mean the deposit of cash security in an amount equal to the sum of three month’s Fixed Basic Rent plus an amount equal to the Additional Rent for the final three months of the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by instrument in form and content satisfactory to LandlordLandlord for the balance of the Term, without interest, as security for the due full performance of all of Tenant's ’s obligations under this Lease, including to be held and applied in the manner specified for any accrued obligations at the time security deposit required hereunder. e. Except as specifically set forth above, no portion of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease Premises or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its ’s interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding may be acquired by any consent other person or entity, whether by Landlord to any sublease assignment, mortgage, sublease, transfer, operation of the Demised Premises, law or any portion thereof, or to any assignment of this Lease or act of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Tenant pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent consent. In the event of Landlord and any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant may assign shall remain primarily liable hereunder, and except in the case of a Permitted Transfer in accordance with Section 11.02 below, any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s reasonable opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms of this Lease except meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a bona-fide third-party prospective tenant, Landlord has comparable space available for any sublease term, which shall be at Tenant's discretion (but lease in no event extend beyond the term of this Lease)Park, and Landlord has submitted a duplicate original of proposal to such sublease tenant or assignment shall be delivered to Landlord at least ten prospective tenant within sixty (1060) days prior to of the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all date of Tenant's obligations under this Lease’s request to assign or sublease. For the avoidance of doubt, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the termsprovisions of subsection (iv) must be satisfied in order for Landlord to deny consent pursuant to such subsection. If Landlord refuses to give its consent to any proposed assignment or subletting, covenants and conditions of Landlord may, at its option, within fifteen (15) days after receiving a request to consent, terminate this Lease and to all of the rights of Landlord hereunder; and in the event case of a proposed assignment, or terminate this Lease shall terminate before with respect to the expiration subject space in the case of such a proposed sublease, by giving Tenant written notice within fifteen (15) days after receiving a request to consent, which date of termination shall be the sublessee thereunder willcommencement date proposed in such assignment or sublease, at Landlord's optionwhereupon each party shall be released from all further obligations and liability hereunder, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of except those which expressly survive the termination of this Lease. No sublease shall be permitted hereby unless as a condition Notwithstanding the foregoing, in the event Landlord elects to effectiveness thereofterminate this Lease pursuant to the immediately preceding sentence, Tenant shall have assigned the right to withdraw its assignment or sublet request within ten (10) days after receipt of Landlord’s termination notice, whereupon Landlord’s termination shall be ineffective and this Lease shall continue in full force and effect. (c) If Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of the rent payable under this Lease, Tenant shall pay to Landlord fifty percent (50%) of any such excess rental upon receipt (less Tenant’s actual and Landlord shall have effectively assigned to mortgagee reasonable third party out of pocket expenses incurred in connection with such subleasesubletting or assignment). Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided Tenant, if there are is no Events of Defaults hereunder or under Material Breach ----------------------- (as herein defined) by Tenant hereunder, shall have the Note Agreement, as defined herein and therein, Tenant may right to assign this Lease or to sublease all or any portion of the Demised Premises subject to Premises, without Landlord's written consent in accordance with the terms hereofof this Paragraph 14. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease or sublet the Demised Premises to any person an affiliate or subsidiary more than fifty percent (50%) of the voting stock of which is owned directly or indirectly by the direct or remote parent of Tenant (without Landlord's consent, upon prior written notice to Landlord) and further Tenant's interest in this Lease may be assigned to and assumed by a successor to Tenant as permitted by the terms pursuant to a purchase of all or substantially all of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from assets of Tenant in connection with the sale of such assignee. If assets or to any part entity which acquires all of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantTenant's capital stock (without Landlord's consent upon prior written notice to Landlord). Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original copy of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby by this Paragraph 14 shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No Any assignment or subletting under this paragraph Paragraph 14 shall not relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph Paragraph 14 shall be of no effect and void. Except as permitted herebyin this Paragraph 14, Tenant shall not transfer, sublet, assign assign, or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease , unless consented to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing hereunder shall relieve Tenant from any of Tenant's obligations in this Lease contained. All profits from any such assignment or subletting shall be the property of Tenant and not Landlord.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign not mortgage, pledge, hypothecate, assign, transfer, license, sublet or otherwise deal with this Lease or the Premises in any manner except as follows: (A) In the event that Tenant desires to sublease all the whole or any portion of the Demised Premises subject to or assign the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by other party, the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original conditions of such sublease or assignment shall be delivered communicated to Landlord in writing at least ten fifteen (1015) days prior before the proposed sublease or assignment is to the commencement take effect. Provided that in Tenant’s request for approval of a proposed sublease or assignment Tenant cites this Section 7(A) and explicitly informs Landlord of this fifteen (15) day requirement, then if Landlord fails to timely object to a proposed sublease or assignment, Landlord’s shall be deemed to have consented to such sublease or assignment. Any proposed sublease or assignment shall be subject to Landlord’s prior written consent, which may not be unreasonably withheld, conditioned or delayed and subject to the consent of any mortgagee, trust deed holder or ground Landlord, on the basis of the following terms and conditions: (1) The Tenant shall provide to Landlord the name and address of the assignee or subtenant. (2) The assignee shall assume, by written instrument in form and content satisfactory substance acceptable to Landlord, the due performance of all of Tenant's the obligations under of this Lease, including any accrued obligations at the time and a copy of such assumption agreement shall be furnished to Landlord on or prior to the effective date of such assignment. Any sublease shall expressly acknowledge that said subtenant’s rights against the assignmentLandlord shall be no greater than those of the Tenant. (3) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Basic Rent and such assumption agreement shall state that Additional Rent reserved herein, as and when required to be paid, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. (4) The Tenant and any assignee shall pay to Landlord, upon application for approval of an assignment or sublease, a fee of $1,000.00, which shall non-refundable regardless of whether or not Landlord’s consent is made provided. (5) In any event, the acceptance by Landlord of any rent (Basic and Additional) from the assignee for or from any of the express benefit subtenants or the failure of Landlord as to insist upon a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all strict performance of any of the terms, conditions and covenants herein shall not release Tenant herein, nor any assignee assuming this Lease, from any and conditions of this Lease and to all of the rights of Landlord hereunder; obligations herein during and in for the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination entire Term of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, . (6) Tenant shall have assigned no claim, and hereby waives the right to any claim; against Landlord for money damages by reason of any reasonable refusal, withholding or delaying by Landlord of any consent, and in such event, Tenant’s only remedies therefore shall be an action for specific performance, injunction or declaratory judgment to enforce any such requirement. Landlord acknowledges that Tenant may commence such action by way of an expedited proceeding (e.g. Order to Show Cause) before the Superior Court of New Jersey, Camden County and Landlord shall have effectively assigned take all reasonable actions (including acceptance of a Verified Complaint and an Order to mortgagee Show Cause) requested by Tenant to ensure that such subleasedispute is heard before the Superior Court in such an expedited proceeding. Landlord and Tenant agrees to pay on behalf further agree that the determination of Landlord any such Court shall be final and all costs non-appealable. (B) Except as specifically provided for herein, no portion of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made or of Tenant’s interest in connection with such assignment or subletting and any cost imposed this Lease may be acquired by any governmental authority in connection with any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of the foregoing. No assignment law or sublease shall be made unless any guarantor act of the Tenant's obligations or any party responsible for Tenant's obligations , nor shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet pledge its interest in this Lease or its interest in any security deposit required hereunder. (C) In the event that this Lease shall be assigned or estate in the Demised Premises, or that any portion thereofof the Premises shall be sublet by Tenant, without Landlord's prior written consent it is expressly understood that it shall be reasonable for Landlord to require that a security deposit in each and every instance which consent may an amount equal to three (3) months of the base rent be withheld delivered by the assignee or delayed subtenant as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containeda condition for the assignment/sublease.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Lessee may assign this Lease or under sublease the Note AgreementPremises to any party subject to the following: (a) Except for assignments and subleases permitted by paragraph (c) below, as defined herein and therein, Tenant may in the event Lessee desires to assign this Lease or sublease all or part of the Premises to any other party, the terms and conditions of such assignment or sublease shall be communicated to the Lessor in writing prior to the effective date of any such sublease or assignment and, prior to such effective date, the Lessor shall have the option (“Lessor’s Recapture Rights”), exercisable in writing within ten (10) business days of Lessee’s notice to Lessor to: (i) recapture that portion of the Premises to be sublet in the case of subletting, or all of the Premises in the case of an assignment (“Recapture Space”) so that such prospective sublessee or assignee shall then become the sole sublessee or lessee of Lessor hereunder, or (ii) recapture the Recapture Space for Lessor’s own use in which case the Lessee shall be fully released from its obligations with respect to the Recapture Space for said duration accruing from and after the effective date. In no event shall Lessor be liable for a brokerage commission if Lessor recaptures the Recapture Space. (b) In the event that the Lessor elects not to recapture the Recapture Space, Lessee may assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to Lessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, subject to the following terms hereof. Tenant and conditions and provided the proposed use is in keeping with that of a first-class office building: i. Lessee shall not assign this Lease without provide to Lessor the exclusive prior written consent name and address of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with sublessee. ii. The assignee or sublessee shall assume, by written instrument, all terms of the obligations of this Lease except (for any sublease terma sublease, which shall be at Tenant's discretion (but in no event extend beyond only for the term of this Leasesubleased space), and a duplicate original copy of such sublease or assignment assumption agreement shall be delivered furnished to Landlord at least the Lessor within ten (10) days prior of its execution. Any sublease shall expressly acknowledge that sublessee’s rights shall be no greater than those of Lessee. No further subletting of the Premises by Lessee or any person claiming through or under Lessee shall or will be made except upon compliance with and subject to the commencement provisions of this Article 8. iii. Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of default by Lessee under this Lease, Lessor may, at its option, take over all of the right, title and interest of Lessee, as sublessor, under such sublease, and such sublessee shall, at Lessor’s option, attorn to Lessor pursuant to the then executory provisions of such sublease, except that Lessor shall not (i) be liable for any previous act or omission of Lessee under such sublease or, (ii) be subject to any offset not expressly provided in such sublease or assignmentby any previous prepayment of more than one month’s rent. iv. Any The liability of Lessee and each assignee shall assumebe joint, by instrument in form several and content satisfactory to Landlordprimary for the observance of all the provisions, obligations and undertakings of this Lease, including, but not limited to, the due payment of Fixed Basic Rent and Additional Rent, through the entire Term, as the same may be renewed, extended or otherwise modified; v. Lessee and any assignee shall promptly pay to Lessor any consideration received for any assignment or all of the rent (Fixed Basic Rent and Additional Rent) and any other consideration payable by the sublessee to Lessee under or in connection with the sublease (including, but not limited to, sums paid for the sale or rental of Lessee’s fixtures, leasehold improvements, equipment, furniture, or other personal property), as and when received, in excess of the Fixed Basic Rent and Additional Rent required to be paid by Lessee for the area sublet, computed on the basis of an average square foot rent for the gross rentable square footage Lessee has leased; vi. The acceptance by Lessor of any rent from the assignee or from any of the sublessees or the failure of Lessor to insist upon strict performance of all any of Tenant's the terms, conditions and covenants herein shall not release Lessee, nor any assignee assuming this Lease, from the obligations under this Lease; vii. Lessee acknowledges that its sole remedy with respect to any assertion that Lessor’s failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Lessee shall have no other claim or cause of action against Lessor as a result of Lessor’s actions in refusing to consent thereto. viii. The proposed assignee or sublessee is not then an occupant of any part of the Building or any other building then owned by Lessor or its affiliates within a five-mile radius of the Building; ix. The proposed assignee or sublessee shall only use the Premises for the Permitted Use only. (c) The provisions of subsection (a) shall not apply to a Transfer (as defined below) unless the Transfer is a subterfuge for the purpose of avoiding the provisions of Subsection (a). If Lessee is a corporation, including “Transfer” means the transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any accrued obligations other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a partnership or joint venture, “Transfer” means the transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control such as partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture were an assignment of this Lease. In addition, Lessor’s Recapture Rights shall not be applicable to transactions with a corporation and other entity into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee’s assets are transferred or to any entity which controls or is controlled by Lessee or is under common control with Lessee, provided that in the event of such merger, consolidation or transfer of all or substantially all of Lessee’s assets (i) the successor to Lessee has a net worth computed in accordance with generally accepted accounting principals at least equal to the time net worth of Lessee herein named on the date of the Lease, and (ii) proof satisfactory to Lessor of such net worth shall have been delivered to Lessor at least 10 days prior to the effective date of any such transaction. For purposes of this Paragraph, “change in control” shall mean the voluntary or involuntary transfer or assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit sale or otherwise, of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all more than 51% of the terms, covenants issued and conditions outstanding capital stock of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this LeaseLessee. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, In addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant Subsection (a) shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease apply to the contrary and notwithstanding any consent by Landlord to any sublease transfers of the Demised Premises, or any portion thereof, or to any assignment stock of this Lease or Lessee which are intended solely for the purpose of Tenant's interest or estate in planning of the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any current stockholders of Tenant's obligations in this Lease containedLessee.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder 13.1 Lessee covenants and agrees that it will not sell, convey, transfer, mortgage, pledge or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all Agreement or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease part thereof, or any rights created thereby, without the exclusive prior written consent of Landlord and any mortgageethe Lessor, which consent shall not be unreasonably withheld; provided that Lessee may enter into rental agreements in a form approved by Lessor for hangers located on the Leased Premises for a term of one (1) year or less without the consent of Lessor. Notwithstanding Lessee will be allowed one (1) assignment, after which, a new lease will be required. Upon assignment Lessee agrees to pay the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms Lessor one percent (1%) of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. sale price. 13.2 Any assignment or sublease transfer of this Agreement, or any rights of Lessee hereunder, without the consent of the Authority, shall require entitle the Authority at its option to forthwith cancel this Agreement. 13.3 Any assignment of this Agreement approved and ratified by the Authority shall be on the condition that the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), accepts and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate agrees to all of the terms, covenants conditions and conditions provisions of this Lease Agreement, and agrees to accept and discharge all of the rights covenants and obligations of Landlord Lessee hereunder; , including but not limited to the payment of all sums due and in to become due by Lessee under the event this Lease shall terminate before terms hereof. 13.4 No consent by the expiration Authority to subleasing by Lessee of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result portions of the termination of this Lease. No sublease Leased Premises shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord in any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost way relieve Lessee of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment to the Authority set forth or subletting arising from this lease and a termination of Lessee's rights hereunder shall terminate all subleases. 13.5 No consent to subleasing by the Lessee to a person, corporation or partnership conducting any business for profit derived from activities at the Airport shall be granted by the Authority without a duly executed permit agreement between the Authority and the sublessee. 13.6 If the Lessee assigns, sells, conveys, transfers, mortgages, or pledges this Lease which is not Agreement or sublets any portion of the Leased Premises in compliance with violation of the foregoing provisions of this paragraph Section, or has failed to pay any rental due to Authority, Authority may collect from any assignee, tenant, sublessee or anyone who claims a right to this Agreement or who occupies the Leased Premises, any charges or fees payable by it and may apply the net amount collected to the rents herein reserved; and no such collection shall be deemed a waiver by Authority of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything agreements contained in this Lease to the contrary and notwithstanding Section nor of acceptance by Authority of any consent by Landlord to any sublease assignee, tenant, claimant or occupant, nor as a release of the Demised Premises, or any portion thereof, or to any assignment Lessee by Authority from the further performance by the Lessee of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedagreements contained herein.

ASSIGNMENT AND SUBLEASE. Provided there Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or denied (provided that it shall not be unreasonable for Landlord to withhold or deny its consent with respect to any proposed assignment or subletting to a third party that is already a tenant in the Building or the Park). In the event of any assignment or subletting, Tenant shall remain primarily liable hereunder, and any extension, expansion rights, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord’s right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord’s opinion (i) the Leased Premises are no Events or may be in any way adversely affected; (ii) the business reputation of Defaults hereunder the proposed assignee or under subtenant is unacceptable; or (iii) the Note Agreementfinancial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is to be less than the then current rent for similar premises in the Park. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys’ fees incurred in conjunction with the processing and documentation of any such requested assignment, as defined herein subletting or any other hypothecation of this Lease or Tenant’s interest in and thereinto the Leased Premises. Notwithstanding the foregoing, Tenant may assign this the Lease or sublease all or any portion of the Demised Leased Premises subject without Landlord’s consent to any of the terms hereoffollowing (a “Permitted Transferee”), provided that the Permitted Transferee’s financial condition, creditworthiness and business reputation following the transfer are equal to or exceed those of Tenant: (1) any successor corporation or other entity resulting from a merger or consolidation of Tenant; (ii) any purchaser of all or substantially all of Tenant’s assets; or (iii) any entity which controls, is controlled by, or is under common control with Tenant. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to give Landlord at least ten thirty (1030) days days’ prior to the commencement written notice of such sublease assignment or assignmentsublease. Any assignee Permitted Transferee shall assume, by instrument assume in form writing all of Tenant’s obligations under this Lease. Tenant shall nevertheless at all times remain fully responsible and content satisfactory to Landlord, liable for the due payment of rent and the performance and observance of all of Tenant's ’s other obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, including any accrued obligations at the time of the effective date of the assignmenttransferring its interest to a shell corporation that subsequently files a bankruptcy), and any such assumption agreement transfer shall state that the same is made by the assignee for the express benefit constitute an Event of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord Default hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Except as otherwise provided in Article VIII regarding Permitted Mortgages and Article X regarding transfers, and below in this Article, the Lessee shall not assign, sublease, sell or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or otherwise convey any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign Lessee's rights under this Lease without the exclusive prior written consent of Landlord and any mortgageethe CLT. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state The Lessee agrees that the same is made by CLT shall have broad and full discretion to withhold such consent in order to further the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject mutual purposes and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and goals set forth in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereofIf permission is granted, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless subject to the following conditions: a. any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease shall be subject to all of the terms and confirm that its obligations provisions of this Lease; b. in the case of a sublease, the rental or occupancy fee charged the sublessee shall not be affected more than that amount charged the Lessee by the CLT, plus a pass-through of actual costs to the Lessee for the Improvements (such as debt service costs under a Permitted Mortgage); c. the written consent of the Permitted Mortgagee, if any, must be obtained ; and d. in the case of an assignment, the total consideration for such assignment and the related sale or sublease, and, provided, further, that if any modification to transfer of the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, Improvements shall be required to confirm not exceed the Purchase Option Price as calculated in writing their approval accordance with Article X of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunderLease. Any assignment or subletting provision of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary notwithstanding, this Lease, including the right of first refusal described in the preceding Section, may be assigned by the Permitted Mortgagee by foreclosure sale, deed in lieu of foreclosure or otherwise and notwithstanding by any consent by Landlord purchaser at the foreclosure sale without CLT's consent. The execution and delivery of any Permitted Mortgage shall not be deemed to constitute an assignment or transfer of this Lease, nor shall any sublease of the Demised Premises, Permitted Mortgagee be deemed an assignee or any portion thereof, or to any assignment transferee of this Lease or so as to require the Permitted Mortgagee to assume responsibility for the performance of Tenantany agreements on the part of the Lessee to be performed under the Lease. Any assignment of Xxxxxx's interest or estate in shall be governed by the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in provisions of Section 3.3 of this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedLease.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or denied. Subject to Section 11.02 below, any change in control of Landlord Tenant resulting from a merger, consolidation, stock transfer or asset sale shall be considered an assignment or transfer that requires Landlord’s prior written consent. In the event of any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms of meet the obligations hereunder. If Landlord refuses to give its consent to any proposed assignment or subletting, Landlord may, at its option, within thirty (30) days after receiving a request to consent, terminate this Lease except for any sublease term, which shall be at Tenant's discretion by giving Tenant thirty (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (1030) days prior to the commencement written notice of such sublease or assignment. Any assignee shall assumetermination, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third whereupon each party beneficiary thereof. Each sublease permitted hereby shall be subject released from all further obligations and subordinate to all of the termsliability hereunder, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of except those which expressly survive the termination of this Lease. No sublease shall In the event that Tenant assigns or sublets the Leased Premises or any part thereof, and at any time receives rent and/or other consideration which exceeds that which Tenant would at that time be permitted hereby unless as a condition obligated to effectiveness thereofpay to Landlord, Tenant shall have assigned pay to Landlord and Landlord shall have effectively assigned to mortgagee Landlord, as Additional Rent, 50% of such subleaseexcess rent and/or other consideration. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent $500.00 upon demand by Landlord to reimburse Landlord for reasonable accounting and attorneys’ fees incurred in conjunction with the processing and documentation of any sublease of the Demised Premisesrequested assignment, subletting or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Leased Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or denied (provided that it shall not be unreasonable for Landlord to withhold or deny its consent with respect to any proposed assignment or subletting to a third party that is already a tenant in the Building or the Park). Landlord shall consent or withhold its consent (stating with reasonable particularity the grounds upon which consent is being withheld) in writing within a reasonable period of time after Tenant’s written request therefor, but in no event more than thirty (30) days after Tenant’s delivery of such request. If Landlord has not withheld consent by written notice to Tenant within said thirty (30) day period, then Tenant shall send Landlord written notice thereof expressly noting therein that if Landlord does not respond to such notice, such failure shall be deemed approval, and if Landlord fails to consent or withhold its consent within ten (10) days of receipt of written notice thereof, Landlord shall be deemed to have consented to such proposed assignment or sublease. Subject to Section 11.02 below, any change in control of Tenant resulting from a merger, consolidation, stock transfer or asset sale shall be considered an assignment or transfer that requires Landlord’s prior written consent. In the event of any assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. Without in any way limiting Landlord’s right to reasonably withhold its consent to any assignment or subletting of this Lease, Landlord shall be deemed to have reasonably withheld its consent to a proposed assignment or sublease if in Landlord’s commercially-reasonable opinion (i) the business reputation of the proposed assignee or subtenant is unacceptable; (ii) the financial worth of the proposed assignee or subtenant is insufficient to comply with meet the obligations hereunder; (iii) the prospective assignee or subtenant is a current tenant of the Park or has been within the year preceding Tenant’s request for consent a bona-fide third-party prospective tenant. If Landlord refuses to give its consent to any proposed assignment or subletting of all terms of the Leased Premises, Landlord may, at its option, within thirty (30) days after receiving a request to consent, terminate this Lease except for any sublease term, which shall be at Tenant's discretion by giving Tenant thirty (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (1030) days prior to the commencement written notice of such sublease termination, whereupon each party shall be released from all further obligations and liability hereunder. In the event that Tenant sublets the Leased Premises or assignment. Any assignee shall assumeany part thereof, by instrument in form or assigns this Lease, and content satisfactory at any time receives rent and/or other consideration which exceeds that which Tenant would at that time be obligated to pay to Landlord, the due performance Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of all such excess in such rent as such rent is received by Tenant and fifty percent (50%) of any other consideration received by Tenant from such assignee or subtenant, net of Tenant's obligations under this Lease’s cost and expense in effectuating such transfer such as, including any accrued obligations at the time by way of the effective date of the assignmentexample only, broker commissions and such assumption agreement shall state that the same is made by the assignee Tenant interior finishes or allowances for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleasesame. Tenant agrees to pay on behalf of Landlord any Five Hundred and all costs of No/100 Dollars ($500.00) upon demand by Landlord, to reimburse Landlord or otherwise occasioned by such assignment or subletting, including without limitation, for reasonable accounting and attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationsuch requested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Leased Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent consent, not to be unreasonably withheld, conditioned or delayed. In the event of Landlord any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. Tenant shall provide Landlord with at least thirty (30) days’ prior notice of Tenant’s intent to market all or a portion of the Leased Premises for assignment or sublease to third parties. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or with the consummation of the proposed assignment or sublease would be reasonably likely to be adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable, or (iii) the financial condition of the proposed assignee or subtenant is insufficient, in Landlord’s commercially reasonable judgment, to comply meet its obligations hereunder. Landlord shall deny or give its consent to any proposed assignment or subletting within five (5) business days after receiving a request to consent, and if Landlord denies such request then it shall provide Tenant with all terms a detailed reason therefor. If Landlord has not responded to Tenant’s request within five (5) business days of delivery of a final execution-ready assignment or sublease document, together with the materials necessary to satisfy the consent requirements (if any) set forth in this Lease except for any sublease termLease, which then Tenant shall be at Tenant's discretion entitled to send Landlord a second (but 2nd) notice containing the following statement in no event extend beyond the term of this Lease)bold and CAPITAL letters “THIS NOTICE IS BEING SENT PURSUANT TO ARTICLE 11 OF THE LEASE. LANDLORD HAS FAILED TO RESPOND TO TENANT’S REQUEST FOR APPROVAL OF AN ASSIGNMENT OR SUBLEASE TRANSACTION, and a duplicate original of such sublease or assignment AND IF LANDLORD FAILS TO RESPOND WITHIN TWO (2) BUSINESS DAYS FOLLOWING DELIVERY OF THIS NOTICE, LANDLORD SHALL BE DEEMED TO HAVE APPROVED TENANT’S PROPOSED ASSIGNMENT OR SUBLEASE TRANSACTION,” then Landlord shall be delivered deemed to Landlord at least ten have approved the proposed transaction consistent with Tenant’s request. (10c) days prior to If Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, including any accrued obligations at the time then after reimbursement to Tenant of the effective date of the assignment, and Tenant’s expenses related to such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such assignment or sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned pay to Landlord and Landlord shall have effectively assigned to mortgagee fifty percent (50%) of any such subleaseexcess rental within three (3) business days of receipt. Tenant agrees to pay on behalf Landlord $1,500.00 within thirty (30) days of written demand by Landlord any for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent, which consent of shall not be unreasonably withheld, delayed or denied (provided that it shall not be unreasonable for Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to withhold or deny its consent with respect to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any proposed assignment or sublease shall require the assignee or subtenant subletting to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and that is already a tenant in the event this Lease shall terminate before Building or the expiration Park, unless Landlord cannot accommodate the space requirements of such sublease, third party). In the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive event of any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitationTenant shall remain primarily liable hereunder, the cost and any extension, expansion, rights of any alterationfirst offer, addition, improvement rights of first refusal or other renovation options granted to Tenant under this Lease shall be rendered void and of no further force or refurbishment effect. The acceptance of rent from any other person shall not be deemed to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with be a waiver of any of the foregoing. No provisions of this Lease or to be a consent to the assignment of this Lease or sublease shall be made unless any guarantor the subletting of the TenantLeased Premises. Without in any way limiting Landlord's obligations or any party responsible for Tenant's obligations shall give its written right to refuse to consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord's opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is less than eighty five percent (85%) of the then current rent for similar space within the Park. In the event that Tenant sublets the Leased Premises or any part thereof, or assigns this Lease and at any time receives rent and/or other consideration which is not in compliance with the provisions of this paragraph shall exceeds that which Tenant would at that time be of no effect and void. Except as permitted herebyobligated to pay to Landlord, Tenant shall not transferpay to Landlord 50% of the gross excess, subletnet of Tenant's reasonable costs for brokerage, assign or otherwise encumber its interest advertising, legal and renovation, in such rent as such rent is received by Tenant and 50% of any other consideration received by Tenant from such subtenant in connection with such sublease or, in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease case of the Demised Premises, or any portion thereof, or to any assignment of this Lease or by Tenant, Landlord shall receive 50% of Tenant's interest or estate any consideration paid to Tenant by such assignee in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No connection with such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedassignment.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Subtenant shall not assign, mortgage, pledge or under otherwise encumber, directly or indirectly, this Sublease, the Note Agreement, as defined herein and Subleased Premises or any interest therein, Tenant may assign this Lease or sublease all allow any transfer thereof or any portion lien upon Subtenant’s interest by operation of law or otherwise, further sublet the Subleased Premises or any part thereof, or permit the occupancy of the Demised Subleased Premises subject to or any part thereof by anyone other than Subtenant, without in each instance obtaining the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord Overlandlord and Sublandlord in their respective discretion. If Sublandlord consents thereto, Sublandlord shall use reasonable efforts to obtain the consent of Overlandlord under the Xxxxxxxxx; provided, however, Subtenant shall reimburse Sublandlord for any mortgageecosts incurred by Sublandlord with respect thereto. Notwithstanding the foregoingSublandlord shall consent to an assignment or subletting to a “Permitted Transferee” as defined below, Tenant may assign this Lease to any person provided that Subtenant gives Sublandlord reasonable advance written notice of such intended assignment which is a successor to Tenant as permitted by the terms notice shall include copies of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any proposed assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption subletting agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment related non-confidential documentation as applicable and further provided that Overlandlord consents in writing to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modifiedPermitted Transferee. No assignment or subletting under this paragraph shall relieve Tenant (or including, without limitation, any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is to a Permitted Transferee) shall relieve Subtenant from Subtenant’s obligations and agreements hereunder and Subtenant shall continue to be liable as a principal and not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign guarantor or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease surety to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.same

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or denied (provided that it shall not be unreasonable for Landlord to withhold or deny its consent with respect to any proposed assignment or subletting to a third party that is already a tenant in the Building or the Park). Subject to Section 11.02 below, any change in control of Landlord Tenant resulting from a merger, consolidation, stock transfer or asset sale shall be considered an assignment or transfer that requires Landlord’s prior written consent. In the event of any assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease of the Leased Premises. Without in any way limiting Landlord’s right to refuse to consent to any assignment or subletting of this Lease, Landlord shall be deemed to have reasonably withheld its consent to a proposed assignment or sublease of the Leased Premises if in Landlord’s reasonable opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms meet the obligations hereunder; or (iv) the prospective assignee or subtenant is a current tenant of this Lease except for the Park. In the event that Tenant sublets the Leased Premises or any sublease termpart thereof, which shall be at Tenant's discretion (but in no event extend beyond the term of or assigns this Lease), and a duplicate original of such sublease or assignment shall at any time receives rent and/or other consideration which exceeds that which Tenant would at that time be delivered obligated to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory pay to Landlord, the due performance of all of Tenant's obligations under this LeaseTenant shall pay to Landlord, including any accrued obligations at the time of the effective date of the assignmentas Additional Rent, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration fifty percent (50%) of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord excess in such rent as such rent is received by Tenant and waive fifty percent (50%) of any rights the sublessee may have to terminate the sublease other consideration received by Tenant from such assignee or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleasesubtenant. Tenant agrees to pay on behalf of Landlord any Five Hundred and all costs of No/100 Dollars ($500.00) upon demand by Landlord, to reimburse Landlord or otherwise occasioned by such assignment or subletting, including without limitation, for reasonable accounting and attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationsuch requested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations (requiring consent) or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Leased Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or denied. In the event of any assignment or subletting, Tenant shall remain primarily liable hereunder. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord’s right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord’s opinion (i) the Leased Premises are no Events or may be in any way adversely affected; (ii) the business reputation of Defaults hereunder the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is to be publicly advertised (such as by fliers, letters, and written or electronic marketing materials) to be less than the then current rent for similar premises in the Park; provided that Tenant or its broker shall not be precluded from marketing the Leased Premises for sublease pursuant to customary methods employed by the commercial real estate brokerage community in the market. If Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of the rent payable under this Lease, Tenant shall not be entitled to keep such excess, and Tenant shall pay to Landlord fifty percent (50%) of any such excess rental upon receipt. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys’ fees incurred in conjunction (not to exceed One Thousand Dollars ($1,000.00)) with the Note Agreementprocessing and documentation of any such requested assignment, as defined herein subletting or any other hypothecation of this Lease or Tenant’s interest in and thereinto the Leased Premises. Notwithstanding the foregoing, Tenant may assign this the Lease or sublease all or any portion of the Demised Leased Premises subject without Landlord’s consent to any of the terms hereoffollowing (a “Permitted Transferee”), provided that the Permitted Transferee’s financial condition, creditworthiness and business reputation following the transfer are equal to or exceed those of Tenant: (i) any successor corporation or other entity resulting from a merger or consolidation of Tenant; (ii) any purchaser of all or substantially all of Tenant’s assets; or (iii) any entity which controls, is controlled by, or is under common control with Tenant. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to give Landlord at least ten thirty (1030) days days’ prior to the commencement written notice of such sublease assignment or assignmentsublease. Any assignee Permitted Transferee shall assume, by instrument assume in form writing all of Tenant’s obligations under this Lease. Tenant shall nevertheless at all times remain fully responsible and content satisfactory to Landlord, liable for the due payment of rent and the performance and observance of all of Tenant's ’s other obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, including any accrued obligations at the time of the effective date of the assignmenttransferring its interest to a shell corporation that subsequently files a bankruptcy), and any such assumption agreement transfer shall state that the same is made by the assignee for the express benefit constitute an Event of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord Default hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent of consent. If Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease does not object to any person assignment or subletting within fifteen (15) days after the date Tenant submits to Landlord a copy of the proposed assignment or sublease instrument (which is shall include the name, address and contact information for the assignee or subtenant), and a successor to Tenant as permitted by copy of the current financial statements for the assignee or subtenant, then the assignment or sublease on the terms of the Note Agreementproposed assignment, sublease or other instrument submitted to Landlord shall be deemed approved. If In the event of any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and (except as to any Permitted Transferee) any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease is assigned, Lessor may collect Base Rent shall be rendered void and Additional Rent directly of no further force or effect. The acceptance of rent from such assignee. If any part other person shall not be deemed to be a waiver of any of the Demised Premises is sublet and any Event provisions of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantthis Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord's consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord's opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a current tenant at the Park or is a bona-fide third-party prospective tenant and Landlord has received a proposal from or submitted a proposal to such tenant or prospective tenant within ninety (90) days of the date of Tenant's request to assign or sublease. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building, excluding typical commercial brokerage marketing flyers, firm websites or third party listing services. If Landlord refuses to give its consent to any proposed assignment or subletting, Landlord may, at its option, within thirty (30) days after receiving a request to consent, terminate this Lease except for any sublease term, which shall be at Tenant's discretion by giving Tenant thirty (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (1030) days prior to the commencement written notice of such sublease or assignment. Any assignee shall assumetermination, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third whereupon each party beneficiary thereof. Each sublease permitted hereby shall be subject released from all further obligations and subordinate to all of the termsliability hereunder, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of except those which expressly survive the termination of this Lease. No sublease shall be permitted hereby unless as a condition Notwithstanding the foregoing, in the event Landlord elects to effectiveness thereofterminate this Lease pursuant to the immediately preceding sentence, Tenant shall have assigned the right to withdraw its assignment or sublet request within ten (10) days after receipt of Landlord's termination notice, whereupon Landlord's termination shall be ineffective and this Lease shall continue in full force and effect. (c) If Tenant shall make any assignment or sublease, with Landlord's consent, for a rental in excess of the rent payable under this Lease, Tenant shall pay to Landlord fifty percent (50%) of any such excess rental upon receipt (less Tenant's actual and Landlord shall have effectively assigned to mortgagee reasonable third party out of pocket expenses incurred in connection with such subleasesubletting or assignment). Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys' fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in and to the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedconsent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note AgreementExcept as otherwise provided in this Section, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease Lease, sublease all or any part of the Premises or allow occupancy by anyone other than Tenant (any such assignment, sublease or occupancy, a “Proposed Transfer”) without the exclusive prior written consent of Landlord, which shall be requested by letter (“Notice”) advising Landlord of its intention from, on and after a stated date (which shall not be less than sixty (60) days after the date of the Notice), to sublease or allow occupancy to any mortgageepart or all of the Premises or to assign its interest in this Lease, and Landlord shall not unreasonably withhold consent; provided that: (a) the proposed sublessee, occupant or assignee shall be of a character in keeping with the standards of the Building; (b) the creditworthiness of the proposed sublessee, occupant or assignee and the proposed use of the Premises shall be reasonably acceptable to Landlord; (c) Tenant provides all reasonably available information on the proposed sublessee, occupant or assignee that Landlord requests; and (d) the sublease, occupancy agreement or assignment is in form and substance reasonably satisfactory to Landlord. Tenant shall also submit any advertising or offering materials that Tenant intends to use in connection with any efforts to sublease, assign or transfer. Within twenty (20) days after receipt of the Notice, Landlord shall advise Tenant whether it approves or rejects the proposed sublease, occupancy or assignment as set forth in the Notice or whether it elects to recapture the space described in the Notice. If Landlord fails to advise Tenant within twenty (20) days, there shall be a deemed assent on the part of Landlord. Any assignment, occupancy or subletting taken without Landlord’s written consent shall, at Landlord’s option, be deemed null and void and a material breach of and Event of Default under this Lease. Notwithstanding anything to the foregoingcontrary contained herein, Tenant may assign this Lease to or permit any person corporation or other business entity which is and continues at all times to control, be controlled by, or be under common control with Tenant (each a successor “related corporation”) to sublet the Premises for any of the purposes permitted to Tenant under this Lease (subject however to compliance with Tenant’s obligations under this Lease) provided that (i) Tenant shall not then be in default in the performance of any of its obligations under this Lease, (ii) prior to such assignment or subletting, Tenant furnishes Landlord with the name of any such related corporation, together with evidence reasonably satisfactory to Landlord that the proposed assignee or subtenant, as permitted by the terms case may be, is a related corporation of Tenant, (iii) in the event of an assignment or a sublease of all or substantially all of the Note Agreement. If this Lease is assignedPremises, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant sublessee shall have a net worth computed in accordance with generally accepted accounting principles at least equal to comply with all terms the net worth of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond Tenant named herein on the term date of this Lease), and a duplicate original proof satisfactory to Landlord of such sublease or assignment net worth shall be have been delivered to Landlord at least ten (10) days prior to the commencement effective date of any such sublease or assignmenttransaction. Any assignee For the purposes hereof, “control” shall assume, by instrument in form and content satisfactory be deemed to Landlord, the due performance mean ownership of not less than fifty-one percent (51%) of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, legal and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its equitable interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedother business entities.

ASSIGNMENT AND SUBLEASE. Provided there are Tenant will not mortgage, pledge, assign or otherwise transfer this Lease or sublet all or any portion of the Premises in any manner except as specifically provided for in this Article 6: a) If Tenant desires to assign this Lease or sublease all or part of the Premises, the terms and conditions of such assignment or sublease will be communicated by Tenant to Landlord in writing no Events less than thirty (30) days prior to the effective date of Defaults hereunder such sublease or under assignment. Prior to such effective date, Landlord will have the Note Agreementoption, upon notice to Tenant, to terminate the Lease, (i) in the case of subletting, solely as to that portion of the Premises to be sublet, or (ii) in the case of an assignment, as defined herein to all of the Premises, and thereinin such event, Tenant will be fully released from its obligations with respect to the terminated space (“Recapture Space”) accruing from and after the effective date. If Landlord terminates the Lease as to the Recapture Space, in no event will Landlord be liable for a brokerage commission in connection with the proposed assignment or sublet. If Landlord recaptures the Recapture Space, Tenant shall be responsible for fifty percent (50%) of the cost for all alterations required to separate the Recapture Space from the balance of the Premises, including, but not limited to, construction of demising walls and separation of utilities. b) In the event that the Landlord elects not to terminate the Lease as to the Recapture Space, Tenant may assign this Lease or sublease all sublet the whole or any portion of the Demised Premises Premises, subject to Landlord’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed, subject to the following terms hereof. and conditions and provided the proposed occupancy is in keeping with that of a first-class office building: i) Tenant shall not assign this Lease without will provide to Landlord the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoingname, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms address, nature of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent business and Additional Rent directly from such assignee. If any part evidence of the Demised Premises is sublet and any Event financial condition of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the proposed assignee or subtenant to comply with sublessee; ii) The assignee will assume, by written instrument, all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term obligations of the Tenant under this Lease), and a duplicate original copy of such sublease or assignment shall assumption agreement will be delivered furnished to Landlord at least within ten (10) days prior of its execution. No further assignment of this Lease or subletting all or any part of the Premises will be permitted; iii) Each sublease will provide that sublessee’s rights will be no greater than those of Tenant, and that the sublease is subject and subordinate to this Lease and to the commencement matters to which this Lease is or will be subordinate, and that in the event of such sublease or assignment. Any assignee shall assume, default by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations Tenant under this Lease, Landlord may, at its option, have such sublessee will attorn to Landlord provided, however, in such case Landlord will not (i) be liable for any previous act or omission of Tenant under such sublease or, (ii) be subject to any offset not expressly provided for in this Lease or by any previous prepayment of more than one month’s rent; iv) The liability of Tenant and each assignee will be joint, several and primary for the observance of all the provisions, obligations and undertakings of this Lease, including the payment of Fixed Basic Rent and Additional Rent through the entire Term, as the same may be renewed, extended or otherwise modified; v) Tenant will promptly pay to Landlord fifty percent (50%) of any accrued obligations at the time consideration received for any assignment or fifty percent (50%) of the effective date rent (fixed basic rent and additional rent) and any other consideration payable by the subtenant to Tenant under or in connection with a sublease, as and when received, in excess of the assignmentFixed Basic Rent required to be paid by Tenant for the area sublet, and such assumption agreement which shall state that the same is be adjusted to credit any reasonable, out-of-pocket, customary expenditures made by Tenant for purposes of obtaining the subtenant, including brokerage commissions and tenant improvement costs; vi) The acceptance by Landlord of any rent from the assignee for or from any subtenant or the express benefit failure of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all insist upon strict performance of any of the terms, conditions and covenants and conditions of this Lease and to all will release neither Tenant, nor any assignee assuming this Lease, from the Tenant’s obligations set forth in this Lease; vii) The proposed assignee or subtenant is not then an occupant of any part of the rights Building; viii) The proposed assignee or subtenant is not an entity or a person or an affiliate of an entity with whom Landlord hereunder; and is or has been, within the preceding twelve (12) month period, negotiating to lease space in the event this Lease shall terminate before Building or any other building owned by Landlord or its affiliates within a five-mile radius of the expiration Building; ix) There will not be more than one (1) subtenant in the Premises; x) Tenant will not advertise the subtenancy for less than Landlord’s then current market rent for the Premises; xi) Tenant will pay Landlord a FIVE HUNDRED AND 00/100 DOLLAR ($500.00) administrative fee for each request for consent to any sublet or assignment simultaneously with Tenant’s request for consent to a specific sublet or assignment, provided that consent is not unreasonably denied; and xii) The proposed assignee or subtenant will use the Premises for the Permitted Use only. c) If Tenant is a corporation (other than a corporation whose stock is listed and traded on a nationally recognized stock exchange), the transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of a majority of the issued and outstanding stock [or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock which results in a change of control of Tenant], and if Tenant is a partnership, joint venture or limited liability company (collectively “Entity”), the transfer (by one or more transfers) of an interest in the distributions of profits and losses of such subleaseEntity (or other mechanism, such as, by way of example, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease creation of additional partnership or to surrender possession thereunder, as limited liability company interests) which results in a result change of the termination control of such Entity will be deemed an assignment of this Lease. No sublease shall be permitted hereby unless as a condition , subject to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised PremisesArticle. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premisescontrary, Tenant may assign this Lease or sublet all or any portion thereofof the Premises to (i) any corporation or other Entity directly or indirectly controlling or controlled by Tenant or under common control with Tenant, or (ii) any successor by merger, consolidation, corporate reorganization or acquisition of all or substantially all of the assets of Tenant even if Tenant is not the surviving entity (any transaction referred to in clauses (i) or (ii) hereof will be a “Permitted Transfer”) provided that the net worth of any assignment transferee of a Permitted Transfer will not be less than the greater of (A) the net worth of Tenant immediately preceding the Permitted Transfer or (B) the net worth of Tenant as of the date of the execution and delivery of this Lease by both parties. Any other assignment or subleasing of Tenant’s interest under this Lease will be subject to Landlord’s approval, which approval will not be unreasonably withheld, conditioned or delayed. d) Except as specifically set forth above, if any portion of the Premises or of Tenant's ’s interest in this Lease is acquired by any other person or estate in entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised PremisesTenant, or any portion thereof, and no assignee shall further assign or sublet if Tenant pledges its interest in this Lease or its interest or estate in the Demised Premisesany security deposit required hereunder, or any portion thereof, without Landlord's prior written consent Tenant will be in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containeddefault.

ASSIGNMENT AND SUBLEASE. Provided there are Lessee may assign or sublease the within Lease to any party subject to the following: a. In the event Lessee desires to assign this Lease or sublease all or part of the Premises to any other party, the terms and conditions of such assignment or sublease shall be communicated to the Lessor in writing prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee, to: (i) sublease such space from Lessee at the lower rate of (a) the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this Lease or (b) the terms set forth in the proposed sublease, (ii) recapture in the case of subletting, that portion of the Premises to be sublet or all of the Premises in the case of an assignment (“Recapture Space”) so that such prospective sublessee or assignee shall then become the sole Lessee of Lessor hereunder, or (iii) recapture the Recapture Space for Lessor’s own use and the within Lessee shall be fully released from any and all obligations hereunder with respect to the Recapture Space. b. In the event that the Lessor elects not to recapture the Lease as hereinabove provided, the Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Premises, subject to the Lessor’s prior written consent, which consent shall not be unreasonably withheld, on the basis of the following terms and conditions: i. The Lessee shall provide to the Lessor the name and address of the assignee or sublessee. ii. The assignee or sublessee shall assume, by written instrument, the form of which shall be satisfactory to the Landlord, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to the Lessor within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee’s rights against Lessor shall be no Events greater than those of Defaults hereunder Lessee. Lessee further agrees that, notwithstanding any such subletting, no other and further subletting of the Premises by Lessee or any person claiming through or under Lessee shall or will be made except upon compliance with and subject to the Note Agreementprovisions of this Article 8. iii. Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of default by Lessee under this Lease, Lessor may, at its option, take over all of the right, title and interest of Lessee, as defined sublessor, under such sublease, and such sublessee shall, at Lessor’s option, attorn to Lessor pursuant to the then executory provisions of such sublease, except that Lessor shall not (i) be liable for any previous act or omission of Lessee under such sublease or, (ii) be subject to any offset not expressly provided in such sublease which theretofore accrued to such sublease to which Lessor has not specifically consented in writing or by any preview prepayment of more than one month’s rent. iv. The Lessee and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Fixed Basic Rent and Additional Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. v. The Lessee and any assignee shall promptly pay to Lessor any consideration received for any assignment and/or all of the rent, as and when received, in excess of the Rent required to be paid by Lessee for the area sublet computed on the basis of an average square foot rent for the gross square footage Lessee has leased. vi. In any event, the acceptance by the Lessor of any rent from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Lessee herein, nor any assignee assuming this Lease, from any and thereinall of the obligations herein during and for the entire Term of this Lease. vii. Lessee shall pay ONE THOUSAND DOLLARS ($1,000.00) to cover Lessor’s handling charges for each request for consent to any sublet or assignment prior to Lessor’s consideration of the same. Lessee acknowledges that its sole remedy with respect to any assertion that Lessor’s failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Lessee shall have no other claim or cause of action against Lessor as a result of Lessor’s actions in refusing to consent thereto. c. Notwithstanding anything to the contrary set forth herein, with the consent of Lessor, which consent shall not be unreasonably withheld or delayed, Tenant may assign this Lease or sublease sublet all or of any portion of the Demised Premises to any successor by merger, consolidation, corporate reorganization, or to any entity which purchases all or substantially all of the assets of Lessee provided that any such entity has a net worth at the time of such purchase or merger equal to or greater than the net worth of Lessee immediately preceding such purchase or merger. Any other assignment or subletting of Lessee’s interest under this Lease shall be subject to Lessor’s approval, which approval shall not be unreasonably withheld or delayed. d. In the event that any or all of Lessee’s interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee’s interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the “Grantor”), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a “Disposition”), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Lessor shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee’s interest by such Disposition, and the exercise of the option by Lessor shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accept such offer of first refusal, the transaction shall be consummated pursuant to the terms hereofand conditions of the Disposition described in the notice to Lessor. Tenant In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Lessor or any change in the terms of payment for such Disposition shall not constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. e. Without limiting any of the provisions of Articles 12 and 13, if pursuant to the Federal Bankruptcy Code (herein referred to as the “Code”), or any similar law hereafter enacted having the same general purpose, Lessee is permitted to assign this Lease without notwithstanding the exclusive prior written consent restrictions contained in this Lease, adequate assurance of Landlord and any mortgagee. Notwithstanding future performance by an assignee expressly permitted under such Code shall be deemed to mean the foregoingdeposit of cash security in an amount equal to the sum of one year’s Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, Tenant may assign this Lease to any person which is a successor to Tenant as permitted deposit shall be held by Lessor for the terms balance of the Note Agreement. If this Lease is assignedTerm, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of without interest, as security for the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due full performance of all of Tenant's Lessee’s obligations under this Lease, including any accrued obligations at to be held and applied in the time manner specified for security in Article 16. f. Except as specifically set forth above, no portion of the effective date Premises or of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its Lessee’s interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding may be acquired by any consent other person or entity, whether by Landlord to any sublease assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesLessee, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Lessee pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are In no Events of Defaults hereunder event shall this Sublease or under the Note Agreementterm ----------------------- and estate granted hereby be assigned, as defined herein and thereinmortgaged, Tenant may assign this Lease pledged, encumbered or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease otherwise transferred by Sublessee without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding Sublessor, which consent shall not be unreasonably withheld, conditioned or delayed, provided, that: in Sublessor's reasonable judgment, (i) the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the proposed --------- ----- assignee or subtenant shall be a reputable person or entity of good character, (ii) the prospective occupancy of the proposed assignee or subtenant shall be limited to the use of the Subleased Premises specifically permitted by this Sublease and (iii) the proposed assignee or subtenant shall not be a competitor of Sublessor, i.e., the proposed assignee or subtenant shall not be engaged in the business of wholesale telecommunications services, including without limitation internet telephony. Notwithstanding any assignment or transfer of this Sublease, and notwithstanding the acceptance of rent by Sublessor from an assignee, transferee, or any other party, Sublessee shall remain fully liable for the payment of rent and for the performance and observance of all other obligations of this lease on the part of Sublessee to be performed or observed. Notwithstanding anything to the contrary in this Sublease, Sublessor's consent shall not be required for the following transfers, although Sublessee shall comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or sublettingrequirements arising under the Lease, including without limitation, notifying the cost Landlord and obtaining the Landlord's consent: (i) the dissolution of any alterationSublessee (if Sublessee is a partnership) and immediate reconstitution into a partnership or the addition or withdrawal or partners, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any reallocation of interests among partners of the foregoing. No assignment or sublease shall be made unless any guarantor of partnership, provided that the Tenant's obligations or any party responsible reconstituted partnership is obligated for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of TenantSublessee's obligations under the Lease or any assigneeSublease and that Sublessee remains liable for all Sublessee's obligations despite such reconstitution; (ii) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Sublease to any successor of Sublessee (A) into which or with which Sublessee is merged or consolidated, (B) arising from the transfer of TenantSublessee's interest under this Sublease made in conjunction with the transfer of a majority of the assets and liabilities of Sublessee, or estate (C) arising from the acquisition of the assets and liabilities of another firm by Sublessee, provided that such successor is obligated for all Sublessee's obligations under the Sublease and that Sublessee remains liable for all Sublessee's obligations despite such assignment to a successor; (iii) the assignment of this Sublease or the sublease of any portion of the Subleased Premises to (A) any successor of Sublessee to all of the assets and liabilities of Sublessee's Princeton, New Jersey office provided that such successor is a typical tenant for a first-class office building, (B) to any corporation, partnership or other entity created by Sublessee that is or prior to such proposed sublease or assignment was, a wholly-owned subsidiary of Sublessee and to which Sublessee transferred a portion of Sublessee's assets, or (C) to an Affiliate (defined below) of Sublessee, provided that in the Demised Premisescase of (A), no sublessee shall assign its sublease nor further sublease the Demised Premises(B) or (C) of this subsection (iii), or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of TenantSublessee remains liable for all Sublessee's obligations in this Lease containeddespite such assignment.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign or sublease the within Lease to any party subject to the following: a) In the event Tenant desires to assign this Lease or sublease seventy percent (70%) or more of the Premises to any other party, Tenant shall provide written notice of the terms and conditions of such assignment or sublease to Landlord prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Landlord shall have the option, exercisable by written notice to Tenant within ten (10) business days of Landlord's receipt of written notice from Tenant, to: (i) sublease such space from Tenant at the lower rate of (a) the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this Lease or (b) the terms set forth in the proposed sublease, (ii) recapture (in the case of subletting) that portion of the Premises to be sublet or all of the Premises (in the case of an assignment) ("Recapture Space") so that such prospective subtenant or assignee shall then become the sole Tenant of Landlord hereunder, or (iii) recapture the Recapture Space for Landlord's own use, whereupon Tenant shall be fully released from any and all obligations hereunder with respect to the Recapture Space. b) In the event that the Landlord elects not to recapture the Lease as hereinabove provided, the Tenant may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to the terms hereof. Tenant shall not assign this Lease without the exclusive Landlord's prior written consent of Landlord and any mortgagee. Notwithstanding not to be unreasonably withheld, conditioned or delayed , on the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms basis of the Note Agreementfollowing terms and conditions: i) The Tenant shall provide to the Landlord the name and address of the assignee or subtenant. ii) The assignee or subtenant shall assume, by written instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to the Landlord within ten (10) days of its execution. If Any sublease shall expressly acknowledge that said subtenant's rights against Landlord shall be no greater than those of Tenant. iii) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease is assignedLease, Lessor may collect Base including, but not limited to, the payment of Fixed Basic Rent and Additional Rent directly reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. iv) The Tenant and any assignee shall promptly pay to Landlord fifty percent (50%) of the net profit received from such assigneesubleasing or assignment. If Net profit will be calculated after deducting the Tenant's direct costs of implementing the sublease or assignment. v) In any part event, the acceptance by the Landlord of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant from any of the subtenants or the failure of the Landlord to comply with insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Tenant herein, nor any assignee assuming this Lease, from any and all terms of this Lease except the obligations herein during and for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term entire Term of this Lease). vi) Landlord shall require a Five Hundred Dollars ($500.00) payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord's failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord's actions in refusing to consent thereto. c) If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of subsection a hereof shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease, and if Tenant is a duplicate original partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such sublease partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but subsections (a) and (b) hereof shall be not apply to transactions with a corporation or other entity into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant's assets, stock, or membership units are transferred or to any corporation, or other entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in the event of such merger, consolidation or transfer of all or substantially all of Tenant's assets, stock or membership units (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of Tenant herein named on the date of this Lease, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the commencement effective date of any such transaction. d) In the event that any or all of Tenant's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Tenant, or to Tenant as a debtor in possession, and subsequently any or all of Tenant's interest in the Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or other representative or agent of Tenant as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor", for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Landlord (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Landlord in reasonable detail of all of the terms and conditions of such sublease Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Landlord has failed or assignmentrefused to accept such right of first refusal as to the Disposition, as set forth herein. Any assignee Landlord shall assumehave sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Tenant's interest by such Disposition, and the exercise of the option by instrument in form and content satisfactory Landlord shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Landlord to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Landlord. In the event Landlord accept such offer of first refusal, the due transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Landlord. In the event Landlord rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Landlord or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Landlord hereunder. e) Without limiting any of the provisions of this Section 21, if pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"), or any similar law hereafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year's Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Landlord for the balance of the Term, without interest, as security for the full performance of all of Tenant's obligations under this Lease, including to be held and applied in the manner specified for any accrued obligations at the time security deposit required hereunder. f) Except as specifically set forth above, no portion of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest in this Lease may be acquired by any other person or estate in entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesTenant, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Tenant pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign or sublease the within Lease to any party subject to the following: a) In the event Tenant desires to assign this Lease or sublease seventy percent (70%) or more of the Premises to any other party, Tenant shall provide written notice of the terms and conditions of such assignment or sublease to Landlord prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Landlord shall have the option, exercisable by written notice to Tenant within ten (10) business days of Landlord's receipt of written notice from Tenant, to: (i) sublease such space from Tenant at the lower rate of (a) the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this Lease or (b) the terms set forth in the proposed sublease (ii) recapture (in the case of subletting) that portion of the Premises to be sublet or all of the Premises (in the case of an assignment) ("Recapture Space") so that such prospective subtenant or assignee shall then become the sole Tenant of Landlord hereunder, or (iii) recapture the Recapture Space for Landlord's own use, whereupon Tenant shall be fully released from any and all obligations hereunder with respect to the Recapture Space. b) In the event that the Landlord elects not to recapture the Lease as hereinabove provided, the Tenant may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to the Landlord's prior written consent, on the basis of the following terms hereof. and conditions: i) The Tenant shall not assign this Lease without provide to the exclusive prior written consent of Landlord the name and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms address of the Note Agreementassignee or subtenant. ii) The assignee or subtenant shall assume, by written instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to the Landlord within ten (10) days of its execution. If Any sublease shall expressly acknowledge that said subtenant's rights against Landlord shall be no greater than those of Tenant. iii) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease is assignedLease, Lessor may collect Base including, but not limited to, the payment of Fixed Basic Rent and Additional Rent directly reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. iv) The Tenant and any assignee shall promptly pay to Landlord fifty percent (50%) of the net profit received from such assigneesubleasing or assignment. If Net profit will be calculated after deducting the Tenant's direct costs of implementing the sublease or assignment. v) In any part event, the acceptance by the Landlord of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant from any of the subtenants or the failure of the Landlord to comply with insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Tenant herein, nor any assignee assuming this Lease, from any and all terms of this Lease except the obligations herein during and for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term entire Term of this Lease). vi) Tenant acknowledges that its sole remedy with respect to any assertion that Landlord's failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord's actions in refusing to consent thereto. c) If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of subsection a hereof shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease, and if Tenant is a duplicate original partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such sublease partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall be not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant's assets are transferred or to any corporation which controls or is controlled by Tenant or is under common control with Tenant, provided that in the event of such merger, consolidation or transfer of all or substantially all of Tenant's assets (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of Tenant herein named on the date of this Lease, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the commencement effective date of any such transaction. Notwithstanding the foregoing, Tenant may assign its rights under this lease to an entity which is in common control with Tenant, is controlled by Tenant or controls Tenant as well as to an entity in which Tenant or any of the foregoing is a principal investor provided, however, no such assignment shall relieve Tenant or Guarantor of its obligations hereunder. d) In the event that any or all of Tenant1s interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Tenant, or to Tenant as a debtor in possession, and subsequently any or all of Tenant's interest in the Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or other representative or agent of Tenant as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor", for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Landlord (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Landlord in reasonable detail of all of the terms and conditions of such sublease Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Landlord has failed or assignmentrefused to accept such right of first refusal as to the Disposition, as set forth herein. Any assignee Landlord shall assumehave sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Tenant's interest by such Disposition, and the exercise of the option by instrument in form and content satisfactory Landlord shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Landlord to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Landlord. In the event Landlord accept such offer of first refusal, the due transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Landlord. In the event Landlord rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Landlord or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Landlord hereunder. e) Without limiting any of the provisions of this Section 21, if pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"), or any similar law hereafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year's Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Landlord for the balance of the Term, without interest, as security for the full performance of all of Tenant's obligations under this Lease, including to be held and applied in the manner specified for any accrued obligations at the time security deposit required hereunder. f) Except as specifically set forth above, no portion of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest in this Lease may be acquired by any other person or estate in entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesTenant, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Tenant pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Lessee may not mortgage, pledge, hypothecate, assign, transfer or under sublet this Lease or the Note Agreement, Premises in any manner except as defined herein and therein, Tenant specifically provided for in this Section 7: (A) Lessee may assign this Lease or sublet the whole or any portion of the Premises (including, but not limited to, an assignment of this Lease made in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises), subject to Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease all of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be on the basis of the following terms and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms all of the Note Agreement. If obligations of this Lease is assignedLease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to Lessor may collect Base together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain liable for the observance of all of the covenants and provisions of this Lease, including, but not limited to, the payment of Term Basic Rent and Additional Rent directly from such assignee. If any part of reserved herein, as and when required to be paid, through the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term entire Term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that as the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby may be renewed, extended or otherwise modified if at all and each subtenant shall be take subject and subordinate to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and conditions of this Lease and to all of the rights of Landlord hereunder; obligations herein during and in for the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination entire Term of this Lease. No sublease . (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor money damages by reason of any refusal, withholding or delaying by Lessor of any consent, and in such event, Lessee's only remedies therefor shall be permitted hereby unless as a condition an action for specific performance, injunction or declaratory judgment to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee enforce any such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations requirement. (B) If Lessor shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of Tenant's interest the Assignment Profits or estate in the Demised PremisesSublease Profits, no sublessee shall assign its sublease nor further sublease as the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent case may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.be:

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent consent, not to be unreasonably withheld, conditioned or delayed. In the event of Landlord any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. Tenant shall provide Landlord with at least thirty (30) days’ prior notice of Xxxxxx’s intent to market all or a portion of the Leased Premises for assignment or sublease to third parties. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or with the consummation of the proposed assignment or sublease would be reasonably likely to be adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable, or (iii) the financial condition of the proposed assignee or subtenant is insufficient, in Landlord’s commercially reasonable judgment, to comply meet its obligations hereunder. Landlord shall deny or give its consent to any proposed assignment or subletting within five (5) business days after receiving a request to consent, and if Landlord denies such request then it shall provide Tenant with all terms a detailed reason therefor. If Landlord has not responded to Xxxxxx’s request within five (5) business days of delivery of a final execution-ready assignment or sublease document, together with the materials necessary to satisfy the consent requirements (if any) set forth in this Lease except for any sublease termLease, which then Tenant shall be at Tenant's discretion entitled to send Landlord a second (but 2nd) notice containing the following statement in no event extend beyond the term of this Lease)bold and CAPITAL letters “THIS NOTICE IS BEING SENT PURSUANT TO ARTICLE 11 OF THE LEASE. XXXXXXXX HAS FAILED TO RESPOND TO TENANT’S REQUEST FOR APPROVAL OF AN ASSIGNMENT OR SUBLEASE TRANSACTION, and a duplicate original of such sublease or assignment AND IF LANDLORD FAILS TO RESPOND WITHIN TWO (2) BUSINESS DAYS FOLLOWING DELIVERY OF THIS NOTICE, LANDLORD SHALL BE DEEMED TO HAVE APPROVED TENANT’S PROPOSED ASSIGNMENT OR SUBLEASE TRANSACTION,” then Landlord shall be delivered deemed to Landlord at least ten have approved the proposed transaction consistent with Xxxxxx’s request. (10c) days prior to If Tenant shall make any assignment or sublease, with Xxxxxxxx’s consent, for a rental in excess of the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, including any accrued obligations at the time then after reimbursement to Tenant of the effective date of the assignment, and Tenant’s expenses related to such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such assignment or sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned pay to Landlord and Landlord shall have effectively assigned to mortgagee fifty percent (50%) of any such subleaseexcess rental within three (3) business days of receipt. Tenant agrees to pay on behalf Landlord $1,500.00 within thirty (30) days of written demand by Landlord any for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its Xxxxxx’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events Tenant may, with Landlord’s prior written consent, which will not be unreasonably withheld, conditioned or delayed, sublease the Premises, or assign or transfer or permit the transfer of Defaults hereunder this Lease or under the Note Agreementinterest of Tenant in the Lease, as defined herein and therein, in whole or in part. If Tenant may desires to assign this Lease or to enter into any sublease all or any portion of the Demised Premises Premises, Tenant shall deliver written notice of such intent to Landlord together with a copy of the proposed assignment or sublease at least 30 days prior to the effective date of the proposed assignment or commencement date of the term of the proposed sublease. Any approved sublease shall be expressly subject to the terms hereofand conditions of this Lease. In the event of any approved sublease or assignment, Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and be released or discharged from any mortgagee. Notwithstanding the foregoingliability, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assignedwhether past, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunderpresent, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease termfuture, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at renewal term of this Lease, and if the time sublease or assignment provides for rent in excess of the effective date Rent payable to Landlord under the terms of this Lease, 50% of the assignment, and such assumption agreement shall state that difference between the same is made Rent payable by the assignee for or subtenant and the express benefit of Rent payable to Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of under the terms, covenants and conditions terms of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn be paid to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result in consideration of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment its consent to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such . An assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required considered to confirm include a change in writing their approval the majority ownership or control of such modificationTenant if Tenant is a corporation whose shares of stock are not traded publicly, and that their obligations continue as to or, if Tenant is a partnership, a change in the Lease as so modifiedgeneral partner of the partnership or a change in the persons holding more than 50% interest in the partnership, or a change in majority ownership or control of any general partner of the partnership. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfermortgage, sublet, assign pledge or otherwise encumber hypothecate its leasehold interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's ’s prior written consent in each and every instance consent, which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedat Landlord’s sole discretion.

ASSIGNMENT AND SUBLEASE. Provided there are no Events Lessee is not in default of Defaults hereunder any provisions of this Lease, Lessee may assign or under sublease the Note Agreement, as defined herein and therein, Tenant may within Lease to any party subject to the following: a. In the event Lessee desires to assign this Lease or sublease all or part of the Premises to any other party, the terms and conditions of such assignment or sublease shall be communicated to the Lessor in writing prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee, to: (i) sublease such space from Lessee at the lower rate of (a) the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this Lease or (b) the terms set forth in the proposed sublease, (ii) recapture in the case of subletting, that portion of the Premises to be sublet or all of the Premises in the case of an assignment ("Recapture Space") so that such prospective sublessee or assignee shall then become the sole lessee of Lessor hereunder, or (iii) recapture the Recapture Space for Lessor's own use and the within Lessee shall be fully released from any and all obligations hereunder with respect to the Recapture Space. b. In the event that the Lessor elects not to recapture the Lease as hereinabove provided, the Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to the terms hereof. Tenant Lessor's prior written consent, which consent shall not assign this Lease without be unreasonably withheld, on the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms basis of the Note Agreement. If this Lease is assigned, following terms and conditions: i. The Lessee shall provide to the Lessor may collect Base Rent the name and Additional Rent directly from such assignee. If any part address of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with sublessee. ii. The assignee or sublessee shall assume, by written instrument, all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term obligations of this Lease), and a duplicate original copy of such sublease or assignment assumption agreement shall be delivered furnished to Landlord at least the Lessor within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee's rights against Lessor shall be no greater than those of Lessee. Lessee further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Lessee or any person claiming through or under Lessee shall or will be made except upon compliance with and subject to the provisions of this Article 8. iii. Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of default by Lessee under this Lease, Lessor may, at its option, take over all of the right, title and interest of Lessee, as sublessor, under such sublease, and such sublessee shall, at Lessor's option, attorn to Lessor pursuant to the then executory provisions of such sublease, except that Lessor shall not (i) be liable for any previous act or omission of Lessee under such sublease or, (ii) be subject to any offset not expressly provided in such sublease which theretofore accrued to such sublease to which Lessor has not specifically consented in writing or by any previous prepayment of more than one month's rent. iv. The Lessee and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Fixed Basic Rent and Additional Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. v. The Lessee and any assignee shall promptly pay to Lessor any consideration received for any assignment and/or all of the rent, as and when received, in excess of the Rent required to be paid by Lessee for the area sublet computed on the basis of an average square foot rent for the gross square footage Lessee has leased. vi. In any event, the acceptance by the Lessor of any rent from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. vii. Lessor shall require a FIVE HUNDRED AND 00/100 DOLLAR ($500.00) payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Lessee acknowledges that its sole remedy with respect to any assertion that Lessor's failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Lessee shall have no other claim or cause of action against Lessor as a result of Lessor's actions in refusing to consent thereto. c. If Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Subsection 8a. shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee's assets are transferred or to any corporation which controls or is controlled by Lessee or is under common control with Lessee, provided that in the event of such merger, consolidation or transfer of all or substantially all of Lessee's assets (i) the successor to Lessee has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of Lessee herein named on the date of this Lease, and (ii) proof satisfactory to Lessor of such net worth shall have been delivered to Lessor at least 10 days prior to the commencement effective date of any such transaction. d. In the event that any or all of Lessee's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee's interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor", for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such sublease Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or assignmentrefused to accept such right of first refusal as to the Disposition, as set forth herein. Any assignee Lessor shall assumehave sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee's interest by such Disposition, and the exercise of the option by instrument in form and content satisfactory Lessor shall be effected by notice to Landlordthat effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accept such offer of first refusal, the due transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Lessor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. e. Without limiting any of the provisions of Articles 12 and 13, if pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"), or any similar law hereafter enacted having the same general purpose, Lessee is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year's Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Lessor for the balance of the Term, without interest, as security for the full performance of all of TenantLessee's obligations under this Lease, including any accrued obligations at to be held and applied in the time manner specified for security in Article 16. f. Except as specifically set forth above, no portion of the effective date Premises or of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at LandlordLessee's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding may be acquired by any consent other person or entity, whether by Landlord to any sublease assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesLessee, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Lessee pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events a. Subtenant shall not directly or indirectly, voluntarily or by operation of Defaults hereunder law, sell, assign, encumber, pledge, mortgage or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease otherwise transfer or sublease hypothecate all or any portion part of or interest in this Sublease or further sublet, or allow any other person or entity to occupy or use, all or any part of the Demised Sublease Premises (a “Sublease Transfer”), except with Sublandlord’s prior written consent in its sole discretion and subject to and in compliance with all of the terms and conditions of the Master Lease as incorporated herein, and Sublandlord (in addition to Master Landlord) shall have the same rights with respect to a Sublease Transfer as Master Landlord has under the Master Lease. Notwithstanding anything in this Sublease to the contrary, Subtenant may enter into a Permitted Transfer of this Sublease without Sublandlord’s consent provided the conditions of Section 10(f) of the Master Lease are satisfied and such transferee has a net worth immediately following such transaction that is equal to or greater than the net worth of Subtenant as of the date immediately prior to such transaction. b. Subtenant shall pay all fees and costs payable to Master Landlord pursuant to the Master Lease as well as all of Sublandlord’s costs (not to exceed $5,000) relating to any proposed Sublease Transfer regardless of whether any required consent is granted, and the effectiveness of any such consent shall be conditioned upon Master Landlord’s and Sublandlord’s receipt of all such fees and costs. c. At any time within ten (10) Business Days after Sublandlord’s receipt of notice of a proposed Sublease Transfer of or pertaining to more than fifty percent (50%) of the Sublease Premises for all or substantially all of the remainder of the Sublease Term, Sublandlord may by written notice to Subtenant elect to recapture the enter Sublease Premises and terminate this Sublease (the “Recapture Option”). If Sublandlord exercises its Recapture Option, Sublandlord and Subtenant shall enter into an appropriate termination of this Sublease; and Sublandlord shall have the right to use or relet the Sublease Premises for any legal purpose in its sole discretion. d. If Master Landlord and Sublandlord consent to any Sublease Transfer, (i) fifty percent (50%) of the Assignment or Sublease Profits realized by Subtenant shall be paid in full to Sublandlord, subject to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms conditions of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Master Lease, including profit sharing by Master Landlord, (ii) any accrued obligations at improvements, additions, or alterations to the time of Building or the effective date of the assignment, and such assumption agreement shall state Project that the same is made are required by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, Law as a result of the termination of this Lease. No sublease such Sublease Transfer shall be permitted hereby unless as a installed and provided without cost or expense to Sublandlord, and Sublandlord may condition its consent to effectiveness thereofany proposed subtenant or assignee on the construction of such improvements, Tenant shall have assigned additions, or alterations, (iii) Subtenant may thereafter within ninety (90) days after Master Landlord’s and Sublandlord’s consent, but not later than the expiration of said ninety (90) days, enter into such Assignment or Sublease of the Sublease Premises or portion thereof upon the terms and conditions set forth in the notice furnished by Subtenant to Master Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedSublandlord pursuant hereto.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under The Lessee may not, at any time, sublease the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or Leased Premises nor any portion of the Demised Premises subject to the terms hereof. Tenant shall not thereof nor assign this Lease without the exclusive prior written consent of Landlord the Lessor, such consent not to be unreasonably withheld; provided, however, that in the event of any such subletting or assignment with the Lessor's prior written consent as hereinabove set forth, the Lessee (and any mortgagee. Notwithstanding the foregoingGuarantor, Tenant may assign this Lease to any person which if there is a successor Guaranty pursuant to Tenant as permitted by the terms of this Lease) shall continue to remain liable to Lessor for all sums due hereunder and for the Note Agreementperformance of all covenants and duties of Lessee. If this Lease is assignedIn addition, Lessor may collect Base Rent and Additional Rent directly from such assignee. If in order for the Lessee to request the Lessor's approval to any part subletting of the Demised Leased Premises is sublet and or any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), the Lessee must prove, inter alia, to the satisfaction of the Lessor and a duplicate original Lessor's insurance carrier, that the proposed assignee or sublessee poses no greater credit risk to the Lessor than does the Lessee (in the Lessor's reasonable judgment) and that the business of such sublease subtenant or assignment shall be delivered to Landlord at least ten (10) days prior assignee poses no greater fire, casualty risk, or potential for environmental contamination to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, Leased Premises than did the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time business of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereofLessee. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything Anything contained in this Lease to the contrary and notwithstanding notwithstanding, any approval or consent by Landlord of the Lessor with respect to any sublease such requested subletting of the Demised Premises, Leased Premises or assignment of this Lease by the Lessee shall not be deemed to be the approval or the consent of the Lessor with respect to any such other or future subletting or assignment request of the Lessee with respect to the Leased Premises (or any portion thereof, ) or this Lease. In the event that the Lessor grants its consent to any sublease or assignment request by the Lessee under this Paragraph 21, the Lessee shall be responsible, at its sole cost and expense, for obtaining all governmental approvals of this Lease such sublease or assignment and for providing to the satisfaction of Tenant's interest Lessor, satisfactory proof thereof prior to the execution of any such sublease or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedassignment.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under (a) In the Note Agreement, as defined herein and therein, event Tenant may desires to assign this Lease or sublease all or part of the Premises to any other party, Tenant shall provide written notice of the terms and conditions of such assignment or sublease to Landlord prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Landlord shall have the option, exercisable by written notice to Tenant within ten (10) business days of Landlord’s receipt of written notice from Tenant, to: (i) sublease such space from Tenant at the lower rate of (a) the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this Lease or (b) the terms set forth in the proposed sublease, (ii) recapture (in the ease of subletting) that portion of the Premises to be sublet or all of the Premises (in the case of an assignment) (“Recapture Space”) so that such prospective subtenant or assignee shall then become the sole Tenant of Landlord hereunder, or (iii) recapture the Recapture Space for Landlord’s own use, whereupon Tenant shall be fully released from any and all obligations hereunder with respect to the Recapture Space. (b) In the event that the Landlord elects not to recapture the Lease as hereinabove provided, the Tenant may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to the terms hereof. Tenant shall not assign this Lease without the exclusive Landlord’s prior written consent not to be unreasonably withheld, conditioned or delayed, on the basis of the following terms and conditions: (i) The Tenant shall provide to the Landlord the following: (1) The name and address and address of the proposed assignee or subtenant; (2) All the terms and conditions of the assignment or subletting; (3) The nature and character of the business of the proposed assignee or subtenant; (4) Banking, financial and other credit information relating to the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the proposed assignee’s or sublessee’s financial responsibility; and (5) In the event of a subleasing of only a portion of the Premises, plans and specifications for tenant’s layout, partitioning, and electrical installations for the portion of the Premises to be subleased. (ii) Tenant acknowledges that it shall not be unreasonable for Landlord to withhold its consent if Tenant shall seek to assign or sublet to the following: (1) To a government or quasi-government agency; (2) To an entity whose financial or business character is not consistent with the other tenants in the Building or the Park or whose intended use is prohibited by another lease in the Building or the Park; (3) To an existing tenant of the Park, and such tenant has expansion options in its lease to lease additional space in the Park; (4) To a tenant for a rental rate less than that which Tenant is paying, and the Buildings in the Park arc less than 85% leased; and (5) To a tenant or prospect with whom Landlord or an affiliate of Landlord currently is negotiating for space in the Building or the Park. (iii) The assignee or subtenant shall assume, by written instrument, all of the obligations of the Tenant as provided by this Lease, and a copy of such assumption agreement shall be furnished to the Landlord within ten (10) days of its execution, provided, however, any mortgageesuch subtenants shall only be obligated to assume Tenant’s obligations arising under this Lease with respect to the portion of the Premises sublet. Notwithstanding Any sublease shall expressly acknowledge that said subtenant’s rights against Landlord shall be no greater than those of Tenant. In addition, any request by Tenant for Landlord’s consent to an assignment or sublease shall not include any option or right of expansion, renewal, first refusal, or any other right or option with respect to the foregoingPremises, any other portion of the Building or for any period of time beyond the original Term, Tenant may assign hereby acknowledging that such rights and options, if any, are personal to Tenant. (iv) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease to any person which is a successor to Tenant as permitted by Lease, including, but not limited to, the terms payment of the Note Agreement. If this Lease is assigned, Lessor may collect Base Fixed Basic Rent and Additional Rent directly from such assignee. If reserved herein, through the entire Term, as the same may be renewed, extended or otherwise modified. (v) The Tenant and any part assignee or subtenant, as applicable, shall promptly pay to Landlord fifty percent (50%) of the Demised Premises is sublet difference between the rent paid by such subtenant or assignee on a monthly basis and the amount of rent due for such month pursuant to this Lease. (vi) In any Event event, the acceptance by the Landlord of Default exists hereunder, Landlord may collect Base Rent and Additional Rent any rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant from any of the subtenants or the failure of the Landlord to comply insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Tenant herein, nor any assignee or subtenant, from any and all of the obligations to be performed by it in accordance herewith during and for the entire Term. (vii) Tenant shall pay to Landlord the sum of One Thousand Five Hundred Dollars ($1,500.00) to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with all terms of this Lease except for respect to any sublease term, which assertion that Landlord’s failure to consent to any sublet or assignment is unreasonable shall be at Tenant's discretion the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord’s actions in refusing to consent thereto. (but c) If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of subsection 24(a) hereof shall apply to a transfer (however accomplished, whether in no event extend beyond a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the term issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease), and if Tenant is a duplicate original partnership, limited liability company or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such sublease partnership, limited liability company or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership, limited partnership or member interests) which results in a change of control of such a partnership, limited liability company or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership, limited liability company or joint venture were an assignment of this Lease; but said provisions shall be not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant’s assets are transferred or to any corporation which controls or is controlled by Tenant or is under common control with Tenant, provided that in the event of such merger, consolidation or transfer of all or substantially all of Tenant’s assets (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of Tenant herein named on the date of this Lease, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the commencement effective date of any such sublease transaction. (d) Without limiting any of the provisions of this Section 24, if pursuant to the Federal Bankruptcy Code (herein referred to as the “Code”), or assignment. Any any similar law hereafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall assumebe deemed to mean the deposit of cash security in an amount equal to the sum of one year’s Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by instrument in form and content satisfactory to LandlordLandlord for the balance of the Term, without interest, as security for the due full performance of all of Tenant's ’s obligations under this Lease, including to be held and applied in the manner specified for any accrued obligations at the time security deposit required hereunder. (e) Except as specifically set forth above, no portion of the effective date Premises or of the Tenant’s interest in this Lease maybe acquired by any other person or entity, whether by assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the termsmortgage, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder willtransfer, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease operation of law or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor act of the Tenant's obligations or any party responsible for Tenant's obligations , nor shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet pledge its interest in this Lease or in any security deposit required hereunder. (f) In the event Tenant desires to assign its interest lease or estate in sublet any portion of the Demised Premises, Tenant shall cause any and all advertisements or any portion thereof, without notices of availability to be delivered to Landlord for Landlord's ’s approval prior written consent in each and every instance which consent may be withheld to releasing or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedpublishing same.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or Tenant acknowledges that this Lease and the Rent due under the Note Agreement, as defined herein this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and thereincreditworthiness; therefore, Tenant may shall not (a) assign (whether directly or indirectly), in whole or in part, this Lease, or (b) allow this Lease to be assigned, in whole or in part, by operation of law or otherwise, including, without limitation, by transfer of a controlling interest of stock, membership interests or partnership interests, or by merger or dissolution, which transfer of a controlling interest, merger or dissolution shall be deemed an assignment for purposes of this Lease, or (c) mortgage or pledge this Lease, or (d) sublet the Premises, in whole or in part, without (in the case of any or all of (a) through (d) above the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed (and Landlord’s lender, if applicable). Tenant may, however, assign this Lease or sublease all or any a portion of the Demised Premises subject to a wholly-owned subsidiary, provided that Tenant advises Landlord, in writing, in advance, and otherwise complies with the succeeding provisions of this Section 8. In no event shall any assignment or sublease ever release Tenant or any guarantor from any obligation or liability hereunder; and in the case of any assignment, Landlord shall retain all rights with respect to the terms hereofSecurity. Tenant shall not assign this Lease Any purported assignment, mortgage, transfer, pledge or sublease made without the exclusive prior written consent of Landlord (and any mortgageeLandlord’s lender, if applicable) shall be absolutely null and void and shall constitute a Default hereunder. Notwithstanding the foregoing, Tenant may assign No assignment of this Lease shall be effective and valid unless and until the assignee executes and delivers to Landlord (and Landlord’s lender, if applicable) any person which is and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Landlord pursuant to the preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in the event of any termination of this Lease. Tenant shall pay to Landlord a successor fee of $1,000.00 in regard to Tenant as permitted by the terms of the Note Agreement(and prior to) any proposed subletting or assignment. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If or if the Premises (or any part of the Demised Premises is thereof) are sublet and any Event of Default exists hereunderor used or occupied by anyone other than Tenant, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment whether or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but not in no event extend beyond the term violation of this Lease, Landlord or Agent may (without prejudice to, or waiver of its rights), and a duplicate original of such sublease collect Rent from the assignee, subtenant or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedoccupant.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the event of Landlord any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s reasonable opinion (i) the Leased Premises are or may be in any way adversely affected in any material way; (ii) the business reputation of the proposed assignee or subtenant is such that Landlord has reason to comply with all terms of this Lease except for any sublease termbelieve, which shall be at Tenant's discretion in Landlord’s commercially reasonable opinion, that such Tenant would have an adverse effect on the Building or the other tenants in the Building or in the Park; or (but iii) the prospective assignee or subtenant is a current tenant in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to building owned by Landlord at least ten the Park or is a bona-fide third-party prospective tenant with which Landlord is in negotiations to provide space and Landlord has space available which could timely be made available to such tenant. (10c) days prior Except with respect to the commencement Subtenant defined in Section 11.02 below, if Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, including Tenant shall pay to Landlord eighty five percent (85%) of any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to net excess rental upon receipt after Tenant first recaptures all of the termsits costs incurred in effecting such assignment or subletting, covenants including, without limitation, concessions, improvement costs, brokerage commissions and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleaselegal fees. Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events The Sublessee shall not mortgage, pledge, assign or transfer any interest of Defaults hereunder the Sublessee in this Sublease by voluntary act or under by operation of law, or otherwise; provided, however, that the Note Agreement, as defined herein and therein, Tenant Sublessee may assign this Lease or sublease all or any portion of the Demised Premises subject Leased Premises, and may grant concessions to others involving the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent use of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms portion of the Note Agreement. If this Lease is assignedLeased Premises, Lessor may collect Base Rent and Additional Rent directly from whether such assignee. If any part concessions purport to convey a leasehold interest or a license to use a portion of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for Leased Premises; provided that any sublease term, which shall be or concessions must at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall times be subject and subordinate to this Sublease. The Sublessee shall at all times remain liable for the performance of the terms, covenants and conditions on its part to be performed under this Sublease, notwithstanding any subletting or granting of concessions which may be made. Nothing herein contained shall be construed to relieve the Sublessee of its obligation to pay Base Rental and Additional Rental as provided in this Lease Sublease or to relieve the Sublessee of any other obligations contained herein. In no event will the Sublessee sublease or permit the use of all or any part of the Leased Premises in violation of the covenants contained herein or in the Nonarbitrage Certificate. The Sublessor shall, concurrently with the execution hereof, assign all of its right, title and interest in and to all this Sublease (except for its right to payment of its expenses under Section 3.1(b) hereof and its right to indemnification pursuant to Section 11 hereof), including without limitation its right to receive Base Rental payable hereunder, to the rights of Landlord hereunder; Purchaser pursuant to the Assignment Agreement, and in the event this Lease shall terminate before the expiration of Sublessee hereby approves such sublease, the sublessee thereunder will, at Landlord's option, attorn assignment. The parties hereto further agree to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord execute any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made documents necessary and proper in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedtherewith.

ASSIGNMENT AND SUBLEASE. Provided there are no Events (a) Tenant may, with the prior written consent of Defaults hereunder the Landlord, which shall not be unreasonably withheld, delayed or under the Note Agreementqualified, as defined herein and therein, Tenant may assign this Lease or sublease all sublet the whole or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and Premises. Tenant shall notify Landlord of any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any proposed assignment or sublease at least thirty (30) days prior to its effective date. The notice shall require include the name and address of the proposed assignee or subtenant subtenant, its corporate affiliates in the case of a corporation and its partners in a case of a partnership, an execution copy of the proposed assignment or sublease, and sufficient information to comply with all terms permit Landlord to determine the financial responsibility and character of this Lease except for the proposed assignee or subtenant. As a condition to any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term effective assignment of this Lease), the assignee shall execute and a duplicate original of such sublease or assignment shall be delivered deliver in form satisfactory to Landlord at least ten fifteen (1015) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such an assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the termsobligations of Tenant under this Lease. As a condition to any effective sublease, covenants subtenant shall execute and conditions deliver in form satisfactory to Landlord at least fifteen (15) days prior to the effective date of this Lease and the sublease, an agreement to comply with all of Tenant’s obligations under this Lease, and at Landlord’s option, an agreement (except for the rights economic obligations which subtenant will undertake directly to Tenant) to attorney to Landlord under the terms of Landlord hereunder; and the sublease in the event this Lease shall terminate terminates before the expiration sublease expires. Landlord’s failure to respond within ten (10) business days after submittal of such the name of the proposed subtenant, and the basic business terms of the assignment or sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result shall be deemed approval of the termination proposed assignment or sublease. Without limitation of any other reasonable basis for Landlord to withhold its consent to an assignment or sublease, it shall be deemed reasonable for Landlord to withhold its consent if: (i) Tenant is in default of its obligations under this Lease beyond any applicable cure period; (ii) the assignee fails to assume in writing all of the obligations of this Lease. No sublease shall , or the sublessee fails to agree in writing to be permitted hereby unless as a condition subject to effectiveness thereof, Tenant shall have assigned to Landlord all the terms and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf conditions of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to this Lease; (iii) such assignment or sublease and confirm that will permit the use of the Premises for any purpose forbidden by this Lease; (iv) the financial responsibility, or nature of business, of the proposed assignee or subtenant are not all reasonably satisfactory to Landlord; or (b) the proposed assignee or subtenant is a government entity. Tenant shall promptly furnish Landlord with an executed copy of the assignment or sublease. Any assignment of this Lease or any sublease of the Premises shall not relieve Tenant of any of its primary liability for its obligations under this Lease. (c) If Tenant shall not be affected by such assign this Lease or sublet all of the Premises for consideration in excess of the pro-rata portion of Rent applicable to the space subject to the assignment or sublease, andthen Tenant shall pay to Landlord as Additional Rent fifty percent (50%) of any “net profit” realized immediately upon receipt, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor subtraction of Tenant's obligations under the Lease or any assignee’s reasonable legal, marketing and retrofitting costs, if any, related thereto. (d) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained Anything in this Lease to the contrary and notwithstanding any notwithstanding, the consent by Landlord to any sublease of the Demised PremisesLandlord need not be obtained, nor shall the division of net profits set forth in Paragraph 15(c) above apply, if the assignment or any portion thereofsublease is to a parent, subsidiary or to any assignment affiliate of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereofTenant (“Tenant Affiliate). Accordingly, and no assignee shall by way of further clarification only, Tenant may, without Landlord’s prior written consent, assign or sublet its interest in this Lease or to a Tenant Affiliate, including its interest or estate signage rights set forth in Paragraph 25, below, and the Demised Premisesoption to renew set forth in Paragraph 36, or below, (but excluding any portion thereofrights personal to Tenant hereunder), subject, however, to (i) the Assignee’s use of the Premises in accordance with Paragraph 7 and its written assumption of Tenant’s obligations under this Lease pursuant to Paragraph 15(a), and (ii) Tenant’s remaining primarily liable for its obligations under this Lease pursuant to Paragraph 15(b). Tenant may likewise, without Landlord's ’s prior written consent consent, sublease all or a portion of the Premises to a Tenant Affiliate, subject to the remaining terms and conditions of this Lease, including (i) the subtenant’s use of the Premises in each accordance with Paragraph 7, above, and every instance which consent may be withheld or delayed as above provided(ii) its execution and delivery of the agreement to comply with Tenant’s obligations under the lease and return to Landlord in the event of Lease termination, if Landlord so elects, pursuant to Paragraph 15(a). No Tenant shall furnish Landlord with a copy of such further assignment or subleasing sublease within twenty (20) days after execution. (f) Subject to the subtenant’s (i) use of the Premises in accordance with Paragraph 7, above, and (ii) execution and delivery of the agreement to comply with Tenant’s obligations under this Lease, and, if Landlord so elects, to attorney to Landlord in the event of Lease termination, pursuant to Paragraph 15(a), and the remaining terms and conditions of this Lease, the consent of the Landlord need not be obtained, nor shall relieve the division of net profits set forth in Paragraph 15(c) above apply, to a sublease by Tenant from to any of Tenant's obligations in its “Strategic Partners,” which for purposes of this Lease containedshall mean any person or entity other than a Tenant Affiliate, with whom Tenant or a Tenant Affiliate has entered into an operating business partnership or joint venture or other business operating arrangement.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent (and which approval shall be deemed given if Landlord does not initially respond to Tenant’s request within ten (10) business days, and such failure continues for an additional ten (10) days following receipt of Landlord and a second notice from Tenant). In the event of any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant shall remain primarily liable hereunder. Any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect except as may assign be otherwise specifically set forth in this Lease to the contrary. The acceptance of rent from any other person which is shall not be deemed to be a successor to Tenant as permitted by the terms waiver of any of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) Landlord’s consent shall not be unreasonably withheld, conditioned or delayed. By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or are likely to be in any way materially adversely affected; (ii) the business reputation of the proposed assignee or subtenant is not in keeping with the first-class nature of the Building; (iii) the financial worth of the proposed assignee is insufficient to comply meet the obligations hereunder; or (iv) the prospective assignee or subtenant is a governmental entity or is a current tenant in any building located within the Park that is then owned by Landlord or an affiliate of Landlord or is a bona-fide third party prospective tenant with respect to the Building or another building within the Park owned by Landlord or an affiliate of Landlord in which Landlord (or its affiliate) has comparable space available to meet the needs of the applicable prospective tenant, and from whom Landlord or an affiliate of Landlord has received a proposal or submitted a proposal to within one-hundred and eighty (180) days of the date of Tenant’s request to assign or sublease. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building. If Landlord refuses to give its consent to any (i) proposed assignment or (ii) subletting for all terms or substantially all of the remaining term or for more than fifty percent (50%) of the Leased Premises, Landlord may, at its option, within thirty (30) days after receiving a request to consent, terminate this Lease except for any (which termination, if in connection with a sublease term, which shall be at Tenant's discretion apply only to the portion of the Leased Premises subject to such sublease) by giving Tenant thirty (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (1030) days prior to the commencement written notice of such sublease or assignment. Any assignee shall assumetermination, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third whereupon each party beneficiary thereof. Each sublease permitted hereby shall be subject released from all further obligations and subordinate to all of the termsliability hereunder, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of except those which expressly survive the termination of this Lease. No . (c) If Tenant shall make any assignment or sublease shall be permitted hereby unless as (other than to a condition to effectiveness thereofPermitted Transferee), with Landlord’s consent, for a rental in excess of the rent payable under this Lease, Tenant shall have assigned pay to Landlord fifty percent (50%) of any excess net rental (after deducting actual and Landlord shall have effectively assigned to mortgagee reasonable expenses incurred by Tenant in entering into any such assignment or sublease) upon receipt. Tenant agrees to pay on behalf of Landlord any $1,500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events So long as Tenant is not in monetary default of Defaults hereunder any of the terms and conditions hereof, and further provided that Tenant has fully and faithfully performed all material terms and conditions of this Lease, Landlord shall not unreasonably withhold, condition or under the Note Agreement, as defined herein and therein, Tenant may assign delay its consent to an assignment of this Lease or sublease all or of the Premises for any of the then remaining portion of the Demised Premises subject unexpired Lease Term provided: (i) the assignee shall assume the obligations of the existing Letter of Credit or provide a substitute letter of credit reasonably acceptable to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms net assets of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms sublessee shall not be less than the net assets of this Lease except for any sublease term, which shall be Tenant at Tenant's discretion (but in no event extend beyond the term time of the signing of this Lease); (ii) in the event of an assignment, and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument assume in form and content satisfactory to Landlord, the due performance of writing all of Tenant's obligations under this Lease, including any accrued obligations at Lease for the time remainder of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunderTerm; and (iii) in the event of a sublease, such sublease shall in all respects be subject to and in conformance with the terms of this Lease. If this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant and apply the net amount collected to the rent herein reserved, but no such collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further observance and performance by Tenant of the covenants herein contained. In addition, in the event of a proposed assignment, Landlord shall have the right, but not the obligation, to terminate before this Lease by giving Tenant thirty (30) days' advance written notice ("Landlord's Termination Notice"); provided, however, that Tenant shall have the expiration right to abrogate Landlord's Termination Notice by notifying Landlord within ten (10) business days after receipt of such Landlord's Termination Notice of the withdrawal of the consent to the assignment. For purposes of the foregoing, a transfer by operation of law or transfer of controlling interest in Tenant as same exists as of the date hereof, shall be deemed to be an assignment of this Lease. Landlord's acceptance of any name submitted by Tenant, an agent of Tenant, or anyone acting by, through or under Tenant for the purpose of being listed on the Building directory will not be deemed, nor will it substitute for, Landlord's consent, as required by this Lease, to any sublease, assignment, or other occupancy of the sublessee thereunder will, at LandlordPremises by anyone other than Tenant or Tenant's option, attorn employees. Fifty percent (50%) of any net profit or additional consideration or rent (taking into consideration the costs incurred by Tenant to Landlord and waive any rights the sublessee may have to terminate the sublease or assign the Premises, including, without limitation, brokerage commissions, reasonable legal fees and remodeling costs) in excess of the Base Rent or Additional Rent payable by Tenant hereunder which is payable to surrender possession thereunder, Tenant as a result of the termination of this Lease. No sublease any assignment or subletting shall be permitted hereby unless paid to Landlord as a condition to effectiveness thereofAdditional Rent when received by Tenant. All the foregoing notwithstanding, Tenant shall have assigned to Landlord not enter into any lease, sublease, license, concession or other agreement for the use, occupancy or utilization of the Premises or any portion thereof, which provides for a rental or other payment for such use, occupancy or utilization based in whole or in part on the income or profits derived by any person or entity from the property leased, used, occupied or utilized. Any such purported lease, sublease, license, concession or other agreement shall be absolutely void and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost ineffective as a conveyance of any alterationright or interest in the possession, addition, improvement use or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and occupancy of any cost imposed by any governmental authority in connection with any part of the foregoingPremises. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written Any consent to such assignment or sublease and confirm that its obligations by Landlord hereunder shall not be affected constitute a waiver of strict future compliance by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and voidSection. Except as permitted herebyNotwithstanding anything herein to the contrary, Tenant shall not transfer, sublet, have the right to assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease sublet all or a portion of the Demised PremisesPremises to a parent, affiliate or subsidiary, or any portion thereofrelated company, or to a successor-in-interest resulting from a merger, consolidation, joint venture or reorganization, or to any assignment of this Lease entity which acquires all or substantially all of Tenant's interest interest, without obtaining Landlord's consent, provided that (i) to the extent that Tenant continues to exist after such corporate event or estate in reorganization, Tenant shall remain liable under the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereofterms hereof, and no assignee shall further assign or sublet its interest (ii) Tenant notifies Landlord in this Lease or its interest or estate in advance of such event and delivers to Landlord written evidence that such new entity assumes all of the Demised Premises, or any portion thereof, without Landlord's prior written consent in each liabilities and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedhereunder.

ASSIGNMENT AND SUBLEASE. Provided there are Tenant will not mortgage, pledge, assign or otherwise transfer this Lease or sublet all or any portion of the Premises in any manner except as specifically provided for in this Article 6: .A If Tenant desires to assign this Lease or sublease all or part of the Premises, the terms and conditions of such assignment or sublease will be communicated by Tenant to Landlord in writing no Events less than thirty (30) days prior to the effective date of Defaults hereunder such sublease or under assignment. Prior to such effective date, Landlord will have the Note Agreementoption, upon notice to Tenant, to terminate the Lease, (i) in the case of subletting, solely as to that portion of the Premises to be sublet, or (ii) in the case of an assignment, as defined herein to all of the Premises, and thereinin such event, Tenant will be fully released from its obligations with respect to the terminated space (“Recapture Space”) accruing from and after the effective date. If Landlord terminates the Lease as to the Recapture Space, in no event will Landlord be liable for a brokerage commission in connection with the proposed assignment or sublet. If Landlord recaptures the Recapture Space, Tenant shall be solely responsible, at its cost and expense, for all alterations required to separate the Recapture Space from the balance of the Premises, including, but not limited to, construction of demising walls and separation of utilities. .B In the event that the Landlord elects not to terminate the Lease as to the Recapture Space, Tenant may assign this Lease or sublease all sublet the whole or any portion of the Demised Premises Premises, subject to Landlord’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed, subject to the following terms hereof. and conditions and provided the proposed occupancy is in keeping with that of a first-class office building: Tenant shall not assign this Lease without will provide to Landlord the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoingname, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms address, nature of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent business and Additional Rent directly from such assignee. If any part evidence of the Demised Premises is sublet and any Event financial condition of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the proposed assignee or subtenant to comply with sublessee; The assignee will assume, by written instrument, all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term obligations of the Tenant under this Lease), and a duplicate original copy of such sublease or assignment shall assumption agreement will be delivered furnished to Landlord at least within ten (10) days prior of its execution. No further assignment of this Lease or subletting all or any part of the Premises will be permitted; Each sublease will provide that sublessee’s rights will be no greater than those of Tenant, and that the sublease is subject and subordinate to this Lease and to the commencement matters to which this Lease is or will be subordinate, and that in the event of such sublease or assignment. Any assignee shall assume, default by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations Tenant under this Lease, including any accrued obligations Landlord may, at the time its option, take over all of the effective date right, title and interest of the assignmentTenant, as sublessor, under such sublease, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's ’s option, attorn to Landlord pursuant to the terms of such sublease, except that Landlord will not (i) be liable for any previous act or omission of Tenant under such sublease or, (ii) be subject to any offset not expressly provided for in this Lease or by any previous prepayment of more than one month’s rent; The liability of Tenant and waive any rights each assignee will be joint, several and primary for the sublessee may have to terminate observance of all the sublease or to surrender possession thereunderprovisions, as a result of the termination obligations and undertakings of this Lease. No sublease shall , including the payment of Fixed Basic Rent and Additional Rent through the entire Term, as the same may be permitted hereby unless as a condition to effectiveness thereofrenewed, extended or otherwise modified; Tenant shall have assigned will promptly pay to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such consideration received for any assignment or subletting, including without limitation, all of the cost of rent (fixed basic rent and additional rent) and any alteration, addition, improvement other consideration payable by the subtenant to Tenant under or other renovation or refurbishment to the Demised Premises made in connection with such assignment a sublease, as and when received, in excess of the Fixed Basic Rent required to be paid by Tenant for the area sublet; The acceptance by Landlord of any rent from the assignee or subletting and from any cost imposed by any governmental authority in connection with subtenant or the failure of Landlord to insist upon strict performance of any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease terms, conditions and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting covenants of this Lease which will release neither Tenant, nor any assignee assuming this Lease, from the Tenant’s obligations set forth in this Lease; The proposed assignee or subtenant is not then an occupant of any part of the Building or any other building then owned by Landlord or its affiliates within a five-mile radius of the Building; The proposed assignee or subtenant is not an entity or a person or an affiliate of an entity with whom Landlord is or has been, within the preceding six (6) month period, negotiating to lease space in compliance the Building or any other building owned by Landlord or its affiliates within a five-mile radius of the Building; There will not be more than one (1) subtenant in the Premises; Tenant will not advertise the subtenancy for less than Landlord’s then current market rent for the Premises; Tenant will pay Landlord a ONE THOUSAND AND 00/100 DOLLAR ($1,000.00) administrative fee for each request for consent to any sublet or assignment simultaneously with Tenant’s request for consent to a specific sublet or assignment; and The proposed assignee or subtenant will use the Premises for the Permitted Use only. .C If Tenant is a corporation (other than a corporation whose stock is listed and traded on a nationally recognized stock exchange), the transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of a majority of the issued and outstanding stock [or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock which results in a change of control of Tenant], and if Tenant is a partnership, joint venture or limited liability company (collectively “Entity”), the transfer (by one or more transfers) of an interest in the distributions of profits and losses of such Entity (or other mechanism, such as, by way of example, the creation of additional partnership or limited liability company interests) which results in a change of control of such Entity will be deemed an assignment of this Lease, subject to provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised PremisesArticle. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premisescontrary, Tenant may assign this Lease or sublet all or any portion thereofof the Premises to (i) any corporation or other Entity directly or indirectly controlling or controlled by Tenant or under common control with Tenant, or (ii) any successor by merger, consolidation, corporate reorganization or acquisition of all or substantially all of the assets of Tenant (any transaction referred to in clauses (i) or (ii) hereof will be a “Permitted Transfer”) provided that the net worth of any assignment transferee of a Permitted Transfer will not be less than the greater of (A) the net worth of Tenant immediately preceding the Permitted Transfer or (B) the net worth of Tenant as of the date of the execution and delivery of this Lease by both parties. Any other assignment or subleasing of Tenant’s interest under this Lease will be subject to Landlord’s approval, which approval will not be unreasonably withheld, conditioned or delayed. .D Except as specifically set forth above, if any portion of the Premises or of Tenant's ’s interest in this Lease is acquired by any other person or estate in entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised PremisesTenant, or any portion thereof, and no assignee shall further assign or sublet if Tenant pledges its interest in this Lease or its interest or estate in the Demised Premisesany security deposit required hereunder, or any portion thereof, without Landlord's prior written consent Tenant will be in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containeddefault.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease without the exclusive 13.1 The prior written consent of Landlord and the Cities shall be required for any mortgagee. Notwithstanding the foregoingsale, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assignedtransfer, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require of this Agreement and of the leasehold estate hereby created. Consent may be withheld by the Cities in the event (a) Lessee is in default of any of the terms or conditions of this Agreement beyond any applicable notice and cure period; (b) the transferee, assignee or subtenant sublessee does not deliver to comply with the Cities its written agreement to be bound by all terms of the provisions of this Lease except Agreement in a form reasonably satisfactory to the Cities; (c) the transferee, assignee or sublessee does not submit proof of insurance as required at Sections 8 and 9, herein; or (d) the transferee, assignee or sublessee has not met the licensing requirements set forth in the Minimum Standards. In reviewing a request for consent to assignment or sublease of this Agreement, the Cities may inquire into the legal, technical and financial qualifications of the proposed transferee, assignee or sublessee, and Lessee shall provide such information and assistance as may be reasonably requested in doing so. The Cities may condition their consent to or deny consent for any transfer, assignment or sublease termupon terms and conditions reasonably related to the legal, which technical, and financial qualifications of the proposed transferee, assignee or sublessee. Consent shall not otherwise be unreasonably withheld, conditioned or delayed. Upon the granting of written consent by the Cities and actual transfer or assignment, Lessee shall be at Tenant's discretion (but in no event extend beyond released by the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's Cities from its obligations under this LeaseAgreement. Other 13.2 Notwithstanding the provisions of Section 13.1, including any accrued obligations at Lessee shall have the time of right to engage in the effective date of the assignmentfollowing activities through sublease, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby license or concession agreements, which shall be subject and subordinate to all this Agreement and include the same insurance and indemnity provisions in favor of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereofCities, without Landlord's the prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.the Cities:

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent, which consent shall not be unreasonably withheld. In the event of Landlord any assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgageeextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord's right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if, in Landlord's opinion: (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is to be less than the then current rent for similar premises in the Park or the proposed assignee or subtenant is already a tenant in the Building or the Park. Notwithstanding the foregoing, Tenant may assign this Lease the restrictions described in the immediately preceding sentence shall not apply to any person which is a successor to Tenant as permitted subletting by the terms Tenant for a period of two (2) years or less so long as the rental rate charged by the Tenant to any such subtenant is no less than seventy-five percent (75%) of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except then current market rent for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and similar premises in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleasePark. Tenant agrees to pay on behalf reimburse Landlord for reasonable accounting and attorneys' fees incurred in conjunction with the processing and documentation of Landlord any such requested assignment, subletting or any other hypothecation of this Lease or Tenant's interest in and all costs to the Leased Premises. Notwithstanding anything to the contrary contained herein, the Tenant may, upon thirty (30) days advance written notice to Landlord, assign this Lease or sublet the Leased Premises to a Permitted Transferee or to a Conditional Permitted Transferee (as such terms are herein defined) without the Landlord's prior written consent. Any such notice (herein a "Transfer Notice") shall identify the nature of Landlord or otherwise occasioned by such the transfer as either an assignment or subletting, including without limitation, a subletting and shall identify the cost Permitted Transferee or Conditional Permitted Transferee. The Transfer Notice shall include a copy of any alteration, addition, improvement or other renovation or refurbishment the documentation purporting to effect the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any an insurance certificate from the proposed subtenant or assignee's insurance carrier confirming that the Permitted Transferee or Conditional Permitted Transferee has procured the insurance otherwise required of the foregoingTenant under this Lease. No assignment or sublease In the case of a Conditional Permitted Transferee, the Transfer Notice shall also include such financial statements as may be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent reasonably necessary to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or subleasetransferee is, andin fact, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containeda Conditional Permitted Transferee.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent consent, which shall not be unreasonably withheld, conditioned or delayed. In the event of Landlord and any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant may assign shall remain primarily liable hereunder, and except for an assignment or sublease to a Permitted Transferee any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord's consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord's reasonable opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a current tenant in the Building or is a bona-fide third-party prospective tenant that Landlord is actively pursuing, as evidenced by written correspondence. (c) If Tenant shall make any assignment or sublease, with all terms Landlord's consent, for a rental in excess of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, Tenant shall pay to Landlord fifty percent (50%) of any such excess rental upon receipt after Tenant has recouped its expenses (including any accrued obligations at the time of the effective date of the assignmentbut not limited to broker's commissions, tenant improvements, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleaselegal costs). Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys' fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in and to the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedconsent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign or sublease the within Lease to any party subject to the following: a) In the event Tenant desires to assign this Lease or sublease seventy percent (70%) or more of the Premises to any other party, Tenant shall provide written notice of the terms and conditions of such assignment or sublease to Landlord prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Landlord shall have the option, exercisable by written notice to Tenant within ten (10) business days of Landlord’s receipt of written notice from Tenant, to (i) recapture all of the Premises (“Recapture Space”) so that such prospective subtenant or assignee shall then become the sole tenant of Landlord hereunder, or (ii) recapture the Recapture Space for Landlord’s own use, whereupon, in either case, Tenant shall be fully released from any and all obligations hereunder with respect to the Recapture Space, or (iii) consent to such assignment or subleasing as provided in Section 21(b). b) In the event that the Landlord elects not to recapture the Recapture Space as hereinabove provided or in the event Tenant desires to sublease less than seventy percent (70%) of the Premises, the Tenant may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to the Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, on the basis of the following terms hereof. and conditions: i) The Tenant shall not assign this Lease without provide to the exclusive prior written consent Landlord the name and address of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant. ii) The assignee or subtenant to comply with shall assume, by written instrument, all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term obligations of this Lease), and a duplicate original copy of such sublease or assignment assumption agreement shall be delivered furnished to the Landlord at least within ten (10) days prior of its execution. Any sublease shall expressly acknowledge that said subtenant’s rights against Landlord shall be no greater than those of Tenant. iii) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Fixed Basic Rent and Additional Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. iv) The Tenant and any assignee shall promptly pay to Landlord fifty percent (50%) of the commencement of n et profit received from such sublease subleasing or assignment. Any Net profit will be calculated after deducting the Tenant’s direct costs of negotiating and implementing the sublease or assignment including brokerage fees at prevailing market rates. v) In any event, the acceptance by the Landlord of any rent from the assignee or from any of the subtenants or the failure of the Landlord to insist upon a strict performance of any of the terms, conditions and covenants herein shall assumenot release the Tenant herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. vi) Landlord shall require a Five Hundred Dollars ($500.00) payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord’s actions in refusing to consent thereto. c) Notwithstanding anything herein to the contrary, Landlord’s consent shall not be required for any assignment or Sublease to any entity which controls Tenant or is controlled by instrument Tenant or is under common control with Tenant. d) In the event that any or all of Tenants interest in form the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Tenant, or to Tenant as a debtor in possession, and content satisfactory subsequently any or all of Tenant’s interest in the Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or other representative or agent of Tenant as to its estate or property (such person, firm or entity being hereinafter referred to as the “Grantor”, for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Landlord (each such transaction being hereinafter referred to as a “Disposition”), it is agreed that Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Landlord in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Landlord has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Landlord shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Tenant’s interest by such Disposition, and the exercise of the option by Landlord shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Landlord to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Landlord. In the event Landlord accept such offer of first refusal, the due transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Landlord. In the event Landlord rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Landlord or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Landlord hereunder. e) Without limiting any of the provisions of this Section 21, if pursuant to the Federal Bankruptcy Code (herein referred to as the “Code”), or any similar law hereafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security. in an amount equal to the sum of one year’s Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Landlord for the balance of the Term, without interest, as security for the full performance of all of Tenant's ’s obligations under this Lease, including to be held and applied in the manner specified for any accrued obligations at the time security deposit required hereunder, f) Except as specifically set forth above, no portion of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease Premises or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its ’s interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to may be acquired by any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of law or act as the contrary and notwithstanding any consent by Landlord to any sublease of the Demised PremisesTenant, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Tenant pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Lessee may not mortgage, pledge, hypothecate, assign, transfer, sublet or under the Note Agreement, as defined herein and therein, Tenant may assign otherwise deal with this Lease or the Premises in any manner except as specifically provided for in this Section 9: (A) In the event that Lessee desires to sublease all the whole or any portion of the Demised Premises subject to or assign the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this within Lease to any person which is a successor to Tenant as permitted by other party, the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original conditions of such sublease or assignment shall be communicated to Lessor in writing not less than thirty (30) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, Lessor shall have the option, exercisable in writing to Lessee within ten (10) business days of Lessor's receipt of such written communication, to recapture the within Lease so that such prospective sublessee or assignee shall then become the sole lessee of Lessor hereunder or alternatively to recapture said space and the within Lessee shall be fully released from any and all obligations hereunder. (B) In the event that Lessor elects not to recapture the Lease as hereinabove provided, Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Premises, subject to Lessor's prior written consent, which consent shall not be unreasonably withheld, delayed or denied and subject to the consent of any mortgagee, trust deed holder or ground lessor, on the basis of the following terms and conditions: (1) The Lessee shall provide to Lessor the name and address of the assignee or sublessee. (2) The assignee or sublessee shall assume, by written instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to Lessor within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee's rights against the Lessor shall be no greater than those of the Lessee. (3) The Lessee and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Term Basic Rent reserved herein as and when required to be paid, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. (4) The Lessee and any assignee shall promptly pay to Lessor one-half (1/2) of any net consideration received for any assignment or one-half (1/2) of the net rent (Basic and Additional), as and when received in excess of the Term Basic Rent and Additional Rent required to be paid by Lessee for the period affected by said assignment or sublease for the area sublet, computed on the basis of an average square foot rent for the gross square footage Lessee has leased. As used herein, net consideration and/or net rent shall mean gross rent (basic and additional rent) or gross consideration less any reasonable brokerage or tenant work paid by Lessee in connection with the assignment or sublet, said brokerage or tenant work to be amortized over the term of the assignment or sublet. (5) In any event, the acceptance by Lessor of any rent (Basic and Additional) from the assignee or from any of the subtenants or the failure of Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. (6) Lessee shall reimburse Lessor for Lessor's actual costs in connection with the handling charges for each request for consent to any sublet or assignment prior to its consideration of the same; however, in no event shall such payment exceed Five Hundred and 00/100 ($500.00) Dollars in any one instance. (7) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor for money damages by reason of any refusal, withholding or delaying by Lessor of any consent, and in such event, Lessee's only remedies therefor shall be an action for specific performance, injunction or declaratory judgment to enforce any such requirement. Lessor acknowledges that Lessee may commence such action by means of an Order to Show Cause before the Superior Court of New Jersey, in which event Lessor acknowledges Lessee's rights to an expedited proceeding and to notify Lessor of the institution of the Order to Show Cause by telephonic means. Lessor and Lessee further agree that the determination of such Court shall be conclusive and nonappealable. (C) Any sublet or assignment to an Affiliated Company shall not be subject to the provisions of Subsections 9(A), 9(B)(4) or 9(B)(6) hereof and shall not require Lessor's prior written consent, but all other provisions of this Section shall apply. (D) In the event that any or all of Lessee's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee's interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Lessor shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee's interest by such Disposition, and the exercise of the option by Lessor shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accepts such offer of first refusal, the transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two (2%) percent of the price sought from Lessor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. (E) Without limiting any of the provisions of Sections 13 and 14, if pursuant to the Federal Bankruptcy Code (herein the "Code") or any similar law hereafter enacted having the same general purpose, Lessee is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to one (1) year's Annual Basic Rent and Additional Rent for the next succeeding twelve (12) months (which Additional Rent shall be reasonably estimated by Lessor), which deposit shall be held by Lessor for the balance of the Term, without interest, as security for the full performance of all of Lessee's obligations under this Lease, to be held and applied in the manner specified for security in Section 17. (F) Except as specifically set forth above, no portion of the Demised Premises or of Lessee's interest in this Lease may be acquired by any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Lessee, nor shall Lessee pledge its interest in this Lease or in any security deposit required hereunder. (G) If Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of this Section 9 shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock [or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock] which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee's assets are transferred or to any corporation which controls or is controlled by Lessee or is under common control with Lessee, provided that in the event of such merger, consolidation or transfer of all or substantially all of Lessee's assets, (i) the successor to Lessee has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Lessee immediately prior to such merger, consolidation or transfer or (b) the net worth of Lessee herein named on the date of this Lease, and (ii) proof satisfactory to Lessor of such net worth shall have been delivered to Landlord Lessor at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and any such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedtransaction.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. In the event of Landlord and any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant may assign shall remain primarily liable hereunder. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to any person which is be a successor consent to Tenant as permitted by the terms assignment of this Lease or the subletting of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord's consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord's reasonable opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee is insufficient to comply meet the obligations under the assignment. (c) If Tenant shall make any assignment or sublease, with all terms Landlord's reasonable consent, for a rental in excess of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement Tenant shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn pay to Landlord fifty percent (50%) of any such excess rental upon receipt, less reasonable cost of subleasing (including commissions, advertising costs, reasonable consulting fees or permits, legal costs and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleasetenant improvement costs). Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys' fees incurred in conjunction with the cost processing and documentation of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any requested assignment of this Lease or of TenantXxxxxx's interest or estate in and to the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedconsent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or sublet all or any part of the Demised Premises to a party not affiliated with Tenant only if Tenant obtains the prior written consent of Landlord, which Landlord will not unreasonably withhold or delay but may condition on Landlord’s review of the proposed subtenant’s or assignee’s business experience and financial condition, and on payment to Landlord of a reasonable sum (not to exceed $2,000.00) to compensate Landlord for its time and expenses in considering Tenant’s request. In the case of an assignment, or of a sublease of substantially all of the Premises, Landlord may also condition its consent on the proposed assignee or subtenant signing an assumption of the Lease in form reasonably acceptable to Landlord. No such assignment will relieve Tenant of any liability under this Lease. Notwithstanding anything contained in this Lease to the contrary in this Section 42, and notwithstanding any consent by so long as Tenant provides Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premiseswith not less than fifteen (15) days prior written notice, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may of Landlord shall be withheld or delayed as above provided. No such further required for any assignment or subleasing shall relieve sublease with: (i) an entity into or with which Tenant from any is merged or consolidated or with an entity to which all or substantially all of Tenant's obligations ’s assets are transferred, provided (x) such merger, consolidation or transfer of assets is for a valid business purpose and not principally for the purpose of transferring the leasehold estate created hereby, and (y) the assignee or successor entity has a tangible net worth (determined in accordance with generally accepted accounting principles consistently applied) at least equal to or in excess of the tangible net worth of Tenant immediately prior to such merger, consolidation or transfer and Landlord has been provided with reasonable proof thereof prior to such transaction (or as soon as reasonably possible thereafter if Tenant is prohibited from disclosing such information prior to the merger, consolidation or transfer) or (ii) any entity which is a parent, subsidiary or affiliate of Tenant. As used herein, the term “affiliate” means an entity controlled by, controlling or under common control with Tenant. For the purposes of this Lease containedSection 42, “control” means direct ownership of not less than 51% of the voting control of such entity.

ASSIGNMENT AND SUBLEASE. Provided there are no Events (a) Tenant shall not sublet any part of Defaults hereunder the Premises, nor assign, pledge or under the Note Agreement, as defined herein and therein, Tenant may assign encumber this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease interest herein, without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease termLandlord, which shall consent may not be at Tenant's discretion unreasonably withheld, conditioned or delayed by Landlord (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing, a “Transfer”). No assignment or sublease Landlord shall be made unless any guarantor entitled to deny consent to a Transfer if, by way of illustration but not limitation, the financial statements of the Tenant's obligations proposed assignee or any party responsible for Tenant's obligations shall give its written consent to such assignment sublessee are not reasonably satisfactory, if the proposed use of the Premises by the subtenant or sublease and confirm that its obligations shall assignee is not be affected reasonably satisfactory, if the proposed use of the Premises by such assignment the subtenant or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which assignee is not in compliance with Legal Requirements or documents recorded against the provisions of this paragraph shall be of no effect and void. Except as permitted herebyProperty, Tenant shall or if the proposed use is not transfer, sublet, assign or otherwise encumber its interest reasonably compatible with other uses in the Lease Building or violates an exclusive granted to another tenant in the Demised PremisesBuilding or violates any exclusive granted to another tenant in the Building. In no event shall Landlord be deemed to be unreasonable for declining to consent to a Transfer to a transferee, assignee or sublessee lacking financial qualifications (unless Tenant remains liable under a sublease), or of poor reputation, or seeking a change in the Permitted Use, or jeopardizing directly or indirectly the status of Landlord or any of Landlord’s affiliates as a Real Estate Investment Trust under the Internal Revenue Code of 1986 (as the same may be amended from time to time, the “Revenue Code”). Notwithstanding anything contained in this Lease to the contrary contrary, (w) no Transfer shall be consummated on any basis such that the rental or other amounts to be paid by the occupant, assignee, manager or other transferee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of such occupant, assignee, manager or other transferee; (x) Tenant shall not furnish or render any services to an occupant, assignee, manager or other transferee with respect to whom transfer consideration is required to be paid, or manage or operate the Premises or any capital additions so transferred, with respect to which transfer consideration is being paid; (y) Tenant shall not consummate a Transfer with any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Revenue Code); and notwithstanding (z) Tenant shall not consummate a Transfer with any consent person or in any manner that could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease, license or other arrangement for the right to use, occupy or possess any portion of the Premises to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Revenue Code, or any similar or successor provision thereto or which could cause any other income of Landlord to fail to qualify as income described in Section 856(c)(2) of the Revenue Code. Consent by Landlord to one Transfer shall not destroy or waive this provision, and all later Transfers shall likewise be made only upon prior written consent of Landlord. In the event a Transfer is consented to by Landlord, any sublessees or assignees shall become liable directly to Landlord for all obligations of Tenant hereunder without relieving or in any way modifying Tenant’s liability hereunder, but rather Tenant and its transferee shall be jointly and severally liable therefor. In the event Landlord gives its consent to any such assignment or sublease, fifty percent (50%) of any Profits (as hereinafter defined) relating to such sublease of or assignment for such space shall be due and payable, and shall be paid, to Landlord. The “Profits” resulting from the Demised Premises, sublease or assignment shall be the rent or other cost paid by the assignee or subtenant for all or any portion of the Premises over and above the Rent payable by Tenant, but less Tenant’s cost incurred including, but not limited to, legal review, commissions, architectural plans, advertising, legal fees, and fees paid to Landlord for such sublease or assignment. In the event a Transfer is made as herein provided, Tenant shall pay Landlord a charge equal to the actual costs reasonably incurred by Landlord for all of the necessary legal and accounting services required to accomplish such Transfer, as the case may be, and all such costs shall be documented and provided to Tenant to prove the incurrence thereof, . In no event shall such amount exceed Two Thousand Dollars ($2,000.00). Any Transfer made without Landlord’s consent shall be void ab initio and of no force or effect. Landlord’s consent to any assignment Transfer hereunder shall not waive Landlord’s rights as to any subsequent Transfer. For the purposes of determining whether Landlord acted reasonably in granting or withholding its consent or approval to any Transfer to the extent required hereunder, Tenant acknowledges and agrees that Landlord may refuse to give such consent or approval if, and to the extent that, Ground Lessor or the Mortgagee (as defined herein) has refused to provide any required consent or approval with respect to such Transfer. (b) In the event Tenant desires to effect a Transfer, then, at least thirty (30) but not more than ninety (90) days prior to the date when Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant shall provide written notice to Landlord (the “Transfer Notice”) containing information (including references) concerning the character of the proposed transferee, assignee or sublessee; the Transfer Date; the most recent unconsolidated financial statements of Tenant and of the proposed transferee, assignee or sublessee satisfying the requirements of Section 38 hereof (“Required Financials”); any ownership or commercial relationship between Tenant and the proposed transferee, assignee or sublessee; and the consideration and all other material terms and conditions of the proposed Transfer, all in such detail as Landlord shall reasonably require. If Tenant or the proposed transferee, assignee or sublessee does not or cannot deliver the Required Financials, then Landlord may elect to have either Tenant’s ultimate parent company or the proposed transferee’s, assignee’s or sublessee’s ultimate parent company provide a guaranty of the applicable entity’s obligations under this Lease Lease, in a form acceptable to Landlord, which guaranty shall be executed and delivered to Landlord by the applicable guarantor prior to the Transfer Date. (c) In addition, Tenant shall deliver to Landlord a list of Hazardous Substances and/or Regulated Wastes (as such terms are defined below), certified by the proposed transferee, assignee or of Tenant's interest sublessee to be true and correct, that the proposed transferee, assignee or estate sublessee intends to use or store in the Demised Premises. Additionally, Tenant shall deliver to Landlord, on or before the date any proposed transferee, assignee or sublessee takes occupancy of the Premises, no all of the items relating to Hazardous Substances of such proposed transferee, assignee or sublessee as described in Section 8(a). (d) Notwithstanding the foregoing, Tenant shall assign its sublease nor further sublease have the Demised Premisesright to Transfer, or any portion thereofupon thirty (30) days’ advance written notice to Landlord but without Landlord’s prior written consent, and no assignee shall further assign or sublet its Tenant’s interest in this Lease or its interest the Premises or estate in any part thereof to any of the Demised Premisesfollowing (each a “Exempt Transfer’’), subject to the terms and conditions set forth below: (i) Any person that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Tenant (“Tenant’s Affiliate”). For purposes of the immediately preceding sentence, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. (ii) Any corporation or other entity into which Tenant may merge or to any portion thereofcorporation or other entity arising out of a consolidation or merger of Tenant with another corporation or other entity or to a corporation or other entity acquiring all or substantially all the assets of Tenant or all of the issued and outstanding voting stock or membership interests of or in Tenant. In connection with any Exempt Transfer, without Landlord's Tenant shall notify Landlord in writing at least thirty (30) days prior written consent to the effectiveness of such Exempt Transfer, and otherwise comply with the requirements of this Lease regarding such Transfer. Each Exempt Transfer shall be conditioned on a net worth test requiring that the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is at least the lesser of (A) $50,000,000 or (B) the net worth of the transferring Tenant as of the date of the Exempt Transfer (the “Net Worth Requirement”). At least thirty (30) days prior to the effectiveness of such Exempt Transfer, Tenant shall supply such documentation to Landlord as is reasonably necessary for Landlord to determine whether the proposed Transfer satisfies the foregoing Net Worth Requirement and otherwise qualifies as an Exempt Transfer. (e) Notwithstanding anything contained in each and every instance which consent may this Lease to the contrary, a transfer of membership interests among the current members of Tenant and/or members of their immediate families (i.e., spouses, parents, brothers, sisters, children, grandchildren or any spouse of any such parent, brother, sister, child or grandchild) for estate-planning purposes, or a transfer of membership interests in trust for the benefit of such members or their immediate families, or a transfer of membership interests by will or devise, shall not constitute a Transfer for the purposes of this Lease. (f) In the event of any Transfer, Tenant shall not be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant released from any of Tenant's its obligations under this Lease and Tenant shall remain fully liable under this Lease during the unexpired Term. Tenant agrees that it shall not be (and shall not be deemed to be) a guarantor or surety of this Lease, however, and waives its right to claim that it is a guarantor or surety or to raise in any legal proceeding any guarantor or surety defenses Permitted by this Lease or by Legal Requirements. Notwithstanding the foregoing, in the event of an Exempt Transfer in which the transferee has a tangible net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is at least $200,000,000, and provided that such transferee affirmatively assumes all obligations of the original Tenant under this Lease, Landlord shall provide a release of the original Tenant from all obligations under this Lease that arise from and after the date of such Transfer (but not those obligations arising prior to the date of such Transfer). At least thirty (30) days prior to the effectiveness of such Exempt Transfer, Tenant shall supply such documentation to Landlord as is reasonably necessary for Landlord to determine whether the proposed Transfer satisfies the foregoing net worth requirement and otherwise qualifies as an Exempt Transfer. (g) Nothing contained in this Lease containedshall be deemed to prohibit Tenant from encumbering its personal property, trade fixtures and trade equipment with security agreements, but no security interest shall be permitted as to any alterations, installations or improvements which by the terms of this Lease become part of the Premises and which Tenant does not have the right to remove from the Premises. In the event that Tenant leases or finances the acquisition of office equipment, furnishings or other personal property of a removable nature utilized by Tenant in the operation of Tenant’s business, Tenant warrants that any Uniform Commercial Code financing statement shall, upon its face or by exhibit thereto, indicate that such financing statement is applicable only to removable personal property of Tenant located within the Premises. In no event shall the address of the Premises or the Building be furnished on a financing statement without qualifying language as to applicability of the lien only to removable personal property located in an identified suite leased by Tenant. Should any holder of a financing statement record or place of record a financing statement that appears to constitute a lien against any interest of Landlord or against equipment that may be located other than within an identified suite leased by Tenant, Tenant shall, within ten (10) days after filing such financing statement, cause (a) a copy of the Lender security agreement or other documents to which the financing statement pertains to be furnished to Landlord to facilitate Landlord’s ability to demonstrate that the lien of such financing statement is not applicable to Landlord’s interest and (b) Tenant’s Lender to amend such financing statement and any other documents of record to clarify that any liens imposed thereby are not applicable to any interest of Landlord in the Premises or the Building. With respect to any office equipment, furnishings or other personal property of a removable nature purchased by Tenant (but excluding any such items purchased in whole or in part with the TI Allowance), at Tenant’s request, Landlord shall provide a lien waiver in a form reasonably satisfactory to Landlord.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Tenant shall have the right, from time to time, to assign its rights under this lease or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease sublet all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to or organization selected by Tenant, upon such terms and conditions as may be agreed upon between Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease termsublessee, which shall be at Tenant's discretion provided that: (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10a) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give given its written consent to such assignment or sublease and confirm that its obligations sublease, which consent shall not be affected unreasonably withheld or delayed: provided that Landlord's consent shall not be required for any assignment or sublease by Tenant to Tenant's parent company, subsidiary or any entity of which Tenant or Tenant's parent company, subsidiary or any entity of which Tenant or Tenant's parent company owns more than fifty percent (50%) of the voting interests thereof: (b) no such assignment or subleasesublease shall excuse or otherwise affect any liability of Tenant under this lease, and, provided, further, that if any modification and Tenant shall remain fully liable to the Lease is proposed perform and observe all obligations and conditions to be made performed and observed by Tenant under this lease; and (c) the term of any such sublease shall not exceed the then remaining term of this lease. Landlord may assign its rights and obligations under this lease at any time during the term of this lease, and after any such assignment or subleaseshall not be liable for any obligations of Landlord under this lease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, provided that any such assignment shall be subject to this lease and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's rights hereunder and provided further that Landlord's assignee assumes in writing all of Landlord's obligations under the Lease or any assignee) of its obligations hereunderthis lease. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord attorn to any sublease assignee of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord which so assumes Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedobligations.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Section 16.01. The Tenant may assign not mortgage, pledge, hypothecate, assign, transfer, sublet or otherwise deal with this Lease or of the Demised Premises in any manner except as specifically provided for in this Article XVI. Section 16.02. In the event that Tenant desires to sublease all the whole or any portion of the Demised Premises subject to Premiss or assign the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this within Lease to any person which is a successor to other party, Tenant as permitted by the terms shall give Landlord written notice of such desire and furnish Landlord with an exact copy of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any proposed assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion not less than thirty (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (1030) days prior to the commencement effective date on which Tenant desires to make such assignment or sublease and the identity of the subtenant or assignee. The Tenant shall not submit, nor shall Landlord accept, any assignment or sublease for review which has a proposed rent less than the current market value. The Landlord shall require a Five Hundred and 00/100 ($500.00) Dollar payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Section 16.03. The Landlord shall have a period of thirty (30) days following receipt of the aforementioned notice within which to notify the Tenant in writing that Landlord elects either: (A) to terminate this Lease as to the space so affected as of the date so specified by the Tenant as above (with the same effect as if such date was the date fixed herein for the expiration of the Term) in which event Tenant will be relieved of all further obligation hereunder as to such space; or (B) to, upon the execution of the proposed sublease or assignment to the proposed subtenant or assignee, assume the proposed assignment or sublease so that such prospective sublessee or assignee shall then become the tenant of the Landlord hereunder; or (C) to permit the Tenant to assign or sublet such space, subject, however, to the Tenant remaining liable for the observance of all of the covenants and provisions of this Lease, including, but not limited to the payment of Term Basic Rent reserved herein, through the entire Term of this Lease. If the rental rate agreed between Tenant and assignee or sublessee is greater than the Term Basic Rent and Additional Rent that Tenant must pay Landlord (computed on the basis of an average square foot rent for the Demised Premises), then all of such sublease excess rental shall be shared equally by Landlord and Tenant; or (D) to reasonably refuse to consent to Tenant's assignment or assignmentsublet and to continue this Lease in full force and effect. The Landlord's refusal to consent shall not be deemed unreasonable if, by way of example and not by way of limitation, the proposed assignment or sublet is to any governmental or quasi-governmental agency or to anyone whose use would impose abnormal or excessive wear and tear on the Demised Premises. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (C) above. No future assignment or subletting shall be made except upon compliance with this Section. Any attempted assignment or sublease by Tenant in violation of this Section shall be void. This absolute prohibition against assigning or subletting except in compliance with this Section shall include those by operation of law or statute. Section 16.04. In any event, except as otherwise provided in Section 16.03, the acceptance by the Landlord of any Basic Rent or Additional Rent from the assignee or from any of the subtenants or the failure of the Tenant to insist upon a strict performance of any of the terms, conditions and covenants herein shall assumenot release the Tenant herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. Section 16.05. Notwithstanding anything contained herein to the contrary, any sublet or assignment to an Affiliated Company or to any entity into which Tenant has been merged or which is wholly owned by instrument Tenant, or by which Tenant is wholly owned in form connection with a joint venture entered into by Tenant shall not be subject to the provisions of Sections 16.01, 16.02, and content satisfactory 16.03(A), (B) and (D). As used herein, Affiliated Company shall mean any corporation related to such party as a parent, subsidiary or brother-sister corporation so that such corporation and such party or such corporation and such party and other corporations constitute a controlled group as determined under Section 1563 of the Internal Revenue Code of 1986, as amended and as elaborated by the Treasury Regulations promulgated thereunder. In the event that any or all of Tenant's interest in the Demised Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Tenant, or to Tenant as a debtor in possession, and subsequently any and all of Tenant's interest in the Demised Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or other representative or agent of Tenant as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Landlord (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Landlord in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Landlord has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Landlord shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Tenant's interest by such Disposition, and the exercise of the option by Landlord shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Landlord to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Landlord. In the event Landlord accepts such offer of first refusal, the due transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Landlord. In the event Landlord rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two (2%) percent of the price sought from Landlord or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Landlord hereunder. Without limiting any of the provisions of Article XV, if pursuant to the Federal Bankruptcy Code (herein the "Code"), or any similar law hereafter enacted having the same general purpose, Landlord declines the right provided it in the preceding paragraph and Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to one (1) year's Annual Basic Rent and Additional Rent for the next succeeding twelve (12) months (which Additional Rent shall be reasonably estimated by Landlord), which deposit shall be held by Landlord for the balance of the Lease Term, without interest, as security for the full performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, to be held and such assumption agreement shall state that applied in the same is made by the assignee manner specified for the express benefit security in Section 23.02. Except as specifically set forth above, no portion of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest in this Lease may be acquired by any other person or estate in entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesTenant, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Tenant pledge its interest in this Lease or in any security deposit required hereunder. Section 16.06. If Tenant is a corporation and if at any time during the Lease Term the persons owning a majority of its interest "voting stock" at the time of the execution of this Lease should cease to own a majority of such voting stock (except as the result of transfers by bequest or estate inheritance), Tenant covenants to notify Landlord of any such transfer and such transfer shall be deemed an assignment of this Lease. In the event of such transfer, Landlord may either (a) not unreasonably withhold its consent thereto or (b) terminate this Lease by notice to Tenant to be effective ninety (90) days after service. This Section shall not apply whenever Tenant is a corporation, the outstanding stock of which is listed on a recognized stock exchange. For the purposes of this Section 16.06, stock ownership shall be determined in accordance with the Demised Premisesprinciples set forth in Section 544 of the Internal Revenue Code of 1986, as amended, to and including the date of this Lease, and the term "voting stock" shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation. Section 16.07. Tenant shall have no claim, and hereby waives the right to any claim, against Landlord for money damages by reason of any refusal, withholding or delaying by Landlord of any portion thereofconsent, without Landlord's prior written consent and in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of event, Tenant's obligations only remedies therefor shall be an action for specific performance, injunction or declaratory judgment to enforce any such requirement. Landlord acknowledges that Tenant may commence such action by means of an order to show cause before the Superior Court of New Jersey, in this Lease containedwhich event Landlord acknowledges Tenant's rights to an expedited proceeding and to notify Landlord of the institution of the Order to Show Cause by telephone means. Landlord and Tenant further agree that the determination of such Court shall be conclusive and non-appealable.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under a. In the Note Agreement, as defined herein and therein, Tenant may event Subtenant desires to assign this Lease Sublease or to Sub- sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the termsSubleased Premises, covenants and conditions of Subtenant shall first offer Sublandlord the option to recapture the Subleased Premises which Subtenant proposes to assign or sub-sublease. Subtenant agrees to set forth in its notice to Sublandlord the date on which the Subleased Premises shall be available for recapture, assignment or sub-sublease. Sublandlord shall, after written notice from Subtenant, have fifteen (15) days in which to notify Subtenant whether or not Sublandlord desires to exercise its option to recapture. b. In the event Sublandlord does not exercise its option to recapture, Subtenant shall have the right to assign this Lease and Sublease or to sub- sublease all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Subleased Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written with Sublandlord’s consent in each and every instance which consent may be withheld or delayed as above providedon any reasonable basis. No Should Sublandlord fail to respond to Subtenant’s request within thirty (30) days, Sublandlord consent shall be deemed given, subject to the approval rights of Landlord. In the event that such further assignment or sub-subleasing does not occur within 180 days after Sublandlord declines to recapture the subject space then such space shall once again be offered to Sublandlord for recapture in the event that thereafter Subtenant desires to so assign or sub-sublet said space. Any such assignment or subletting shall not relieve Tenant Subtenant of its obligations hereunder. c. In the event the rent received by Subtenant from any Sub-tenant or assignee exceeds the Rent and other charges allocable to such space being paid by Subtenant to Sublandlord, then and in such event, after deducting from such excess Subtenant’s reasonable expense (including, without limitation, reasonable brokers commissions and reasonable attorneys’ fees, and the unamortized cost of Tenant's obligations modifications, Alterations and improvements constructed by Subtenant with respect to the space so sublet or assigned) in connection with such subletting or assignment, Subtenant shall pay to Sublandlord the Rent and other charges due under the terms of this Sublease without reduction, and in addition thereto, when received from a sub-Subtenant or assignee, fifty percent (50%) of the amount received by Subtenant from such Sub-Subtenant or assignee in excess of the Rent and other charges paid by Subtenant to Sublandlord with respect to the space so sublet or assigned. d. If Subtenant requests that Sublandlord consent to an assignment or subletting, Subtenant shall reimburse Sublandlord, within fifteen (15) days of request by Sublandlord, for Sublandord’s actual, reasonable out-of-pocket expenditures in such regard (including, without limitation, expenditures for reasonable attorney’s fees and architect/engineer’s fees), not to exceed an aggregate of $1,500 for any such request for consent, with the invoice for such services to accompany Sublandord’s request for reimbursement. e. Notwithstanding anything contained herein to the contrary in this Lease containedSection 12, Subtenant may, without Sublandlord’s consent (but with 10 days prior notice) and without being subject to any recapture or excess rent provisions of this Sublease, sublet the Subleased Premises or assign this Sublease to (a) an entity controlling, controlled by or under common control with Subtenant, (b) a successor corporation related to Subtenant by merger, consolidation or reorganization, or (c) a purchaser of substantially all of the assets of Subtenant. The term “control,” as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. f. No assignment of this Sublease by Subtenant or sub-sublease of the Subleased Premises shall release or relieve Subtenant of its liability and responsibility for the full performance of all of its obligations under the terms of this Sublease.

ASSIGNMENT AND SUBLEASE. Provided there are no Events Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord's prior written consent. In the event of Defaults hereunder any assignment or under subletting, Tenant shall remain primarily liable to perform all of the Note Agreementcovenants and conditions contained in this Lease, including but not limited to payment of Minimum Rent and Additional Rent as defined herein provided herein. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord's right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord's discretion and thereinopinion (i) the use of the Leased Premises is or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is deemed unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the Notwithstanding the foregoing, Tenant may assign this Lease or sublease all or any portion part of the Demised Premises subject Leased Premises, without Landlord's consent, to any entity which acquires all or part of Tenant, or which is acquired in whole or in part by Tenant, or is an affiliate, subsidiary or parent of Tenant, provided that the terms hereoffinancial condition, creditworthiness and business reputation of the proposed assignee or subtenant are equal to or exceed those of Tenant and further provided that Tenant gives Landlord thirty (30) days prior written notice of such assignment or sublease. Tenant shall not assign this Lease without nevertheless at all times remain fully responsible and liable for the exclusive prior written consent payment of Landlord rent and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent performance and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance observance of all of Tenant's other obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, conditions and covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are Tenant will not mortgage, pledge, assign or otherwise transfer this Lease or sublet all or any portion of the Premises in any manner except as specifically provided for in this Article 6: a) If Tenant desires to assign this Lease or sublease all or part of the Premises, the terms and conditions of such assignment or sublease will be communicated by Tenant to Landlord in writing no Events less than thirty (30) days prior to the effective date of Defaults hereunder such sublease or under assignment. Prior to such effective date, Landlord will have the Note Agreementoption, upon notice to Tenant, to terminate the Lease, (i) in the case of subletting, solely as to that portion of the Premises to be sublet, or (ii) in the case of an assignment, as defined to all of the Premises, and in such event, Tenant will be fully released from its obligations with respect to the terminated space (“Recapture Space”) accruing from and after the effective date. If Landlord terminates the Lease as to the Recapture Space, in no event will Landlord be liable for a brokerage commission in connection with the proposed assignment or sublet. If Landlord recaptures the Recapture Space, Tenant shall be solely responsible, at its cost and expense, for the reasonable cost of all alterations required to separate the Recapture Space from the balance of the Premises, including, but not limited to, construction of demising walls and separation of utilities. Notwithstanding the foregoing, Landlord shall have no right to exercise its rights herein above if (i) the space that Tenant proposes to sublet is less than fifty percent (50%) of the Premises, without regard to the term of such subletting, or (ii) the space that Tenant proposes to sublet is equal to or greater than fifty percent (50%) of the Premises and thereinthe term of such subletting (including renewal options, if any) is to expire at any time prior to the last twelve (12) months of the Term or the Renewal Term (as hereinafter defined), if applicable. b) In the event that the Landlord elects not to terminate the Lease as to the Recapture Space, Tenant may assign this Lease or sublease all sublet the whole or any portion of the Demised Premises Premises, subject to Landlord’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed, subject to the following terms hereof. and conditions and provided the proposed occupancy is in keeping with that of a first-class office building: i) Tenant shall not assign this Lease without will provide to Landlord the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoingname, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms address, nature of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent business and Additional Rent directly from such assignee. If any part evidence of the Demised Premises is sublet and any Event financial condition of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the proposed assignee or subtenant to comply with sublessee; ii) The assignee will assume, by written instrument, all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term obligations of the Tenant under this Lease), and a duplicate original copy of such sublease or assignment shall assumption agreement will be delivered furnished to Landlord at least within ten (10) days prior to the commencement of such sublease or assignmentits execution. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any further assignment of this Lease or subletting of all or any part of the Premises will be permitted only in accordance with the terms hereof; iii) Each sublease will provide that sublessee’s rights will be no greater than those of Tenant's interest , and that the sublease is subject and subordinate to this Lease and to the matters to which this Lease is or estate will be subordinate, and that in the Demised Premisesevent of default by Tenant under this Lease, no Landlord may, at its option, have such sublessee shall assign its attorn to Landlord provided, however, in such case Landlord will not (i) be liable for any previous act or omission of Tenant under such sublease nor further sublease the Demised Premisesor, or (ii) be subject to any portion thereof, and no assignee shall further assign or sublet its interest offset not expressly provided for in this Lease or by any previous prepayment of more than one month’s rent; iv) The liability of Tenant and each assignee will be joint, several and primary for the observance of all the provisions, obligations and undertakings of this Lease, including the payment of Fixed Basic Rent and Additional Rent through the entire Term, as the same may be renewed, extended or otherwise modified; v) Tenant will promptly pay to Landlord fifty percent (50%) of any consideration received for any assignment or all of the rent (fixed basic rent and additional rent) and any other consideration payable by the subtenant to Tenant under or in connection with a sublease, after deducting therefrom all usual and customary expenses incurred by Tenant in connection therewith (including, but not limited to, broker’s fees, reasonable attorneys’ fees and disbursements marketing expenses and any expenses in connection with rent abatements, work contributions or construction expenses) as and when received, in excess of the Fixed Basic Rent required to be paid by Tenant for the area sublet; vi) The acceptance by Landlord of any rent from the assignee or from any subtenant or the failure of Landlord to insist upon strict performance of any of the terms, conditions and covenants of this Lease will release neither Tenant, nor any assignee assuming this Lease, from the Tenant’s obligations set forth in this Lease; vii) The proposed assignee or subtenant is not then an occupant of any part of the Building or any other building then owned by Landlord or its interest affiliates within the Business Park in which the Building is located, unless Landlord or estate its affiliates do not have comparable space available for leasing; viii) The proposed assignee or subtenant is not an entity or a person or an affiliate of an entity with whom Landlord is or has been, within the preceding nine (9) month period, negotiating to lease space in the Demised Building or any other building owned by Landlord or its affiliates within the Business Park in which the Building is located; ix) There will not be more than two (2) subtenant in the Premises; x) Tenant will not publicly advertise the subtenancy for less than Landlord’s then current market rent for the Premises, or any portion thereofprovided, without Landlord's prior written consent in each and every instance which consent may however, that nothing contained herein shall be withheld or delayed as above provided. No such further assignment or subleasing shall relieve deemed to prohibit Tenant from actual subletting for less than Landlord’s then current market rent; xi) Tenant will pay Landlord a TWO THOUSAND FIVE HUNDRED AND 00/100 DOLLAR ($2,500.00) administrative fee for each request for consent to any of sublet or assignment simultaneously with Tenant's obligations in this Lease contained’s request for consent to a specific sublet or assignment; and xii) The proposed assignee or subtenant will use the Premises for the Permitted Use only. xiii) As used herein, the term “Business Park” shall mean 4, 6, 7, 8 & 9 Campus Drive, 1, 3, 5 & 0 Xxxxxx Xxx, 0 Xxxxxxxx Xxxxx and 2 Hilton Court.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults Sublessee shall not assign or transfer this Sublease or any right hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of sublet the Demised Premises subject to during the terms hereof. Tenant shall not assign Term of this Lease Sublease, without the exclusive prior written consent of Landlord American and any mortgageeLandlord. Notwithstanding the foregoingAmerican agrees that its consent to a subletting to a commuter carrier that codeshares with Sublessee shall not be unreasonably withheld or delayed; provided, Tenant may assign this Lease in all cases Landlord's consent must be obtained on conditions reasonably acceptable to American; and provided further that Sublessee agrees that it would be reasonable for American to withhold its consent in American's sole discretion to any person which such subletting by Sublessee to such a commuter carrier that is a successor Disqualified Investor (as defined below) (except for such commuter carrier's status as an airline). Both parties acknowledge that Landlord is under no obligation to Tenant as permitted by grant its consent to any requested assignment, transfer or subletting. For the terms purposes of this Sublease, the term "transfer" shall include, without limitation, any of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If following: (i) Sublessee's merger with or into another Person (except any part merger in which each of the Demised Premises following conditions is sublet and any Event satisfied: (A) the shareholders of Default exists hereunderMidway Airlines Corporation, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms as of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days immediately prior to such merger, receive or retain 80% or more of the commencement equity securities of the merged entity as of immediately after such sublease merger and (B) such merger does not cause or assignmentresult in any other event or condition specified in this Sublease which would give American the right to terminate this Sublease); or (ii) Sublessee's sale or other transfer of all or substantially all of its assets to any other Person. Any assignee Consent to one subletting shall assumenot be deemed to be consent to any subsequent subletting. In the event of subletting as provided above, by instrument in form Sublessee shall remain bound and content satisfactory to Landlord, the due responsible for performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants covenants, agreements, conditions and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be Sublease, including the payment of no effect rents, fees and void. Except as permitted herebycharges, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, same extent as if there had been no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsubletting.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may Lessee shall not assign this Lease lease, or sublease all or sublet any portion of the Demised Premises subject premises to anyone without Lessor’s prior written consent, and any such assignment or sublease without Lessor’s written consent shall be void and of no effect, and constitutes a material breach of this lease, upon which Lessor may, at Lessor’s sole election, reenter the terms hereof. Tenant premises and dispossess the assignee or sublessee, but such reentry shall not assign affect the obligations of Lessee theretofore bound. Except as otherwise specifically set forth in this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assignedlease, Lessor may collect Base Rent reasonably withhold consent to the proposed assignment or sublease for any reason at Lessor’s sole and Additional Rent directly from such assigneecomplete discretion. If any part of the Demised Premises is sublet and any Event of Default exists hereunderAs used herein, Landlord may collect Base Rent and Additional Rent from such subtenant. Any a prohibited assignment or sublease shall require be deemed to have occurred upon the assignee occurrence of any of the following events: The actual execution and delivery by Lessee of an instrument which provides for the transfer of any of Lessee’s rights, title or subtenant interest hereunder to comply a third party; or The taking of possession or occupancy, whether actually or constructively, in whole or in part, of the premises by any person other than Lessee; or The transfer by Lessee to a third party the controlling interest in Lessee; or If Lessee is a person or entity with all terms unlimited liability at the time of execution of this Lease except lease, the conversion or transformation of Lessee to a corporation, or limited liability company, or to an entity which possesses the characteristics of limited liability. To obtain Lessor’s consent to the proposed assignment or sublease, Lessee shall submit to Lessor, for Lessor’s consideration, the following documents: A proposed assignment of lease or sublease which identifies the proposed transferee, the consideration for the transfer, the transferee’s business and the purpose of the transferee’s use of the premises, and all the terms, conditions and covenants between Lessee and the transferee for the assignment or sublease; Financial statements of the transferee, and certified by the transferee, showing the transferee’s net worth and cash flow, prepared in accordance with generally accepted accounting principles, consistently applied, for two successive fiscal years immediately preceding the proposed date of the assignment or sublease; and Such other documents or information as Lessor may require, in Lessor’s sole discretion. Notwithstanding the foregoing prohibition against assignment or sublease, Lessor agrees not to unreasonably withhold or delay Lessor’s consent to the proposed assignment if all of the following conditions are met: Lessee has not been and is not in default of any sublease termof the terms, covenants, or conditions of this lease on the proposed effective date of the assignment or sublease; Tenant shall be allowed to assign all or part of the leased Premises, with Landlord’s approval, not to be unreasonably withheld. Any assignee will not violate the existing Tenant exclusives. Tenant shall remain primarily liable for the lease unless assignee operates at least 10 stores with an operating history in excess of five (5) years. Upon an assignment to an entity with a net worth in excess of $50,000,000, the Tenant is released from any prospective liability under the lease. If Tenant desires to demise the building, tenant shall first obtain the approval of Landlord of any design of configuration (which shall not be unreasonable withheld). However, Landlord shall have the absolute right to reject any plans to demise the space. If space is demised, tenant has the obligation to restore building to its original configuration at Tenant's discretion the end of the lease term. Should premises remain dark for more than twelve (12) months, Landlord shall have the right, but not the obligation, to recapture the premises. Further language to be defined in no event extend beyond the term of this Lease)lease. Lessee shall have reimbursed Lessor, and a duplicate original of such sublease or assignment shall be delivered to Landlord at least within ten (10) days prior following Lessor’s demand for all costs and expenses, including consultants’ fees (as set forth in Paragraph 33 below), which Lessor actually incurred or paid in the consideration and review of Lessee’s request for Lessor’s consent to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such proposed assignment or sublease, and, provided, further, that if any modification and for the documentation of the transaction. The consent given by Lessor to the Lease is proposed to be made after such assignment or subleasesublease of the premises shall not constitute, thenor be construed in any way as, at Landlord's the release or mortgagee's optiondischarge of any obligations or liabilities of Lessee under, all prior assignors or arising out of, this lease. Unless a written release is executed by Lessor, and sublessorsonly to the extent of the obligations or liabilities of Lessee being released thereunder, Lessee, and all such obligated partiesguarantors of this lease, shall continue to be required liable to confirm in writing their approval of such modification, and that their obligations continue as to Lessor hereunder at all times after the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (sublease until all obligations of Lessee hereunder have been performed or discharged. The acceptance of rent by Lessor from the transferee, or any guarantor other person, shall not be deemed to be a waiver of Tenant's obligations under Lessor of any provision hereof. In the Lease event of default by Lessee’s assignee or sublessee, or any assignee) successor of its obligations hereunderLessee, in the performance of any of the terms hereof, Lessor may proceed directly against Lessee without the necessity of exhausting remedies against said assignee or sublessee, or successor. Any Lessor may consent to subsequent assignment or subletting of this Lease which is not in compliance lease or amendments or modifications to this lease with the provisions assignees of this paragraph shall be of no effect and void. Except as permitted herebyLessee, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premiseswithout notifying Lessee, or any portion thereofsuccessor of Lessee, and without obtaining Lessee’s or their consent thereto, and such action shall not relieve Lessee of liability under this lease. Any consent given by Lessor to Lessee to assign or sublease said premises shall not be construed as a consent to any other assignment or sublease, or as a waiver of the right by Lessor to object to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written to which consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedwriting has not been obtained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent, which consent of shall not be unreasonably withheld, delayed or denied (provided that it shall not be unreasonable for Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to withhold or deny its consent with respect to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any proposed assignment or sublease shall require the assignee or subtenant subletting to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and that is already a tenant in the Building or in another building owned by Landlord in the vicinity). In the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitationTenant shall remain primarily liable hereunder, the cost and any extension, expansion, rights of any alterationfirst offer, addition, improvement rights of first refusal or other renovation options granted to Tenant under this Lease shall be rendered void and of no further force or refurbishment effect. The acceptance of rent from any other person shall not be deemed to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with be a waiver of any of the foregoing. No provisions of this Lease or to be a consent to the assignment of this Lease or sublease shall be made unless any guarantor the subletting of the TenantLeased Premises. Without in any way limiting Landlord's obligations or any party responsible for Tenant's obligations shall give its written right to refuse to consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which Lease, Landlord reserves the right to refuse to give such consent if in Landlord's reasonable opinion, (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the combined financial worth of the proposed assignee or subtenant and Tenant is insufficient to meet the obligations hereunder. Landlord further expressly reserves the right to refuse to give its consent to any subletting if (i) the proposed subtenant or assignee is an existing tenant of Landlord's and the proposed rent is to be less than the then current rent for similar premises of Landlord's in the vicinity or (ii) the proposed subtenant or assignee is not an existing tenant of Landlord's and the proposed rent is to be less than seventy percent (70%) of the then current rent for similar premises of Landlord's in compliance the vicinity. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys' fees incurred in conjunction with the provisions processing and documentation of this paragraph shall be of no effect and void. Except as permitted herebyany such requested assignment, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, subletting or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in and to the Demised Leased Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under a) In the Note Agreement, as defined herein and therein, event Tenant may desires to assign this Lease or sublease all or part of the Premises to any other party, Tenant shall provide written notice of the terms and conditions of such assignment or sublease to Landlord prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Landlord shall have the option, exercisable by written notice to Tenant within ten (10) business days of Landlord's receipt of written notice from Tenant, to: (i) sublease such space from Tenant at the lower rate of (a) the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this Lease or (b) the terms set forth in the proposed sublease, (ii) recapture (in the case of subletting) that portion of the Premises to be sublet or all of the Premises (in the case of an assignment) ("Recapture Space") so that such prospective subtenant or assignee shall then become the sole Tenant of Landlord hereunder, or (iii) recapture the Recapture Space for Landlord's own use, whereupon Tenant shall be fully released from any and all obligations hereunder with respect to the Recapture Space. b) In the event that the Landlord elects not to recapture the Lease as hereinabove provided, the Tenant may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to the Landlord's prior written consent, on the basis of the following terms hereof. and conditions: (i) The Tenant shall provide to the Landlord the following: (1) The name and address of the proposed assignee or subtenant; (2) All the terms and conditions of the assignment or subletting; (3) The nature and character of the business of the proposed assignee or subtenant; (4) Banking, financial and other credit information relating to the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the proposed assignee's or sublessee's financial responsibility; and (5) In the event of a subleasing of only a portion of the Premises, plans and specifications for tenant's layout, partitioning, and electrical installations for the portion of the Premises to be subleased. (ii) Tenant shall not be permitted to assign or sublet to the following: (1) To a government or quasi-government agency; (2) To an entity whose business character is not consistent with the other tenants in the Building; (3) To a tenant or prospect with whom Landlord currently is negotiating for space in the Building and for whom Landlord has prepared a preliminary space plan and has tendered a written proposal. (iii) The assignee or subtenant shall assume, by written instrument, all of the obligations of the Tenant as provided by this Lease, and a copy of such assumption agreement shall be furnished to the Landlord within ten (10) days of its execution, provided, however, any such subtenants shall only be obligated to assume Tenant's obligations arising under this Lease without with respect to the exclusive prior written consent portion of the Premises sublet. Any sublease shall expressly acknowledge that said subtenant's rights against Landlord shall be no greater than those of Tenant. (iv) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Fixed Basic Rent and Additional Rent reserved herein, through the entire Term, as the same may be renewed, extended or otherwise modified. (v) The Tenant and any mortgageeassignee or subtenant, as applicable, shall promptly pay to Landlord one-half of the profit received from such subleasing or assignment after deducting the actual and reasonable marketing and legal expenses incurred and commissions paid (not to exceed market rate commissions for comparable transactions) by Tenant in connection with the assignment or sublease. (vi) In any event, the acceptance by the Landlord of any rent from the assignee or from any of the subtenants or the failure of the Landlord to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Tenant herein, nor any assignee or subtenant, from any and all of the obligations to be performed by it in accordance herewith during and for the entire Term. (vii) Tenant shall pay to Landlord the sum of One Thousand Five Hundred Dollars ($1,500.00) to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord's failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord's actions in refusing to consent thereto. c) If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of subsection a hereof shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease, and if Tenant is a partnership or joint venture, said provisions shall apply with respect to a transfer, (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant's assets are transferred or to any corporation which controls or is controlled by Tenant or is under common control with Tenant, provided that in the event of such merger, consolidation or transfer of all or substantially all of Tenant's assets (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant herein named on the date of this Lease, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord promptly after the effective date of any such transaction. In connection with any merger, consolidation or transfer pursuant to this Section 24(c) shall not entitle Landlord to share in any profit pursuant to Section 24(b)(v) or recapture any Recapture Space pursuant to Section 24(a). d) Except as specifically set forth above, no portion of the Premises or of Tenant's interest in this Lease may be acquired by any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Tenant, nor shall Tenant pledge its interest in this Lease or in any security deposit required hereunder. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assignedmay, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least upon ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn written notice to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, but without Landlord's prior written consent consent, and without Landlord having any right to terminate this Lease or share in each any consideration or profit therefor, assign or transfer its entire interest in this Lease and every instance the leasehold estate hereby created, or sublease all or a portion of the Premises, to successor corporation of Tenant, which consent may for the purposes of this Lease shall mean either (a) any corporation or other business entity which controls, is controlled by, or under common control with, Tenant (a "related corporation"), or (b) a corporation or other business entity into which or with which Tenant, its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation of corporations, provided that by operation of law or by effective provisions contained in the instruments of merger or consolidation the liabilities of the corporations or other business entities participating in such merger or consolidation are assumed by the corporation or other business entity surviving such merger or consolidation; provided, however, that Tenant shall have no such right to assign or transfer to a successor corporation unless Tenant shall not be withheld in default in the performance of any of its obligations under this Lease beyond the applicable notice and cure period. For the purposes hereof "control" shall be deemed to mean ownership of not less than fifty percent (50%) of all of the voting stock of such corporation, or delayed as above providednot less than fifty percent (50%) of all of the legal and equitable interest in any other business entity, or the possession of the power, directly or indirectly, to direct or cause the direction of management and policy of a corporation or other business entity, whether through the ownership of voting securities, common directors or officers, the contractual right to manage the business affairs of such business entity, or otherwise. No such further assignment Notwithstanding anything to the contrary contained in this Lease any sale or subleasing shall relieve Tenant from any transfer of Tenant's obligations in capital stock through any public exchange, or redemption or issuance of additional stock of any class, shall not be deemed an assignment, subletting or any other transfer of this Lease containedor the Premises. e) In the event Tenant desires to assign its lease or sublet any portion of the Premises, Tenant shall cause any and all advertisements or notices of availability to be delivered to Landlord for Landlord's approval prior to releasing or publishing same.

ASSIGNMENT AND SUBLEASE. Provided there Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or denied (provided that it shall not be unreasonable for Landlord to withhold or deny its consent with respect to any proposed assignment or subletting to a third party that is already a tenant of Landlord). In the event of any assignment or subletting, Tenant shall remain primarily liable hereunder, and, except for a Permitted Transferee, any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord’s right to reasonably refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord’s reasonable opinion (i) the Leased Premises are no Events or may be in any way adversely affected; (ii) the business reputation of Defaults hereunder the proposed assignee or under subtenant is unacceptable; or (iii) the Note Agreementfinancial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys’ fees incurred in conjunction with the processing and documentation of any such requested assignment, as defined herein subletting or any other hypothecation of this Lease or Tenant’s interest in and thereinto the Leased Premises in an amount not to exceed Two Thousand Dollars ($2,000.00). Notwithstanding the foregoing, Tenant may assign this the Lease or sublease all or any portion of the Demised Leased Premises subject without Landlord’s consent to any of the terms hereoffollowing (a “Permitted Transferee”), provided that the Permitted Transferee’s tangible net worth is sufficient to satisfy the obligations of this Lease: (i) any successor corporation or other entity resulting from a merger or consolidation of Tenant; (ii) any purchaser of all or substantially all of Tenant’s assets; or (iii) any entity which controls, is controlled by, or is under common control with Tenant. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to give Landlord at least ten thirty (1030) days days’ prior to the commencement written notice of such sublease assignment or assignmentsublease. Any assignee Permitted Transferee shall assume, by instrument assume in form writing all of Tenant’s obligations under this Lease. Tenant shall nevertheless at all times remain fully responsible and content satisfactory to Landlord, liable for the due payment of rent and the performance and observance of all of Tenant's ’s other obligations under this Lease, including any accrued Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations at the time of the effective date of the assignmentunder this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such assumption agreement transfer shall state that the same is made by the assignee for the express benefit constitute an Event of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord Default hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are Tenant will not mortgage, pledge, assign or otherwise transfer this Lease or sublet all or any portion of the Premises in any manner except as specifically provided for in this Article 6: a) If Tenant desires to assign this Lease or sublease all or part of the Premises, the terms and conditions of such assignment or sublease will be communicated by Tenant to Landlord in writing no Events less than thirty (30) days prior to the effective date of Defaults hereunder such sublease or under assignment. Prior to such effective date, Landlord will have the Note Agreementoption, upon notice to Tenant, to terminate the Lease, (i) in the case of subletting, solely as to that portion of the Premises to be sublet, or (ii) in the case of an assignment, as defined herein to all of the Premises, and thereinin such event, Tenant will be fully released from its obligations with respect to the terminated space (“Recapture Space”) accruing from and after the effective date. If Landlord terminates the Lease as to the Recapture Space, in no event will Landlord be liable for a brokerage commission in connection with the proposed assignment or sublet. If Landlord recaptures the Recapture Space, Tenant shall be solely responsible, at its cost and expense, for all alterations required to separate the Recapture Space from the balance of the Premises, including, but not limited to, construction of demising walls and separation of utilities. b) In the event that the Landlord elects not to terminate the Lease as to the Recapture Space, Tenant may assign this Lease or sublease all sublet the whole or any portion of the Demised Premises Premises, subject to Landlord’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed, subject to the following terms hereof. and conditions and provided the proposed occupancy is in keeping with that of a first-class office building: i) Tenant shall not assign this Lease without will provide to Landlord the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoingname, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms address, nature of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent business and Additional Rent directly from such assignee. If any part evidence of the Demised Premises is sublet and any Event financial condition of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the proposed assignee or subtenant to comply with sublessee; ii) The assignee will assume, by written instrument, all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term obligations of the Tenant under this Lease), and a duplicate original copy of such sublease or assignment shall assumption agreement will be delivered furnished to Landlord at least within ten (10) days prior of its execution. No further assignment of this Lease or subletting all or any part of the Premises will be permitted; iii) Each sublease will provide that sublessee’s rights will be no greater than those of Tenant, and that the sublease is subject and subordinate to this Lease and to the commencement matters to which this Lease is or will be subordinate, and that in the event of such sublease or assignment. Any assignee shall assume, default by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations Tenant under this Lease, Landlord may, at its option, have such sublessee attorn to Landlord provided, however, in such case Landlord will not (i) be liable for any previous act or omission of Tenant under such sublease or, (ii) be subject to any offset not expressly provided for in this Lease or by any previous prepayment of more than one month’s rent; iv) The liability of Tenant and each assignee will be joint, several and primary for the observance of all the provisions, obligations and undertakings of this Lease, including the payment of Fixed Basic Rent and Additional Rent through the entire Term, as the same may be renewed, extended or otherwise modified, but if Landlord enters into a written agreement with an assignee (other than to record the exercise of an option contained in this Lease) increasing the monetary obligations of Tenant hereunder, the liabilities of any accrued obligations at the time predecessor in interest to Tenant shall not be increased thereby; v) Tenant will promptly pay to Landlord fifty percent (50%) of any consideration received for any assignment or all of the effective date rent (fixed basic rent and additional rent) and any other consideration payable by the subtenant to Tenant under or in connection with a sublease, as and when received, in excess of the Fixed Basic Rent required to be paid by Tenant for the area sublet, after deducting therefrom all usual and customary out-of-pocket cost incurred by Tenant in connection with any such subletting or assignment, and such assumption agreement shall state that the same is made ; vi) The acceptance by Landlord of any rent from the assignee for or from any subtenant or the express benefit failure of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all insist upon strict performance of any of the terms, conditions and covenants and conditions of this Lease and to all will release neither Tenant, nor any assignee assuming this Lease, from the Tenant’s obligations set forth in this Lease; vii) The proposed assignee or subtenant is not then an occupant of any part of the rights Building or any other building then owned by Landlord or its affiliates within a three-mile radius of the Building; viii) The proposed assignee or subtenant is not an entity or a person or an affiliate of an entity with whom Landlord hereunder; and is or has been, within the preceding twelve (12) month period, negotiating to lease space in the event this Lease Building or any other building owned by Landlord or its affiliates within a five-mile radius of the Building; ix) There will not be more than one (1) subtenant in the Premises; x) Tenant will not advertise the subtenancy for less than Landlord’s then current market rent for the Premises, provided, however, that nothing contained herein shall terminate before be deemed to prohibit Tenant from actually subletting the expiration Premises for less than Landlord’s then current market rent; xi) Tenant will pay Landlord a ONE THOUSAND HUNDRED AND 00/100 DOLLAR ($1,000.00) administrative fee for each request for consent to any sublet or assignment simultaneously with Tenant’s request for consent to a specific sublet or assignment; and xii) The proposed assignee or subtenant will use the Premises for the Permitted Use only. c) If Tenant is a corporation (other than a corporation whose stock is listed and traded on a nationally recognized stock exchange), the transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of a majority of the issued and outstanding stock [or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock which results in a change of control of Tenant], and if Tenant is a partnership, joint venture or limited liability company (collectively “Entity”), the transfer (by one or more transfers) of an interest in the distributions of profits and losses of such subleaseEntity (or other mechanism, such as, by way of example, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease creation of additional partnership or to surrender possession thereunder, as limited liability company interests) which results in a result change of the termination control of such Entity will be deemed an assignment of this Lease. No sublease shall be permitted hereby unless as a condition , subject to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised PremisesArticle. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premisescontrary, Tenant may assign this Lease or sublet all or any portion thereofof the Premises to (i) any corporation or other Entity directly or indirectly controlling or controlled by Tenant or under common control with Tenant, or (ii) any successor by merger, consolidation, corporate reorganization or acquisition of all or substantially all of the assets of Tenant (any transaction referred to in clauses (i) or (ii) hereof will be a “Permitted Transfer”) provided that the net worth of any assignment transferee of a Permitted Transfer will not be less than the greater of (A) the net worth of Tenant immediately preceding the Permitted Transfer or (B) the net worth of Tenant as of the date of the execution and delivery of this Lease by both parties. Any other assignment or subleasing of Tenant’s interest under this Lease will be subject to Landlord’s approval, which approval will not be unreasonably withheld, conditioned or delayed. d) Except as specifically set forth above, if any portion of the Premises or of Tenant's ’s interest in this Lease is acquired by any other person or estate in entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised PremisesTenant, or any portion thereof, and no assignee shall further assign or sublet if Tenant pledges its interest in this Lease or its interest or estate in the Demised Premisesany security deposit required hereunder, or any portion thereof, without Landlord's prior written consent Tenant will be in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containeddefault.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement(a) Subject to Section 11.02, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed. In the event of Landlord and any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant may assign and Guarantor shall remain primarily liable hereunder (unless the assignee and / or a substitute guarantor procured by such assignee or Tenant is a “Qualified Assignee,” as such term is defined in Section 11.02). The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to any person which is be a successor consent to Tenant as permitted by the terms assignment of this Lease or the subletting of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or may be in any way materially and adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms of meet the obligations hereunder. If Landlord refuses to give its consent to any proposed assignment or subletting, Landlord may, at its option, within thirty (30) days after receiving a request to consent, terminate this Lease except for any sublease termby giving Tenant thirty (30) days’ prior written notice of such termination, which whereupon each party shall be at Tenant's discretion (but in no event extend beyond the term of this Lease)released from all further obligations and liability hereunder, and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of except those which expressly survive the termination of this Lease. No sublease . (c) If Tenant shall be permitted hereby unless as make any assignment or sublease, with Landlord’s consent, for a condition to effectiveness thereofrental in excess of the rent payable under this Lease, Tenant shall have assigned pay to Landlord and Landlord shall have effectively assigned to mortgagee fifty percent (50%) of any such subleaseexcess rental upon receipt. Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under (a) The Lessee may, at any time, sublease the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all Building or any portion of the Demised Premises subject to the terms hereof. Tenant shall not thereof or assign this Lease without the exclusive prior written consent of Landlord the Lessor; provided, however, that (i) in the event of any such subletting or assignment, the Lessee and the Guarantor (hereinafter defined) shall, except as otherwise hereinafter expressly provided, both continue to remain liable to Lessor for all sums due hereunder and for the performance of all covenants and duties of Lessee, and (ii) the Lessee must prove, to the reasonable satisfaction of the Lessor, that the business of such proposed assignee or sublessee poses no greater fire, casualty risk, or potential for environmental contamination to the Building than did the business of the Lessee. In the event of any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted sublease or assignment by the terms Lessee under this Paragraph 23, the Lessee shall be responsible, at its sole cost and expense, for performing all of the Note Agreement. If this Lease is assignedleasehold improvements and tenant fit-out requirements (i.e., Lessor may collect Base Rent the construction of any demising walls and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant so forth) required to comply with all terms of this Lease except for building codes and other governmental approvals with respect to any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything Anything contained in this Lease to the contrary and notwithstanding any consent by Landlord notwithstanding, if the Lessee elects to any sublease assign this Lease to an assignee which is a company designated to be in the top 50 of the Demised Premises"Fortune 500" companies, as of the effective date of any such proposed assignment, then, and in such event, upon such assignment to a top 50 "Fortune 500" company and upon such company's assumption or guaranty of all of the Lessee's obligations under this Lease in a manner which is reasonably acceptable to the Lessor, the Lessee and the Guarantor shall be relieved of all further liability under this Lease. (b) If, pursuant to the provisions of this Paragraph 23, the Lessee subleases any portion thereofof the Building or assigns its interest under this Lease as permitted under this Lease, then the Lessee shall pay to Lessor fifty percent (50%) of the Sublease Profits (hereinafter defined) when received in respect of such sublease or assignment. The "Sublease Profits," as such term is used in this Paragraph 23 of this Lease, shall mean any rent, consideration, income, remuneration or other sums or value received from any sublessee or assignee which is in excess of the Minimum Rent and all Additional Rent payable by the Lessee under this Lease for such period of time; provided, however, in calculating any such excess, any reasonable and direct costs and expenses actually incurred and paid by the Lessee to secure any such sublessee or assignee (such as reasonable leasing commissions, reasonable attorney's fees and expenses or rent abatements or inducements or subtenant improvement allowances and including any recapture of the Lessee's initial fit-out costs of the Building, but not the costs of moving to the Building) shall be credited against, and deducted from, any such rent, consideration, income or other sum received by the Lessee in connection with any such sublease or assignment; provided, however, Lessee's obligation to pay Rent shall in no way be reduced in the event the rent, consideration, income or other sum received by Lessee in connection with such sublease or assignment 22 is less than the Rent payable hereunder. Nothing contained in this Paragraph 23 shall be construed as modifying, in any way, the requirements for an assignment of this Lease or sublease of Tenantthe Building pursuant to this Paragraph 23 nor construed as modifying, in any way, the Lessee's interest (or estate the Guarantor's) continued liability for all of the payment and performance obligations of the Lessee under this Lease. The foregoing notwithstanding, the Sublease Profits shall be split 50/50 between the Lessor and the Lessee, but only with respect to the initial Term of this Lease and, therefore, with respect to any subleases which occur during either of the Extension Periods, all Sublease Profits shall be paid to, and retained by, the Lessor and the Lessee shall have no right to any such Sublease Profits during either of the Extension Periods. (c) If, following a permitted sublease as hereinabove set forth, the Lessee is in breach of any of the Demised Premisesobligations under this Lease, no then the Lessor agrees to send a written notice of such breach to such sublessee(at the last known address of such sublessee which was provided to the Lessor in writing) (as well as to the Lessee) and such sublessee shall assign its sublease nor further sublease have the Demised Premisessame time periods provided to the Lessee hereunder in order to cure any such breach; provided, or any portion thereofhowever, and no assignee if such breach is not properly cured by the Lessee within such permitted time period, the sublessee hereunder shall further assign or sublet its interest in have an additional ten (10) days after the expiration of such permitted time period within which to cure such breach. In addition, if, following a permitted assignment of this Lease or its interest or estate as hereinabove set forth, the assignee is in breach of the Demised Premisesobligations under this Lease, or then the Lessor agrees to send a written notice of such breach to the prior (i.e., assignor) Lessee (at the last known address of the Lessee which was provided to the Lessor in writing by the Lessee) (as well as to the then current Lessee) and the prior (i.e., assignor) Lessee shall have the same time periods provided to the then current Lessee hereunder in order to cure any portion thereofsuch breach; provided, without Landlord's however, if such breach is not properly cured by the then current Lessee within such permitted time period, the prior written consent in each and every instance (i.e., assignor) Lessee hereunder shall have an additional ten (10) days after the expiration of such permitted time period within which consent may be withheld or delayed as above provided. No to cure such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedbreach.

ASSIGNMENT AND SUBLEASE. Provided there are no Events Tenant may, with Landlord's prior written consent, which will not be unreasonably withheld, sublease the Premises, or assign or transfer or permit the transfer of Defaults hereunder this Lease or under the Note Agreementinterest of Tenant in the Lease, as defined herein and therein, in whole or in part If Tenant may desires to assign this Lease or to enter into any sublease all or any portion of the Demised Premises Premises, Tenant shall deliver written notice of such intent to Landlord together with a copy of the proposed assignment or sublease at least 15 days prior to the effective date of the proposed assignment or commencement date of the term of the proposed sublease and Landlord will strive to approve or decline within five (5) business days of written notice from Tenant or consent will be considered waived Any approved sublease shall be expressly subject to the terms hereofand conditions of this Lease. In the event of any approved sublease or assignment, Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and be released or discharged from any mortgagee. Notwithstanding the foregoingliability, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assignedwhether past, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunderpresent, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease termfuture, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at renewal term of this Lease, and if the time sublease or assignment provides for rent in excess and provided Tenant has recaptured subleasing cost of the effective date Rent payable to Landlord under the terms of this Lease, 50% of the assignment, and such assumption agreement shall state that difference between the same is made Rent payable by the assignee for or subtenant and the express benefit of Rent payable to Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of under the terms, covenants and conditions terms of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn be paid to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result in consideration of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment its consent to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such . An assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required considered to confirm include a change in writing their approval the majority ownership or 8 of such modification15 control of Tenant if Tenant is a corporation whose shares of stock are not traded publicly, and that their obligations continue as to or, if Tenant is a partnership, a change in the Lease as so modified. No assignment general partner of the partnership or subletting under this paragraph shall relieve Tenant (a change in the persons holding more than 50% interest in the partnership, or a change in majority ownership or control of any guarantor general partner of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, partnership Tenant shall not transfermortgage, sublet, assign pledge or otherwise encumber hypothecate its leasehold interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance consent, which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenantat Landlord's obligations in this Lease containedsole discretion.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note AgreementExcept as otherwise provided in this Section, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease Lease, sublease all or any part of the Premises or allow occupancy by anyone other than Tenant (any such assignment, sublease or occupancy, a "Proposed Transfer") without the exclusive prior written consent of Landlord, which shall be requested by letter ("Notice") advising Landlord of its intention from, on and after a stated date (which shall not be less than sixty (60) days after the date of the Notice), to sublease or allow occupancy to any mortgageepart or all of the Premises or to assign its interest in this Lease, and Landlord shall not unreasonably withhold consent; provided that: (a) the proposed sublessee, occupant or assignee shall be of a character in keeping with the standards of the Building; (b) the creditworthiness of the proposed sublessee, occupant or assignee and the proposed use of the Premises shall be reasonably acceptable to Landlord; (c) Tenant provides all reasonably available information on the proposed sublessee, occupant or assignee that Landlord requests; and (d) the sublease, occupancy agreement or assignment is in form and substance reasonably satisfactory to Landlord. Tenant shall also submit any advertising or offering materials that Tenant intends to use in connection with any efforts to sublease, assign or transfer. Within twenty (20) days after receipt of the Notice, Landlord shall advise Tenant whether it approves or rejects the proposed sublease, occupancy or assignment as set forth in the Notice or whether it elects to recapture the space described in the Notice. If Landlord fails to advise Tenant within twenty (20) days, there shall be a deemed assent on the part of Landlord. Any assignment, occupancy or subletting taken without Landlord's written consent shall, at Landlord's option, be deemed null and void and a material breach of and Event of Default under this Lease. Notwithstanding anything to the foregoingcontrary contained herein, Tenant may assign this Lease to or permit any person corporation or other business entity which is and continues at all times to control, be controlled by, or be under common control with Tenant (each a successor "related corporation") to sublet the Premises for any of the purposes permitted to Tenant under this Lease (subject however to compliance with Tenant's obligations under this Lease) provided that (i) Tenant shall not then be in default in the performance of any of its obligations under this Lease, (ii) prior to such assignment or subletting, Tenant furnishes Landlord with the name of any such related corporation, together with evidence reasonably satisfactory to Landlord that the proposed assignee or subtenant, as permitted by the terms case may be, is a related corporation of Tenant, (iii) in the event of an assignment or a sublease of all or substantially all of the Note Agreement. If this Lease is assignedPremises, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant sublessee shall have a net worth computed in accordance with generally accepted accounting principles at least equal to comply with all terms the net worth of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond Tenant named herein on the term date of this Lease), and a duplicate original proof satisfactory to Landlord of such sublease or assignment net worth shall be have been delivered to Landlord at least ten (10) days prior to the commencement effective date of any such sublease or assignmenttransaction. Any assignee For the purposes hereof, "control" shall assume, by instrument in form and content satisfactory be deemed to Landlord, the due performance mean ownership of not less than fifty-one percent (51%) of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, legal and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its equitable interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedother business entities.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign or sublease the within Lease to any party subject to the following: a. In the event Tenant desires to assign this Lease or sublease all or part of the Premises to any other party, Tenant shall provide written notice of the terms and conditions of such assignment or sublease to Landlord prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Landlord shall have the option, exercisable by written notice to Tenant within ten (10) business days of Landlord's receipt of written notice from Tenant, to: (i) sublease such space from Tenant at the lower rate of (a) the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this Lease or (b) the terms set forth in the proposed sublease, (ii) recapture (in the case of subletting) that portion of the Premises to be sublet or all of the Premises (in the case of an assignment) ("Recapture Space") so that such prospective subtenant or assignee shall then become the sole Tenant of Landlord hereunder, or (iii) recapture the Recapture Space for Landlord's own use, whereupon Tenant shall be fully released from any and all obligations hereunder with respect to the Recapture Space. b. In the event that the Landlord elects not to recapture the Lease as hereinabove provided, the Tenant may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to the Landlord's prior written consent, on the basis of the following terms hereof. and conditions: i) The Tenant shall not assign this Lease without provide to the exclusive prior written consent of Landlord the name and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms address of the Note Agreementassignee or subtenant. ii) The assignee or subtenant shall assume, by written instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to the Landlord within ten (10) days of its execution. If Any sublease shall expressly acknowledge that said subtenant's rights against Landlord shall be no greater than those of Tenant. iii) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease is assignedLease, Lessor may collect Base including, but not limited to, the payment of Fixed Basic Rent and Additional Rent directly reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. iv) The Tenant and any assignee shall promptly pay to Landlord fifty percent (50%) of the net profit received from such assigneesubleasing or assignment. If Net profit will be calculated after deducting the Tenant's direct costs of implementing the sublease or assignment (including broker commissions, tenant improvements, and reasonable attorneys fees). v) In any part event, the acceptance by the Landlord of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant from any of the subtenants or the failure of the Landlord to comply with insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Tenant herein, nor any assignee assuming this Lease, from any and all terms of this Lease except the obligations herein during and for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term entire Term of this Lease). vi) Landlord shall require a Five Hundred Dollars ($500.00) payment to cover its handling charges for each request for consent to any subset or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord's failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord's actions in refusing to consent thereto. c. If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of subsection a hereof shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease, and if Tenant is a duplicate original partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such sublease partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall be not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant's assets are transferred or to any corporation which controls or is controlled by Tenant or is under common control with Tenant, provided that in the event of such merger, consolidation or transfer of all or substantially all of Tenant's assets (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of Tenant herein named on the date of this Lease, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the commencement effective date of any such transaction. d. In the event that any or all of Tenant's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Tenant, or to Tenant as a debtor in possession, and subsequently any or all of Tenant's interest in the Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or other representative or agent of Tenant as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor", for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Landlord (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Landlord in reasonable detail of all of the terms and conditions of such sublease Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Landlord has failed or assignmentrefused to accept such right of first refusal as to the Disposition, as set forth herein. Any assignee Landlord shall assumehave sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Tenant's interest by such Disposition, and the exercise of the option by instrument in form and content satisfactory Landlord shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Landlord to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Landlord. In the event Landlord accepts such offer of first refusal, the due transaction shall be consummated pursuant to the teens and conditions of the Disposition described in the notice to Landlord. In the event Landlord rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Landlord or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Landlord hereunder. e. Without limiting any of the provisions of this Section 21, if pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"), or any similar law hereafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year's Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Landlord for the balance of the Term, without interest, as security for the full performance of all of Tenant's obligations under this Lease, including to be held and applied in the manner specified for any accrued obligations at the time security deposit required hereunder. f. Except as specifically set forth above, no portion of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest in this Lease may be acquired by any other person or estate in entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesTenant, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Tenant pledge its interest in this Lease or its interest or estate in any security deposit required hereunder. g. Notwithstanding the Demised Premisesforegoing, or any portion thereof, Landlord acknowledges that Tenant intends to sublet approximately 4,500 rentable square feet of the Premises until such time as Tenant expands into such space. Tenant shall be entitled to sublease such space without Landlord's prior consent provided Landlord is given written consent in each notice of the identity of such subtenant and every instance which consent may such subtenant agrees to be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any bound by the terms of Tenant's obligations in this Lease containedLease.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent may not be unreasonably withheld, conditioned, or delayed. In the event of Landlord and any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant may assign shall remain primarily liable hereunder, except as otherwise provided herein. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to any person which is be a successor consent to Tenant as permitted by the terms assignment of this Lease or the subletting of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s reasonable opinion (i) the Leased Premises are or may be materially adversely affected; (ii) the business reputation of the proposed assignee or subtenant is reasonably unacceptable, or (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms meet the obligations hereunder provided, however, that if the worth of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond proposed assignee or subtenant is equal to or greater than that of Tenant as of the term date of this Lease), and such worth shall not be deemed insufficient. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building. (c) If Tenant shall make any assignment or sublease, with Landlord’s consent, for a duplicate original rental in excess of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement Tenant shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn pay to Landlord and waive fifty percent (50%) of any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleaseexcess rental upon receipt. Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under Tenant shall be permitted, with prior notice to Landlord, to assign the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to any of Tenant’s affiliates. Affiliates shall include an entity which: (i) controls, is controlled by or is under common control with Tenant; (ii) exists as the result of a merger or consolidation of Tenant at the direction of Tenant’s parent/controlling entity; (iii) acquires any pre-existing business being conducted on the Premises; (iv) has entered into a management contract with Tenant; or (v) has at least a ten percent (10%) ownership interest in Tenant. With prior written notice, Tenant may sublet or assign to the terms hereofParent, an Affiliate, a Subsidiary, or Successor of Tenant without Landlord’s consent. Tenant shall not assign this the Lease or sublease any portion of the Premises to a third party that is not a Tenant affiliate without the exclusive prior Landlord’s written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease termin each instance, which consent shall not be at Tenant's discretion unreasonably withheld, conditioned, or delayed, provided Landlord is satisfied that (but in no event extend beyond i) the term of this sublessee or assignee shall have the financial wherewithal to perform all obligations under the Lease), and a duplicate original of such the proposed sublease or assignment shall be delivered not materially affect Landlord’s ability to Landlord at least ten receive all rent due and remaining hereunder; (10ii) days prior to the commencement of such sublease sublessee or assignment. Any assignee shall assumeuse the Premises in accordance with the Permitted Use, by instrument in form and content satisfactory shall comply with all applicable laws, rules, ordinances and regulations related to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time its use of the effective date Premises; (iii) the sublessee or assignee shall not cause a nuisance or disturbance on the Premises or otherwise interfere with the operations of any other tenant or occupant of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereofBuilding. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to reimburse Landlord for all reasonable attorneys’ fees and costs incurred by Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification up to the Lease is proposed to be made after such one thousand five hundred dollars ($1,500.00) per assignment or sublease. Whether permitted or rejected by Landlord, thenTenant and any guarantor shall remain fully liable for all obligations under this Lease following any such transfer. Landlord and Tenant shall share equally in any profit over and above Tenant’s out-of-pocket expenses (including free rent, at Landlord's or mortgagee's option, all prior assignors and sublessorstenant improvements, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No commission) associated directly with any assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedSection 16.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereofSection 11.01. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease termconsent, which consent shall not be at Tenant's discretion (but in no event extend beyond the term of this Lease)unreasonably withheld, and a duplicate original of such sublease delayed or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignmentdenied. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in In the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation(a) Tenant shall remain primarily liable hereunder, and (b) if the cost entire Leased Premises is assigned or sublet, any extension, expansion, rights of any alterationfirst offer, addition, improvement rights of first refusal or other renovation options granted to Tenant under this Lease shall be rendered void and of no further force or refurbishment effect. The acceptance of rent from any other person shall not be deemed to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with be a waiver of any of the foregoing. No provisions of this Lease or to be a consent to the assignment of this Lease or sublease shall be made unless any guarantor the subletting of the Tenant's obligations or Leased Premises. Without in any party responsible for Tenant's obligations shall give its written way limiting Landlord’s right to refuse to consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord’s opinion (x) the Leased Premises are or may be in any way adversely affected; (y) the business reputation of the proposed assignee or subtenant is unacceptable; or (z) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations under the proposed assignment or sublease. In the event that Tenant sublets the Leased Premises or any part thereof, or assigns this Lease and at any time receives rent and/or other consideration which is not in compliance with the provisions of this paragraph shall exceeds that which Tenant would at that time be of no effect and void. Except as permitted herebyobligated to pay to Landlord, Tenant shall not transferpay to Landlord 50% of the gross excess in such rent less reasonable cost of subleasing (including commissions, subletadvertising costs, assign or otherwise encumber its interest legal costs, and tenant improvement costs) as such rent is received by Tenant and 50% of any other consideration received by Tenant (excluding any consideration received in connection with a sale of Tenant’s assets) from such subtenant in connection with such sublease or, in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease case of the Demised Premises, or any portion thereof, or to any assignment of this Lease by Tenant, Landlord shall receive 50% of any consideration paid to Tenant by such assignee in connection with such assignment. In addition, should Landlord agree to an assignment or sublease agreement, Tenant will pay to Landlord on demand the sum of Tenant's interest $500.00 to partially reimburse Landlord for its costs, including reasonable attorneys’ fees, incurred in connection with processing such assignment or estate in subletting request. Notwithstanding any provision of this Lease to the Demised Premisescontrary, no sublessee shall should Tenant receive consent from Landlord to sublease or assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease the Premises and seek to sublease or assign its interest or estate in the Demised PremisesPremises in accordance with this paragraph, Tenant shall not use the name of Landlord or any portion thereof, without Landlord's prior written consent insignia of Landlord in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedits advertising for such sublease or assignment.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may Sublessee shall not assign this Lease Sublease or sublease all or any portion of the Demised Subleased Premises without Sublessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and without Prime Landlord’s prior written consent to the extent required pursuant to and subject to the terms hereofand conditions set forth in Article XII of the Prime Lease, except as otherwise set forth in this Sublease. Tenant Sublessee shall not assign this Lease without the exclusive prior written consent of reimburse Prime Landlord and any mortgagee. Notwithstanding the foregoingSublessor for their reasonable, Tenant may assign this Lease out-of-pocket expenses in connection therewith, pursuant to any person which is a successor to Tenant as permitted by the terms Article XII of the Note AgreementPrime Lease, regardless of whether such consent is ultimately granted. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any No permitted assignment or sublease shall require the release Sublessee from liability under this Sublease. The consent of Sublessor to any one assignment or sublease shall not be deemed to be Sublessor’s consent to any other or further assignment or sublease. Any assignee or subtenant to sublessee will comply with all terms of the provisions of the Prime Lease, and Prime Landlord and Sublessor may enforce such provisions directly against any assignee or sublessee. In addition, notwithstanding anything contained in this Lease except for any sublease termSection 8 to the contrary, which Sublessee shall be permitted, without Sublessor’s consent, to license a portion or portions of the Subleased Premises not exceeding twenty percent (20%) of the rentable square feet of the Subleased Premises in the aggregate at Tenant's discretion any given time, for temporary use solely by third party occupants that share Third Rock Ventures as an investor (but in no event extend beyond the term of this Lease“Licensee Parties”), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations for uses permitted under this Lease, including any accrued obligations at the time of the effective date of the assignment, Sublease only and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of otherwise in compliance with the terms, covenants and conditions of this Lease Sublease and the Prime Lease, provided that any space so licensed by Sublessee is not separately demised and does not have separate means of ingress to all or egress from the public corridors of the rights Building, and provided further that (i) Sublessor is delivered advance notice of each such license agreement entered into by Sublessee along with evidence of insurance for each Licensee Party, which license agreement shall be in writing with a fully executed copy provided to Sublessor and which, by its express terms, made subject and subordinate to this Sublease and the Prime Lease, (ii) any such licensing shall not give rise to a landlord-tenant relationship between Sublessor and the licensee, and (iii) Sublessee shall indemnify and hold Sublessor and Prime Landlord hereunder; harmless from and in the event this Lease against any and all claims, actions, suits, liabilities, losses, damages, costs, charges, attorneys’ fees, and other expenses of every nature and character which Sublessor or Prime Landlord shall terminate before the expiration or may sustain or incur by reason of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee claim or demand that may have to terminate the sublease or to surrender possession thereunder, be made as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereofof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord or in any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitationway related to, the cost licensee’s use or occupancy of any alteration, addition, improvement or other renovation or refurbishment to space in the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoingSubleased Premises. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed The insurance required to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting maintained by Sublessee under this paragraph Sublease shall relieve Tenant (or cover any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect such licensees’ activities and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest personal property in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary Subleased Premises and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedBuilding.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, Except as defined herein and thereinset forth below, Tenant may assign shall not voluntarily or by operation of law assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or sublease all in the Leased Premises without Landlord’s prior express written consent, which shall not be unreasonably withheld, conditioned or any portion of delayed. Except for Providing Parties using the Demised Leased Premises subject to the terms hereof. in accordance with Section 19.3, Tenant shall not assign this Lease without permit the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If Leased Premises or any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment thereof to be used or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease termoccupied by others without Landlord's prior express written consent, which shall not be at Tenant's discretion (but in no event extend beyond the term of this Lease)unreasonably withheld, and a duplicate original of such sublease conditioned or assignment shall be delivered delayed. If Landlord consents to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of all moneys or other consideration received by Tenant from Tenant's transferee in connection therewith (including, without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority rent received in connection with any such sublease, but excluding any amounts received in consideration for services provided by Tenant or other than as compensation for occupancy of the foregoing. No assignment or sublease Leased Premises) in excess of the amounts owed by Tenant to Landlord under this Lease, which Additional Rent shall be made unless any guarantor paid to Landlord as and when received by Tenant. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void and shall constitute a breach of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent this Lease. If Landlord consents to such assignment or sublease subletting, Tenant shall remain primarily liable to perform all of the covenants and confirm conditions contained in this Lease, including but not limited to payment of Minimum Annual Rent and Additional Rent as provided herein (except to the extent that its obligations Landlord expressly releases Tenant in connection with any such consent). The acceptance of rent from any other person shall not be affected by such assignment deemed to be a waiver of any of the provisions of this Lease or sublease, and, provided, further, that if any modification to be a consent to the assignment of this Lease is proposed to be made after such assignment or sublease, then, at the subletting of the Leased Premises. Without in any way limiting Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required right to confirm in writing their approval of such modification, and that their obligations continue as refuse to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or consent to any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which Lease, Landlord reserves the right to refuse to give such consent if in Landlord's discretion and opinion (i) the value or use of the Leased Premises is not or may be in compliance any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is deemed unacceptable; (iii) to the extent that Tenant is being released from liability pursuant to this Lease, the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder or is less than that of Tenant; or (iv) the proposed subtenant or assignee is a then existing tenant or occupant of the Building or a person or entity with whom Landlord is then dealing with respect to leasing space in the Building, or with whom Landlord has had any dealings within the past six (6) months with respect to leasing space in the Building. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys' fees incurred in conjunction with the provisions processing and documentation of any such requested transfer, assignment, subletting or any other hypothecation of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign Lease or otherwise encumber its Tenant's interest in and to the Lease or the Demised Leased Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord in this Lease, including but not limited to any sublease of the Demised Premisesprovisions set forth above, or any portion thereof, or to any assignment of this Lease or sublease of the Leased Premises to an “Affiliate” of Tenant shall not require Landlord’s consent, Tenant's interest ’s only obligation being to deliver to Landlord not less than fifteen (15) days prior notice of such assignment or estate sublease. For purposes of this Lease, the term "Affiliate" shall mean and refer to any person or entity controlling, controlled by or under common control with another person or entity. "Control", as used herein, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote in the Demised Premisesordinary direction of its affairs at least fifty-one percent (51%) of the voting interest in, no sublessee any person or entity. Co-location pursuant to Section 19.3 shall assign its sublease nor further sublease not be subject to the Demised Premises, or any portion thereof, terms and no assignee shall further assign or sublet its interest conditions set forth in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedArticle 11.