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 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOF, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUBLET OR PART WITH POSSESSION OF THE SYSTEM OR ANY PART THEREOF. This Agreement may not be assigned in whole 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 in part by either Party without the exclusive prior written consent of Landlord and any mortgageethe other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant may Lessor may, without the prior written consent of Lessee, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement and the System to any Financing Party, (ii) directly or indirectly assign this Lease Agreement and the System to an affiliate or subsidiary of Lessor, (iii) assign this Agreement and the System to any entity through which Lessor is obtaining financing or capital for the System and (iv) assign this Agreement and the System to any person which is a successor succeeding 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 all 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 substantially all of the terms, covenants and conditions assets of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease Lessor (provided that Lessor 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, be released from liability hereunder 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 foregoingforegoing permitted assignments only upon assumption of Lessor’s obligations hereunder by the assignee). No assignment or sublease In the event of any such assignment, the Lessor shall be made unless released from all its liabilities and other obligations under this Agreement. However, any guarantor assignment of the Tenant's Lessor’s right and/or obligations or under this Agreement, shall not result in any party responsible for Tenant's change to Lessee’s rights and obligations shall give its written under this Agreement. Lessee’s Lessee’s consent to such any other assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, unreasonably withheld if Lessee has been provided with reasonable proof that if any modification the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the Lease is proposed System and providing services comparable to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors those contemplated by this Agreement and sublessors, (y) has the financial capability to maintain the System and all such obligated parties, provide the services contemplated by this Agreement in the manner required by this Agreement. This Agreement shall be required to confirm in writing their approval of such modification, binding on and that their obligations continue as inure 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 benefit 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, successors 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 containedpermitted assignees.

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, 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 (a) 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 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, as defined herein and therein, Tenant may assign Neither this Lease nor any interest herein shall be assigned, either voluntarily or sublease all involuntarily, by Xxxxxx, or by operation of law or otherwise, nor shall the Premises or the Hangar, or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease part thereof, be sublet or sold by Lessee without the exclusive prior written consent of Landlord and any mortgageeCounty. Notwithstanding the foregoing, Tenant may assign this Lease Consent to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assignedsuch assignment, 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 hereundertransfer, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment sale, or sublease shall require not be unreasonably withheld by County provided (a) County receives FAA Certificates of Ownership for all Aircraft contemplated for storage on the assignee or subtenant to comply Premises, together with all terms copies of this Lease except the insurance certificates for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease)each Aircraft as required herein, and a duplicate original (b) in the case of such sublease an approved assignment and Hangar sale 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 Landlordtransfer, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time transferee of the effective Hangar shall execute a new Ground Lease under terms and conditions then being offered by County but with a term ending no later than the expiration date of the assignmentthen-current Initial Term or Renewal Term, and such assumption agreement shall state that with the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby automatic renewal periods at set forth herein, if any remain (and this Ground Lease shall be subject and subordinate to all of the termsterminate), covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and or, in the event this Lease shall terminate before the expiration case of such a sublease, the sublessee thereunder will, at Landlord's option, attorn sub-lessee executes a sublease containing an agreement to Landlord and waive any rights be bound by the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination provisions of this Lease. No Any such assignment, transfer, sublease or sale without such prior written consent of County shall be permitted hereby unless as a condition to effectiveness thereof, Tenant void and County shall have assigned the right to Landlord and Landlord terminate this Lease upon such unapproved assignment, transfer, sublease or sale at its sole discretion. County shall have effectively assigned the right 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 transfer County’s interest in this Lease or its any rights or obligations in or to it. In the event of any such assignment or transfer, Xxxxxx shall look solely to the assignee or transferee for performance of County’s obligations under this Lease. The parking or storing of any aircraft in which Lessee does not have a controlling ownership interest or estate on the Premises for more than five (5) days, which need not be consecutive, 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 providedtwelve (12) month period shall require a sublease. No such further assignment or subleasing shall relieve Tenant from any sublease of Tenant's obligations in this Lease containedshall be valid unless the sublease is reduced to writing, and executed by Xxxxxx, County, and the sub-lessee. Copies of all subleases shall be kept on record at the Airport Director’s Office.

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 (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 Demised 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 terms hereofTenant’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 not assign 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 without with respect to the exclusive prior written consent of Landlord Recapture Space, except for those rights and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person obligations which is a successor to Tenant as permitted by the terms survive expiration or termination of the Note AgreementLease. If this Lease is assignedEffective as of the Surrender Date, Lessor may collect Base all Fixed Basic Rent and Additional Rent directly from such assignee. If any part shall be adjusted on a pro rata basis to reflect the reduced size 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 containedif applicable.

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 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 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 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 not be affected by such 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 sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment foundation which has a substantial and continuing business or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessorsphilanthropic relationship with Subtenant, and all such obligated partiesmay include, shall be required to confirm in writing their approval of such modificationresearch partners, non-profit corporations, 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 containedjoint venture partners.

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 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 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 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 Tenant shall not voluntarily or by operation of Defaults hereunder law assign, transfer, mortgage or under the Note Agreement, as defined herein and therein, Tenant may assign otherwise encumber all or any part of Tenant's interest in this Lease or sublease in the Premises, and shall not sublet or license all or any portion part of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease Premises, without the exclusive prior written consent of Landlord in each instance, and any mortgageeattempted assignment, transfer, mortgage, encumbrance, subletting or license without such consent shall be wholly void. Notwithstanding the foregoing, Tenant may assign this Lease Without in any way limiting Landlord's right to refuse to give such consent for 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 hereunderother reason or reasons, Landlord reserves the right to refuse to give such consent if in Landlord's sole discretion and opinion the quality of merchandising operation is or 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 anyway adversely affected during the term of this Lease), and a duplicate original Lease or the financial worth of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement proposed new tenant is less than that 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 Tenant executing this Lease, including any accrued obligations Lease at the time of the effective date of the such execution. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its obligation to pay the 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 perform all of the terms, covenants and conditions other obligations to be performed by Tenant hereunder. The acceptance of this Lease and to all of the rights of rent by 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 from 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 person shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed deemed 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 a waiver by Landlord to of any sublease of the Demised Premises, or any portion thereof, or to any assignment provision of this Lease or to be a consent to any assignment, subletting or other transfer. Consent to one assignment, subletting or other transfer shall not be deemed to constitute consent to any subsequent assignment, subletting or other transfer. The covenants and conditions herein contained shall apply and bind the heirs, successors, executors, administrators and assigns of Tenant. If the Bank merges with another bank or in any way changes it's interest or estate in banking structure, the Demised Premises, no sublessee successor entity 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 have all rights under 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 Landlord may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in not object to an Assignment under this Lease containedLease.

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 any interest herein, without the prior written consent of Landlord, which consent may not be unreasonably withheld by Landlord. Landlord shall be entitled to deny consent to an assignment or sublease if, by way of illustration but not limitation, the rate of compensation, including, but not limited to, all rent, requested by Tenant for the portion of the Premises to be subleased or for the assignment of the Lease would impact upon or impair Landlord's ability to rent space in the Building at the then market rate as offered by Landlord or if the financial statements of the proposed assignee or sublessee are unsatisfactory. Consent by Landlord to one assignment or sublease shall not destroy or waive this provision, and all later assignments and subleases shall likewise be made only upon prior written consent of Landlord. In the event a sublease or assignment 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 rent or other cost to the assignee or subtenant for all or any portion of the Demised Premises subject over and above the Rent payable by Tenant for such space shall be due and payable, and shall be paid, to Landlord. In the event a sublease or assignment is made as herein provided, Tenant shall pay Landlord a charge equal to the terms hereofactual costs incurred by Landlord, in Landlord's reasonable judgment (including, but not limited to, the use and time of Landlord's personnel), for all of the necessary legal and accounting services required to accomplish such assignment or subletting, as the case may be. Any transfer, assignment or sublease of all or any portion of the Premises or Tenant's interest under this Lease made without Landlord's consent shall be void and of no force or effect. Landlord's consent to any sublease or assignment hereunder shall not waive Landlord's rights as to any subsequent sublease or assignment. (b) Landlord may, within thirty (30) days after submission of Tenant's written request for Landlord's consent to an assignment or subletting, cancel this Lease as to the portion of the Premises proposed to be sublet or assigned as of the date such proposed transfer is to be effective. If Landlord cancels this Lease as to any portion of the Premises, then this Lease shall cease for such portion of the Premises and Tenant shall not assign pay to Landlord all Rent accrued through the Cancellation date relating to the portion of the Premises covered by such proposed transfer. Thereafter. Landlord may lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant. (c) The sale or transfer of Tenant's voting stock (if a corporation) or partnership interest (if a partnership) resulting in the transfer of control of a majority of such stock or interest, or the occupancy of the Premises by any successor firm of Tenant or by any firm into which or with which Tenant may become merged or consolidated shall be deemed an assignment of this Lease without requiring the exclusive prior written consent of Landlord and any mortgageeLandlord. 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. (d) Any assignment or sublease by Tenant to a Tenant Affiliate (as such term is defined below) shall be made on prior notice to Landlord but shall not require the assignee or subtenant to comply with all terms consent 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 Landlord. Any 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 otherwise be subject and subordinate to all of the terms, covenants terms 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 Section 11. For purposes 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 term "Tenant Affiliate" shall mean any alterationtrust, additioncorporation, improvement partnership, limited liability company or other renovation or refurbishment to the Demised Premises made entity in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any which Tenant owns not less than 51% of the foregoingownership interests and of which Tenant controls. No assignment or sublease shall be made unless any guarantor (e) In the event 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 sublease of Tenant's interest all or estate in part of the Demised Premises, no sublessee Tenant 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 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 in under this Lease containedLease. 16.

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 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, conditioned or, delayed. In the event of Landlord and any mortgagee. Notwithstanding the foregoingassignment or subletting, Tenant may assign this Lease shall remain primarily liable to any person which is a successor to Tenant as permitted by the terms perform all of the Note Agreement. If covenants and conditions contained in this Lease is assignedLease, Lessor may collect Base including but not limited to payment of Minimum Rent and Additional Rent directly as provided herein. 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 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 provisions of this Lease except for any sublease term, which shall or to 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 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 assignment of this Lease and to all or the subletting of the rights of Landlord hereunder; and Leased Premises. Without in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at any way limiting Landlord's option, attorn right to Landlord and waive any rights the sublessee may have refuse 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 Lease, Landlord reserves the right to refuse to give such consent if in Landlord's reasonable discretion and opinion (i) the use of the Leased Premises is not or will likely be materially adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable in compliance light of Landlord's or its affiliate's leasing standards for similar properties owned by Landlord or its affiliate in the general vicinity of the Leased Premises (or, in the event Landlord or its affiliate no longer owns or manages any such similar properties, the reasonable standards utilized by other similarly situated landlords for similar properties in the vicinity); or (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder or is less than that of Tenant as of the date of execution of this Lease. 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 under a similar lease term, and in comparable condition. Landlord agrees to notify Tenant in writing of the reasons for any refusal of consent hereunder. 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 hereby, Tenant shall not any such requested transfer, subletassignment, 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 which fees shall assign its sublease nor further sublease the Demised Premises, or not exceed Five Hundred Dollars ($500.00) for 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 proposed 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 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 reasonable 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 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 not 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 compliance the Building. 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 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 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. 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 the Park). 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 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 not 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 Tenant publicly advertises in compliance any manner that 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 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 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, or permit use of the Leased Premises or any part thereof by any person other than Tenant, without the exclusive Landlord's prior written consent consent, which shall not be unreasonably withheld, conditioned or delayed. In the event of Landlord any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, any such transfer shall not relieve Tenant of its obligations under this Lease, 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 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 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 of Tenant hereunder, (iv) the prospective assignee or subtenant is a current tenant at the Park or is a bona-fide third-party prospective tenant of Landlord at the Park, or (v) such assignee or subtenant will conduct a business that is incompatible with all terms that conducted by the other tenants of the Park. 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. 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, in the case of an assignment terminate this Lease, or in the case of a subletting of more than 1/3 of the rentable square footage of the Leased Premises or more than one (1) full floor of the Leased Premises (whether determined based on the subject subletting alone or the cumulative effective of the subject subletting with prior approved sublettings) terminate this Lease except for any sublease term, which shall as to the portion of the Leased Premises to be at Tenant's discretion sublet in the subject subletting 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 written notice of such termination, whereupon each party shall be released from all further obligations and liability hereunder with respect 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 portion of the effective date of the assignmentLease so terminated, 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 Notwithstanding the foregoing, such recapture right shall be permitted hereby unless as a condition not apply 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 an assignment or subletting and to a Permitted Transferee. (c) If Tenant shall make 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 with Landlord's or mortgagee's optionconsent, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm for a rental in writing their approval excess of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting rent payable 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 herebyLease, Tenant shall not transfer, sublet, assign pay to Landlord fifty percent (50%) of any such excess rental upon receipt after deducting any costs or otherwise encumber its interest expenses incurred by Tenant 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.connection with 22 I\14399819.10

ASSIGNMENT AND SUBLEASE. Provided there are no Events 13.1 Without prior written consent of Defaults hereunder the Landlord which shall not be unreasonably withheld, the Tenant shall not assign, transfer or under other encumber this Lease or any part thereof or any of the Note AgreementTenant's rights, as defined herein and title or interest thereto or therein, or sublet the whole or any part of the Premises, or permit the Premises or any part thereof to be used by another, provided, however, that Tenant may assign this Lease and sublet the Premises to a subsidiary of Tenant, without having to obtain the Landlord's consent. Furthermore, if the Tenant wishes to so assign, sublet, or sublease all transfer the whole or any part of the Premises to a third party other than a subsidiary of the Tenant, it must submit to the Landlord a copy of the offer to so sublet, transfer or assign the whole or any portion of the Demised said Premises subject together with the request for consent. In such circumstances, the Landlord shall have fifteen (15) days from receipt thereof to match 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 said offer to sublet, or, at the Landlord's option, to cancel the present Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part as of the Demised Premises is sublet and effective commencement date of such sublet, transfer or assignment, consent to such subletting, or refuse such consent by registered letter postmarked within such delay. The Landlord's refusal of consent shall be deemed reasonable (without in any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require way restricting the Landlord's right to refuse its consent on other reasonable grounds) where the assignee or subtenant to comply with all terms proposed by the Tenant is then a Tenant of this Lease except the Building and the Landlord has or will have during the next ensuing six (6) months suitable space for rent in the Building. Notwithstanding the above, if any sublease termassignment, 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 transfer 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 Landlordsublet takes place, the due performance Tenant shall remain jointly and severely responsible for the payment 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 sums due 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 sublessorsbecome due hereunder, and all such obligated partiesthe other terms, shall be required to confirm in writing their approval of such modificationclauses, 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 thereofconditions hereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in does hereby waive the Demised Premises, or any portion thereof, without Landlord's prior written consent in each benefits of division 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 containeddiscussion.

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 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 publicly advertised to be less than the then current rent for similar premises in the Park. Tenant agrees to reimburse Landlord for reasonable accounting and attorney’s 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, not to exceed Five Hundred Dollars ($500.00). 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 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 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 of first offer, rights of first refusal or other options granted to Tenant tinder 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 reasonable opinion (i) the Building or the Leased Premises are no Events or may be in any way materially and 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 publicly advertised 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, subletting or any other hypothecation of this Lease or Tenant's interest in and to the Leased Premises. 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. Notwithstanding the Note Agreement, as defined herein and thereinforegoing, 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 hereof. following (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 (including a joint venture or limited partnership) which controls, is controlled by, or is under common control with Tenant, Tenant shall not assign this Lease without the exclusive give Landlord thirty (30) days' prior written consent notice 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 subtenantassignment or sublease. Any assignment or sublease Permitted Transferee 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 assume 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 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 Tenant's other obligations under this Lease and to all of the rights of Landlord hereunder; and (except in the event of a merger whereby Tenant is merged out of existence). Nothing1mitis paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease shall terminate before the expiration as part of such subleasea fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, the sublessee thereunder willtransferring its interest to a shell corporation that subsequently files bankruptcy), 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 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 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 (a) Except as hereafter provided, Tenant shall not sublet any part of Defaults the Premises, nor assign, pledge or encumber this Lease or any interest herein, without the prior written consent of Landlord, which consent may not be unreasonably withheld, conditioned or delayed by Landlord. Landlord shall be entitled to deny consent to an assignment of this Lease if, by way of illustration but not limitation, the financial statements of the proposed assignee do not demonstrate such assignee’s ability to comply with Tenant’s obligations hereunder. Consent by Landlord to one assignment or sublease shall not destroy or waive Landlord’s required consent as to any subsequent assignment or subletting, and all later assignments and subleases shall likewise be made only upon prior written consent of Landlord. In the event an assignment is consented to by Landlord, any assignees shall become liable directly to Landlord for all obligations of Tenant hereunder without relieving or under in any way modifying Tenant’s liability hereunder, but rather Tenant and its transferee shall be jointly and severally liable therefor; provided, however, Tenant shall be relieved of liability hereunder if such transferee assumes all of Tenant’s responsibilities and obligations hereunder and such transferee, as of the Note Agreementdate of such assignment, has a credit rating equal to or exceeding the credit rating of Tenant as ascribed by either (i) Standard and Poor’s, or (ii) Mxxxx’x Investors Service. In the event Landlord gives its consent to any such assignment or sublease (excluding an Affiliate Transfer, as defined herein and thereinbelow), Tenant may assign this Lease one hundred percent (100%) of any rent or sublease other cost to the assignee or subtenant for all or any portion of the Demised Premises subject to over and above the terms hereof. Rent payable by 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 for 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 space shall be at retained by Tenant's discretion (but in no . In the event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment is made as herein provided, Tenant shall be delivered to pay Landlord at least ten (10) days prior a charge equal to the commencement of such sublease or assignment. Any assignee shall assume, actual costs incurred by instrument in form and content satisfactory to Landlord, in Landlord’s reasonable judgment (including, but not limited to, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the use and time of the effective date of the assignmentLandlord’s personnel), 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 necessary legal and conditions of this Lease and accounting services required 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 accomplish such assignment or subletting, including without limitationas the case may be. Any transfer, 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, of the Premises or to any assignment of Tenant’s interest under 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, made without Landlord's prior written ’s consent in each shall be void and every instance which consent may be withheld of no force or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedeffect.

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 in whole or in part or sublet the entire Leased Premises 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; (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms of meet the obligations hereunder, (iv) the prospective assignee or subtenant is a current tenant at the Park or is a bona-fide third-party prospective tenant, or (v) the proposed rent is to be less than the then current rent for similar premises in the Building. 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, 75% 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 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 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. Landlord hereby acknowledges and agrees that stock transfers (IPO's, private placements, stock option plans, transfers between shareholders, public offerings following IPO, etc.) shall not be considered an assignment and will not require Landlord's consent. 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. Notwithstanding The acceptance of rent from any other person shall not be deemed to be a waiver of any of the foregoingprovisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Landlord hereby agrees to consent to an assignment to a purchaser of substantially all of Tenant's assets on the Leased Premises provided the Purchaser continues to operate in the Leased Premises and acquires such assets in its operation. 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 financial worth of the proposed assignee or subtenant and Tenant are 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 publicly advertised to be less than the then current rent for similar premises in the Building. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys' fees incurred in conjunction with the processing and documentation of any such requested assignment, subletting or any other hypothecation of this Lease or Tenant's interest in and to the Leased Premises in an amount not to exceed Two Thousand Dollars ($2,000.00). Without Landlord's consent, Tenant may assign this Lease to any person which is its leasehold interest to: (a) a parent, subsidiary, sibling or affiliate corporation, controlling, controlled by or under common control with, Tenant; (b) a successor corporation related to Tenant as permitted by the terms merger, consolidation, non-bankruptcy reorganization or government action; or (c) a purchaser 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 substantially all of Tenant's obligations assets located in the Leased Premises. In addition, restrictions on transfer do not apply to the sale or other transfer of Tenant's capital stock including: (i) any transfer in connection with the merger, consolidation or non-bankruptcy reorganization; (ii) any transaction related to a public sale; (iii) any transfer of any sale of stock amongst existing shareholders; or (iv) any activity in any company stock option programs. The assignee or sublessee under this Lease, including any accrued obligations clause (b) and (c) above shall have minimum net worth equal to the lesser of (1) One Hundred Million Dollars ($100,000,000.00) or (2) Tenant at the time of the effective date of the assignment, and such assumption agreement shall assignment or sublease. Landlord consents to Tenant's re-incorporation in any state that the same provided there is made by the assignee for the express benefit of Landlord as not 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 material change in the event this Lease shall terminate before the expiration of such subleaseassets, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease liability 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 capital structure 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 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 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 opinion (i) the Leased Premises are no Events or may be in any way adversely affected; (ii) the business reputation as such is perceived in the general market place 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 Building. If Landlord refuses to give its consent to any proposed assignment or subletting, as defined herein Landlord may, at its option, within thirty (30) days after receiving notice of the proposal, terminate this Lease by giving Tenant thirty (30) days' prior written notice of such termination, whereupon each party shall be released from all further obligations and thereinliability hereunder. Tenxxx xxrees to reimburse Landlord for reasonable accounting and attorneys' fees incurred in conjunction with the processing and documentation of any such requested assignment, subletting or any other hypothecation of this Lease or Tenant's interest in and to the Leased Premises. In addition, Tenxxx xxrees to pay to Landlord an amount equal to two percent (2%) of the gross rental value of any sublease entered into by Tenant and approved by Landlord. Notwithstanding the foregoing and provided the Financial Guaranty executed by Primedia, Inc. remains in full force and effect, 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 hereofbusiness reputation of the proposed assignee or subtenant are equal to or exceed those of Tenant and further provided that Tenxxx xxves 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 no Events Tenant shall not, either voluntarily or by operation of Defaults hereunder law, sell, assign, hypothecate or under transfer this Lease, or sublet the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all premises or any portion of part thereof, or permit the Demised Premises subject premises or any part thereof to the terms hereof. be occupied by anyone other than Tenant shall not assign this Lease or Tenant's employees, without the exclusive prior written consent of Landlord and any mortgageein each instance. Notwithstanding Landlord's consent shall not be unreasonably withheld, provided 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 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 sublessee is reasonably satisfactory to Landlord at least ten (10) days prior as to credit and character and will occupy 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 premises 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 office purposes consistent with Article 10 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 commitments 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 hereundertenants. Any assignment sale, assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this paragraph Article 17 shall be voidable and shall, at the option of no effect and voidLandlord, terminate this Lease. 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 The consent by Landlord to any sublease assignment or subletting shall not be construed as relieving Tenant from obtaining the express written consent of Landlord to any further assignment or subletting or as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. The Landlord reserves the right, should the Tenant request such assignment or subletting, to release the Tenant from the terms and provisions of this Lease and the Landlord shall have thirty (30) days to make such determination. Should the Landlord exercise this right, then the Lease shall terminate as of the Demised Premises, date notice is given to Tenant. Requests for sublease or any portion thereof, assignment shall be accompanied by a minimum service fee of $150 and Tenant agrees to reimburse Landlord for all legal fees and other expenses incurred by Landlord in connection with the request. Tenant shall make no profit on a sublease or to any assignment of this Lease and any increase in rent, bonus or of Tenant's interest other fee charged or estate in the Demised Premisesreceived, no sublessee shall assign its sublease nor further sublease the Demised Premiseswhich is higher than, or any portion thereofin addition to, the rent, and no assignee shall further assign or sublet its interest in fees due under this Lease or its interest or estate in the Demised Premises, or any portion thereof, without shall be paid to 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 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 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 foregoingTransfer Premium as and when received. 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 Confidential Treatment Requested by Oportun Financial Corporation Pursuant 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.17 C.F.R. Section 200.83

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 Lessee shall not, at any time, sublease the Note Agreement, as defined herein and therein, Tenant may Leased Premises nor assign this Lease or sublease all or any portion interest of Lessee in the Demised Leased Premises subject to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and the Lessor, which consent shall not be unreasonably withheld, conditioned or delayed. 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 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 subletting with Lessor's prior written consent, Lessee shall require continue to remain liable to Lessor for all sums due hereunder and for 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 duties 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 in order for Lessee to request the Demised Premises made in connection with such assignment or subletting and Lessor's approval to 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 Leased Premises, Lessee must provide evidence to the reasonable satisfaction of this paragraph shall be Lessor and Lessor's insurance carrier, that the business of such assignee or subtenant poses no effect and voidgreater fire or casualty risk, or potential for environmental contamination to the Leased Premises than did the business of Lessee. 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 Lessor with respect to any sublease requested assignment or subletting of the Demised Leased Premises by Lessee shall not be deemed to be the approval or consent of Lessor with respect to any other or future assignment or subletting of Lessee with respect to the Leased Premises. Notwithstanding the foregoing, Lessee may without the consent of Lessor and provided that Lessee remains liable for the performance of the terms of this Lease, assign this Lease in its entirety, or sublet the Leased Premises, with respect to all or any portion thereof, part of the Leased Premises (a “Permitted Transfer”): (i) to an entity resulting from a merger or consolidation with Lessee or a sale of all or substantially all of Lessee’s assets; or (ii) to any assignment parent, affiliate or subsidiary of Lessee; or (iii) to an entity which controls, is controlled by or is under common control with Lessee. Lessee agrees to reimburse Lessor for reasonable administrative and attorneys’ fees incurred in conjunction with the processing and documentation of any transfer, assignment, subletting, franchise, licensing or concession agreement, change of ownership or hypothecation of this Lease or Lessee’s interest in and to the Leased Premises. If Lessee shall make any assignment or sublease, with Lessor’s consent, for a rental in excess of Tenant's interest or estate in the Demised PremisesRent payable under this Lease, no sublessee Lessee shall assign its sublease nor further sublease not be entitled to keep the Demised Premises, or any portion thereofentire amount of such excess, and no assignee Lessee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premisespay to Lessor fifty percent (50%) of such excess rental, or any portion thereofafter deduction of all reasonable and customary transaction costs, 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 containedupon receipt.

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 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 Agreementconsent. 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 consents 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, Tenant shall remain primarily liable to perform all of the covenants and conditions contained in this Lease, including without limitation, the cost but not limited to payment of Minimum Rent and Additional Rent as provided herein. The acceptance of rent from any alteration, addition, improvement or other renovation or refurbishment 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. If Tenant shall make 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 with Landlord's or mortgagee's optionconsent, all prior assignors and sublessorsfor a rental in excess of the rent payable under this Lease, Tenant shall not be entitled to keep such excess, and all such obligated parties, Tenant shall be required pay 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 Landlord one hundred percent (or any guarantor of Tenant's obligations under the Lease or any assignee100%) of its obligations hereunderany such excess rental upon receipt. Any Without in any way limiting Landlord's right to refuse to consent to 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 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; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder or is less than that of Tenant. 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 provisions processing and documentation of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not any such requested transfer, subletassignment, 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 Tenant shall not mortgage, pledge, hypothecate or otherwise transfer or assign this Lease or the leasehold estate granted hereby absolutely or as security for a debt or other obligation, whether by a direct or indirect method, and Tenant shall not cause or allow this Lease or the leasehold estate to be subjected to any unpaid charge or any existing or subsequent interest of any third person, without the prior written consent of Landlord which shall not be unreasonably withheld. Tenant shall not sublet the Leased Premises or any part thereof without the prior written consent of Landlord. Any attempted assignment, sublease or other action by Tenant in violation of this Section 4.05 shall be void and shall constitute an Event of Default (hereinafter defined) not subject to any notice or opportunity to cure. In no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, event may Tenant may assign this Lease or sublease all or any portion of the Demised Leased Premises subject to any party whose operations in the terms Building would not be in keeping with, or would detract from, the operations of other tenants in the Building. If Tenant is not a public company that is registered on a national exchange or that is required to register its stock with the Securities and Exchange Commission under Section 12(g) of the Securities Exchange Act of 1934, then any change in a majority of the voting rights or other control rights of Tenant shall be deemed an assignment for the purposes hereof. Tenant shall not assign this Lease without If the exclusive prior written consent of Landlord rent and other consideration for any mortgagee. Notwithstanding assignment or subleasing exceeds the foregoingRental, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by for the terms portion of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from Term covered by 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 subleasing, then Landlord shall require the assignee or subtenant be entitled to comply with all terms of this Lease except for any sublease termsuch excess, which shall be at paid by Tenant to Landlord immediately upon Tenant's discretion (but in no event extend beyond receipt thereof. Tenant shall, unless released by Landlord upon any permitted assignment or sublease, remain directly and primarily liable for 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 the covenants, duties and obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, tenant hereunder 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 enforce the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Lease against Tenant shall not transfer, sublet, assign and/or any assignee or otherwise encumber its interest sublessee without demand upon or proceeding in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to way against 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.other

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 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 Lessee shall not assign or sublet this Lease ----------------------- in whole or in part without the exclusive prior written consent of Landlord and any mortgageeLessor. 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 In the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn Lessor consent 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, Lessee shall remain primarily liable to perform all of the covenants and conditions contained in this Lease, including without limitation, the cost but not limited to payment of Minimum Rent and Additional Rent as provided herein. The acceptance of rent from any alteration, addition, improvement or other renovation or refurbishment 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 Lessor's obligations or any party responsible for Tenant's obligations shall right to refuse to 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 Lease, Lessor reserves the right to refuse to give consent if in Lessor's discretion and opinion (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 sublessee is deemed unacceptable; or (iii) the financial worth of the proposed assignee or sublessee is less than that of Lessee. Lessor 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 development of which the Building is not a part (the "Development"). Lessee agrees to reimburse Lessor for reasonable accounting and attorneys' fees incurred in compliance conjunction with the provisions processing and documentation of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not any such requested transfer, subletassignment, 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 TenantLessee's interest or estate in and to the Demised Leased Premises. If Lessee, no sublessee having obtained Lessor's consent, 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 sublet the Demised Premises, Leased Premises or any part thereof at a rental or for other consideration in excess of the Minimum Rent or pro rata portion thereofthereof due and payable by Lessee under this Lease, without Landlord's prior written consent in each and every instance which consent may be withheld then Lessee shall pay to Lessor as additional rent all such excess rent or delayed as above providedother monetary consideration immediately upon receipt thereof from said assignee or sublessee. No such further assignment or subleasing shall relieve Tenant from any If only a portion of Tenant's obligations in the Leased Premises is being sublet, the Minimum Rent due under the terms of this Lease containedshall be allocated on a square foot basis to the portion so sublet, and all excess rent or other consideration due from the sublessee for such month over the portion of the Minimum Rent so allocated shall be paid to Lessor immediately upon receipt thereof. It is agreed, however, that Lessor shall not be responsible for any deficiency if Lessee shall assign this Lease or sublet the Leased Premises or any part thereof at a rental less than provided for herein.

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 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, the cost Tenant shall remain primarily liable hereunder. The acceptance of rent from any alteration, addition, improvement or other renovation or refurbishment 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 not 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 compliance the Park or if the proposed assignee or subtenant is an existing tenant in the Building or Park. If Tenant shall make any assignment or sublease, with Landlord's consent, for a rental in excess of the provisions of this paragraph shall be of no effect and void. Except as permitted herebyrent payable under this: Lease, Tenant shall not transferpay 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 with the processing and documentation of any such requested assignment, sublet, assign subletting or otherwise encumber its any other hypothecation of this Lease or Tenant's interest in and to the Lease or the Demised Leased Premises. Notwithstanding anything anything, contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease contrary, none of the Demised Premisesfollowing, nor any assignments or any portion thereof, or to any assignment transfers of this Lease or of Tenant's interest or estate in resulting from the Demised Premises, no sublessee following 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 the payment by Tenant of any fees or subleasing shall relieve Tenant from charges of any of Tenant's obligations in this Lease contained.kind:

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 thereinin whole or in part. If tenant desires to assign this lease or to enter into any sublease of the Premises, Tenant may assign this Lease shall deliver written notice of such intent to Landlord together with a copy of the proposed assignment or sublease all or any portion at least 30 days prior to the effective date of the Demised Premises 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 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 Tenant shall not assign, mortgage, pledge or under the Note Agreement, as defined herein and therein, Tenant may assign in any manner transfer this Lease or any interest therein, nor sublet the Leased Premises in whole or in part without Landlord’s prior written consent, which consent may be withheld in Landlord's sole discretion. In the event of any assignment or subletting of this Lease, Tenant shall remain primarily liable hereunder, and 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 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. 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 (after deduction of Tenant's reasonable costs of subletting or assignment) upon receipt. Tenant agrees to pay Landlord Five Hundred and No/100 Dollars ($500.00) upon demand by Landlord for reasonable accounting and attorneys' fees incurred in conjunction with the processing and documentation of any requested assignment, subletting or any other hypothecation of this Lease or Tenant's interest in and to the Leased Premises as consideration for Landlord's consent. In addition, upon any proposed assignment of this Lease by Tenant, or a request for Landlord's consent to an assignment of this Lease, Landlord shall be permitted to terminate this Lease upon notice to Tenant. No assignment of this Lease by Tenant or subletting of all or any portion of the Demised Leased Premises subject to the terms hereof. shall be effective unless and until Tenant shall not assign this Lease without the exclusive prior written consent of deliver to Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is (i) all information reasonably requested by Landlord in connection with evaluating 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 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)subtenant, and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10ii) days prior to the commencement of such sublease or assignment. Any assignee shall assumean agreement, by instrument in form and content substance reasonably satisfactory to Landlord, pursuant to which (i) in the due performance case of an assignment, such assignee assumes and agrees to be bound by all of the provisions of this Lease and confirming the assignee's agreement to accept and be bound by all of the Tenant's obligations under this Lease; and (ii) in the case of a sublease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state subtenant acknowledges that the same its sublease 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 be bound 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 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, conditioned or denied. In the event of any permitted assignment or subletting, Tenant shall remain primarily liable hereunder. In the event of any permitted subletting, no subtenant shall be entitled to exercise any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease, but such right shall be exercisable by any permitted assignee of all of Tenant's rights under this Lease. 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 (i) the Leased Premises are or may be in any way materially, 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 of its sublease or assignment. Tenant agrees to reimburse Landlord in an amount equal to $500.00 in conjunction with the processing and documentation of any mortgageerequested assignment, subletting or any other hypothecation of this Lease or Tenant's interest in and to the Leased Premises. Notwithstanding the foregoing, Tenant may freely transfer and assign this Lease or sublet all or any portion of the Leased Premises, without Landlord's consent (i) in connection with any merger, consolidation or sale of assets of Tenant, provided such company has a net worth equal to or greater than Tenant's as of the date of such proposed assignment or subletting; or (ii) to any person which is a successor to Tenant as permitted by the terms parent, affiliate or subsidiary of the Note Agreement. If this Lease is assignedTenant, Lessor may collect Base Rent and Additional Rent directly from ; provided, however, that any 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 subletting shall require the assignee not result in Tenant being released or subtenant to comply with all terms of this Lease except for discharged from 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 liability under this Lease, including any accrued but not limited to, its obligations at regarding the time Letter of Credit. Tenant shall provide Landlord with written notice of such assignment or subletting prior to or promptly following 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 contrary, Tenant shall have 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 thereofright, without Landlord's prior written consent consent, to collaterally assign this Lease to any lender providing financing to Tenant or to any parent, affiliate or subsidiary of Tenant including but not limited to rights of such lenders to foreclose or assign Tenant's rights hereunder ; provided however, that Tenant's obligations regarding the Letter of Credit remain in each place, and every instance which consent may be withheld or delayed as above provided. No are applicable to any successor tenant (including the lender), that any such further lender shall assume and remain liable for Tenant's lease obligations herein, and in the event of any proposed assignment or subleasing shall relieve Tenant from any of Tenant's obligations rights hereunder, Landlord shall continue to have all of its rights relating to subletting and assignment hereunder including the right to approve any such successor tenant. Without limiting the foregoing, Landlord shall, within five (5) days after demand therefor, execute and deliver such instruments as may reasonably be requested by such lender to confirm Landlord's consent to such collateral assignment without any further consideration. In addition, Landlord agrees upon request of any lender providing financing to Tenant to subordinate in writing, on form attached hereto as EXHIBIT M, any lien rights which Landlord may have against Tenant's trade fixtures, equipment and other items of personal property pursuant to this Lease containedor any applicable law.

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 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. If Landlord consents to such assignment or subletting, Tenant shall remain primarily liable to perform all of Defaults the covenants and conditions contained in this Lease, including but not limited to payment of Minimum Rent and Additional Rent as 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. 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 be entitled to keep one-half of such excess, and Tenant shall pay to Landlord the other half of any such excess rental upon receipt. 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 opinion (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 obligations hereunder or under is less than that of Tenant. Landlord further expressly reserves the Note Agreementright 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 transfer, as defined herein assignment, 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 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 such transfer shall constitute an Event 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 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 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 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 permitted in this Article 11, 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. Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease shall be deemed to have consented to any person which is a successor request for consent 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 an assignment or sublease sublet if Landlord 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 not have responded within ten (10) business days prior to the commencement of such sublease or assignment. Any assignee shall assumerequest, 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 provided such request specifically sets out the time of the effective date of the assignment, limit for such response and such assumption agreement shall state specifies 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 deemed to all of the terms, covenants and conditions of this Lease and have consented if it fails to all of the rights of Landlord hereunder; and in respond within such time period. 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 Tenant shall remain primarily liable hereunder. The acceptance of rent from 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 person shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed deemed 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 a waiver 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 be a consent 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 the subletting of the Leased Premises. Except in connection with an assignment or a subletting to an Affiliate (as hereinafter defined), 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 exceeds that which Tenant would at that time be obligated to pay to Landlord, Tenant shall pay to Landlord fifty percent (50%) of the Net Profit (as hereinafter defined) as such rent is received by Tenant. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys' fees incurred in conjunction with the processing and documentation of any requested assignment, subletting or any other hypothecation of this Lease or Tenant's interest or estate in and to the Demised PremisesLeased Premises (not to exceed $500.00). As used herein, 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.term "

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 Landlord and any mortgageeshall not be unreasonably withheld, delayed or denied. Notwithstanding the foregoing, If Tenant may desires to assign or sublease this Lease to any person which is a successor entity or individual unrelated to Tenant, then Tenant as permitted by shall provide Landlord with six (6) months prior written notice of its desire to assign this Lease or sublease the terms Leased Premises. Landlord, at its option, shall have six (6) months after receipt of such notice to try to assign the Lease or sublease the Leased Premises prior to Tenant's marketing 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 or Leased Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any for 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 assignmentsublease. 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 limitationTenant shall remain primarily liable hereunder, the cost and any building signage, 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; (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder; or (iv) the proposed assignee or subtenant is a prospective tenant reviewing a proposal from Landlord. 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 Building, or if the proposed assignee or subtenant is an existing tenant in the Building or in Governor's Pointe. 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 which is not in compliance with the provisions by giving Tenant thirty (30) days' prior written notice of this paragraph such termination, whereupon each party shall be released from all further obligations and liability hereunder. In no event shall Tenant sublease the Leased Premises in whole or in part for a per square foot rental rate less than the per square foot rental rate hereunder. If Tenant shall make any assignment or sublease, with Landlord's consent, for a rental in excess of no effect and void. Except as permitted herebythe rent payable under this Lease, Tenant shall not transferpay 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 with the processing and documentation of any requested assignment, 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 (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 of such sublease, the sublessee thereunder will, at sublease expires. Landlord's option, attorn ’s failure to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result respond within ten (10) business days after submittal 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 name of the foregoing. No assignment or sublease shall be made unless any guarantor proposed subtenant, and the basic business terms 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 shall be deemed approval of the proposed assignment or sublease. Without limitation of any modification other reasonable basis for Landlord to the Lease is proposed withhold its consent 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, it 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 deemed reasonable for 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 withhold 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.if:

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 less than the then current rent for similar premises in the Park or if the proposed assignee or subtenant is an existing tenant in the Building or Park. 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. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys’ fees incurred in conjunction 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, stock or ownership interests of Tenant; 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 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. 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 the Park). 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 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 (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 publicly advertised via newspaper or other written publication 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, subletting or any other hypothecation of this Lease which is or Tenant’s interest in and to the Leased Premises not to exceed One Thousand Dollars ($I,000.00) per request. Landlord acknowledges that Tenant intends to sublet approximately 2,561 square feet of the Leased Premises for a commencement date coinciding with the Commencement Date of this Lease or shortly thereafter, and Landlord agrees to not unreasonably withhold its consent to such Sublease in compliance accordance 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 containedArticle 11.

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. The Tenant shall not assign assign, mortgage or encumber this Lease without the exclusive prior written consent of the Landlord and any mortgageein each instance, which consent shall not be unreasonably withheld or delayed. Notwithstanding No assignment of all of the foregoing, Tenant may assign Tenant's interest in this Lease to any person which is a successor to Tenant as permitted may be made 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 Tenant except in connection 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 transfer of all of Tenant's obligations under this Lease, capital stock in the Landlord to the same person. In any instance of a sublease for not more than one year (including any accrued obligations at the time and all renewals of the effective date sublease which are within the subtenant's control), the prior written consent of the Landlord shall not be required. The Tenant shall promptly furnish to the Landlord a copy of any sublease entered into by the Tenant. All subleases shall be entered into only in full compliance with the By-Laws of the Landlord in effect from time to time, and shall in every instance require the subtenant to comply fully with all of the By-Laws and all of the rules and regulations of the Landlord concerning use of common lands and facilities. The Tenant acknowledges that currently advance notice must be given to the Landlord of any intent to assign the lease, and that any proposed assignee or transferee of the Lease and any proposed mortgagee will be required by the Landlord, as a condition of the assignment, and to commit to signing a Standard Form Proprietary Lease with the Landlord at the time such assumption agreement shall state that proposed mortgagee would acquire the same is made by leasehold interest. The Tenant may not separately sublease either the assignee for primary or secondary residence but may sublease the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate entire Site to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and one person or family 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 accordance with the provisions of this paragraph shall be of no effect Lease 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 By-Laws 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 A. In General. Tenant shall not, without the prior consent ---------- of Defaults hereunder Landlord in each case, (i) make or allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant's interest in this Lease, (ii) grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant's interest in this Lease, (iii) sublet any part of the Premises, or (iv) permit anyone other than Tenant and its employees to occupy any part of the Premises. Tenant shall remain primarily liable for all of its obligations under this Lease, notwithstanding any assignment or transfer. No consent granted by Landlord shall be deemed to be a consent to any subsequent assignment or transfer, lien or encumbrance, sublease or occupancy. Tenant shall pay all of Landlord's attorneys' fees and other expenses incurred in connection with any consent requested by Tenant or in reviewing any proposed assignment or subletting. Any assignment or transfer, grant of lien or encumbrance, or sublease or occupancy without Landlord's prior written consent shall be void. Except in the Note Agreement, case of a Permitted Transfer (as defined herein and thereinbelow), if Tenant may shall assign this Lease or sublease sublet the Premises in its entirety, any rights of Tenant to renew this Lease, extend the Term or to lease additional space in the Project shall be extinguished thereby and will not be transferred to the assignee or subtenant, all or such rights being personal to the Tenant named herein, except in the case of a sublet Landlord agrees that Tenant may exercise any extension rights as to the portion of the Demised Premises then occupied by Tenant subject to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgageeconditions in Section 31. Notwithstanding the foregoing, if no default on the part of Tenant may has occurred and is continuing (after notice and expiration of applicable cure periods), Tenant may, without Landlord's prior written consent, assign this Lease to or sublet any person which is a successor to Tenant as permitted by the terms portion of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part Premises (hereinafter collectively referred to as a "Permitted Transfer") to one of the Demised Premises following (hereinafter a "Permitted Transferee"): (i) a parent or subsidiary of Tenant, or an entity under common control with Tenant, (ii) an entity into which Tenant is sublet and any Event merged or consolidated, (iii) an entity which acquires substantially all 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 stock or assets (but collectively, any entity described in no event extend beyond the term of this Lease(i), (ii) and (iii) is deemed a duplicate original of such sublease or assignment shall be delivered to "Tenant Affiliate"), if Tenant (a) notifies Landlord at least ten (10) business days prior to the commencement Permitted Transfer, (b) in the case of such sublease or assignment. Any assignee shall assumean assignment of this Lease, by instrument in form and content provides Landlord with information satisfactory to LandlordLandlord to determine that the net worth of the proposed assignee (or successor entity) is equal to or greater than the net worth of Tenant immediately prior to such assignment, the due performance of and (c) furnishes Landlord with a written document executed by such proposed assignee or sublessee in which such entity agrees to unconditionally assume all of Tenant's obligations under this Lease, including any accrued obligations at . In 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 event all of the termsforegoing requirements for a Permitted Transfer are satisfied, covenants and conditions except that the Permitted Transferee's net worth is not equal to or greater than the net worth of this Lease and Tenant immediately prior to such transfer, Landlord agrees that such transfer will nonetheless be deemed a Permitted Transfer for purposes hereof if Tenant (or the Permitted Transferee) supplies Landlord with new Letter of Credit meeting the requirements set forth in Section 21 (the "New Letter of Credit"), which will replace the then existing Letter of Credit under Section 21, except that the amount drawable by Landlord under the New Letter of Credit shall at all times for the remainder of the rights of Landlord hereunder; Term be equal to $2,388,660.00, 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 reduced in 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 manner contemplated in writing their approval of such modification, and that their obligations continue as to the Lease as so modifiedSection 21. No assignment or subletting under this paragraph Permitted Transfer shall relieve release Tenant (or from 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 , nor result 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 any change 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 permitted "uses" 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 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 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 not 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 compliance the Building. 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 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 (a) Except as otherwise specifically provided in this Section 8, neither this Lease, nor the Term and estate hereby granted, nor any part thereof, nor the interest of Defaults hereunder Lessee in any sublease or the rental thereunder, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred by Lessee or Lessee’s legal representatives or successors in interest, by operation of law or otherwise, and neither the Premises, nor any part thereof, nor any Lessee’s Property, shall be encumbered in any manner by reason of any act or omission on the part of Lessee or anyone claiming under or through Lessee, or shall be sublet or be used or occupied or permitted to be used or occupied or utilized for desk or storage space by anyone other than Lessee or for any purpose other than as specifically permitted by this Lease, without the Note Agreementprior written consent of Lessor, as defined herein and thereinwhich in the case of assignment or subletting, Tenant may such consent shall not be unreasonably withheld, conditioned or delayed. In the event Lessee desires to 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 to 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 Landlordother party, 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 terms 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 communicated 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 Lessor in writing their approval of such modification, and that their obligations continue as prior to the Lease as so modified. No assignment effective date of any such sublease 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 assignment, solely 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 respect to any sublease or assignment, which its terms, including any options to renew, covers that remainder of the Demised PremisesTerm or expires within the twelve (12) month period immediately preceding the Expiration Date, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee, to: (i) 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 any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in (ii) recapture the Demised Premises, no sublessee Recapture Space for Lessor’s own use and the within Lessee 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 fully released from any of Tenant's and all obligations in this Lease containedhereunder with respect to the Recapture Space.

ASSIGNMENT AND SUBLEASE. Provided there are no Events Tenant shall not, either voluntarily or by operation of Defaults hereunder law, sell, assign, hypothecate or under transfer this Lease, or sublet the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all premises or any portion of part thereof, or permit the Demised Premises subject premises or any part thereof to the terms hereof. be occupied by anyone other than Tenant shall not assign this Lease or Tenant's employees, without the exclusive prior written consent of Landlord and any mortgageein each instance. Notwithstanding 18 Landlord's consent shall not be unreasonably withheld, provided 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 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 sublessee is reasonably satisfactory to Landlord at least ten (10) days prior as to credit and character and will occupy 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 premises 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 office purposes consistent with Article 10 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 commitments 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 hereundertenants. Any assignment or sale, assignment, mortgage, transfer of subletting of this Lease which is not in compliance with the provisions of this paragraph Article 17 shall be voidable and shall, at the option of no effect and voidLandlord, terminate this Lease. 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 The consent by Landlord to any sublease assignment or subletting shall not be construed as relieving Tenant from obtaining the express written consent of Landlord to any further assignment or subletting or as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. The Landlord reserves the right, should the Tenant request such assignment or subletting, to release the Tenant from the terms and provisions of this Lease and the Landlord shall have thirty (30) days to make such determination. Should the Landlord exercise this right, then the Lease shall terminate as of the Demised Premises, date notice is given to Tenant. Requests for sublease or any portion thereof, assignment shall be accompanied by a minimum service fee of $150 and Tenant agrees to reimburse Landlord for all legal fees and other expenses incurred by Landlord in connection with the request. Tenant shall make no profit on a sublease or to any assignment of this Lease and any increase in rent, bonus or of Tenant's interest other fee charged or estate in the Demised Premisesreceived, no sublessee shall assign its sublease nor further sublease the Demised Premiseswhich is higher than, or any portion thereofin addition to, the rent, and no assignee shall further assign or sublet its interest in fees due under this Lease or its interest or estate in the Demised Premises, or any portion thereof, without shall be paid to 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 AgreementExcept as otherwise herein provided, 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). 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 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 or subtenant is insufficient to meet the obligations hereunder. In the event any proposed assignment or sublet proposes rent that is to be less than the then current rent for similar premises in the Park, Tenant agrees that it shall not publicly advertise or disclose such fact to other tenants of the Building. 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 exceeds that which Tenant would at that time be obligated to pay to Landlord, Tenant shall pay to Landlord 50% of the gross excess 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 case of 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. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys' fees incurred in conjunction with the processing and documentation of any such requested assignment, subletting or any other hypothecation of this Lease or Tenant's interest in and to the Leased Premises, in an amount not to exceed Five Hundred and No/100 Dollars ($500.00). Notwithstanding the foregoing, Tenant may freely transfer and assign this Lease or sublet all or any portion of the Leased Premises (i) to any person which is affiliate or subsidiary of Tenant, provided that such affiliate or subsidiary has a successor net worth equal to Tenant Tenant's as permitted by the terms of the Note Agreement. If this Lease is assignedTarget Commencement Date or (ii) in connection with any merger, Lessor may collect Base Rent and Additional Rent directly from consolidation or sale of assets of Tenant, without having to obtain any consent or approval of Landlord; provided, however, that any 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 subletting shall require the assignee not result in Tenant being released or subtenant to comply with all terms of discharged from any liability under this Lease except for to the extent Tenant ceases to exist following any sublease term, which such merger or consolidation. Tenant shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original provide Landlord with written notice of such sublease assignment or assignment shall be delivered to Landlord at least ten (10) days subletting 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 promptly following 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 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 if Landlord has suitable space available for lease to such party). In the event of Defaults hereunder any assignment or under the Note Agreement, as defined herein and thereinsubletting, 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 (i) the Leased Premises are or may be in any way adversely affected or (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. 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 exceeds that which Tenant would at that time be obligated to pay to Landlord, Tenant shall pay to Landlord 50% of the gross excess in such rent and other consideration received by Tenant from such subtenant attributable to such sublease, less reasonable cost of subleasing (including commissions, advertising costs, legal costs, and tenant improvement costs) as such rent is received by Tenant or, in the case of any assignment of this Lease by Tenant, Landlord shall receive 50% of any consideration paid to Tenant by such assignee attributable to such assignment less the foregoing costs. In addition, should Landlord agree to an assignment or sublease agreement, Tenant will pay to Landlord on demand the sum of $500.00 to partially reimburse Landlord for its costs, including reasonable attorneys' fees, incurred in connection with processing such assignment or subletting request. Notwithstanding any provision of this Lease to the contrary, should Tenant receive consent from Landlord to sublease or assign its interest in the Leased Premises and seek to sublease or assign its interest in the Leased Premises in accordance with this paragraph, Tenant shall not use the name of Landlord, any insignia of Landlord, or any likeness of the Building in any of its advertising for such sublease or assignment. Notwithstanding the foregoing, Tenant shall not assign the Lease or sublease all or any portion of the Demised Leased Premises subject to any other tenant within the terms hereof. Tenant shall not assign this Lease Building or the Park without the exclusive Landlord's prior written consent of Landlord and any mortgageeconsent. Notwithstanding the foregoing, Tenant may assign this the Lease or sublease all or any portion of the Leased Premises without Landlord's consent to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assignedfollowing (a "Permitted Transferee"): (i) any successor corporation or other entity resulting from a merger, Lessor may collect Base Rent and Additional Rent directly from such assignee. If consolidation or reorganization of Tenant; (ii) any part purchaser of the Demised Premises is sublet and any Event all or substantially all 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 assets; or (but in no event extend beyond the term of this Lease)iii) any entity which controls, and a duplicate original of such sublease is controlled by, or assignment is under common control with Tenant. Tenant shall be delivered to give Landlord at least ten (10) days prior to the commencement written notice of such sublease assignment or sublease. A sale or transfer of Tenant's stock shall not be deemed an assignment, subletting or any other transfer of the Lease or the Leased Premises. Any assignee Permitted Transferee to whom Tenant assigns the Lease 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 (a) Section 2lb) of Defaults hereunder the Lease is supplemented ----------------------- to provide that in the event that Landlord elects not to exercise its right to sublease or under recapture as set forth in Section 21a) of the Note AgreementLease, Landlord shall have thirty (30) days from receipt of the "Assignment-Sublease Information" (as defined herein and therein, Tenant may assign this hereinafter defined) to either grant consent or withhold consent to a proposed assignment of the Lease or a sublease of all or any portion of the Demised Premises subject to the terms hereofPremises. Tenant shall not assign this Lease without the exclusive prior written consent Failure of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor either grant consent or withhold consent 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 within the aforesaid thirty (30) day time period shall require constitute a consent thereto by Landlord. For purposes of this Section 10, the "Assignment-Sublease Information" shall mean a written request for Landlord's approval of a proposed assignment or sublease setting forth the name, principal business address, and nature of business of the proposed assignee or subtenant to comply with all terms of this Lease except for any sublease termsublessee; the financial, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), banking and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior other credit information relating to the commencement of such sublease proposed assignee or assignment. Any assignee shall assume, by instrument in form sublessee; and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time details 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 proposed assignment or subletting, including without limitation, a copy of the cost of proposed assignment or sublease instrument and plans for any alteration, addition, improvement alterations required for the proposed assignee or other renovation or refurbishment sublessee. Notwithstanding anything to the Demised contrary contained in the Lease or in this Agreement, under no circumstances shall Landlord be required to grant consent to a proposed assignment of the Lease or a sublease of all or any portion of the Premises made to a current or former tenant or occupant of the Original Premises Building or the Additional Space Building, or to any individual or entity who or which has communicated its space requirements to Landlord within the twelve (12) month period immediately preceding Landlord's receipt of the Assignment-Sublease information, or is negotiating with Landlord for such space, or to any entity in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with way related to 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 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 proposed assignment or subletting to a third party that is already a successor tenant in the Building or the Park). In the event Landlord consents 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 hereunderassignment or sublease, 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 notify Tenant within ten (10) business days prior of receipt of written notice by Tenant of its intent to the commencement of such sublease assign or assignmentsublease. 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 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 opinion (i) the Leased Premises are or may be in any way materially adversely affected; (ii) the business reputation of the proposed assignee or subtenant is not in compliance with unacceptable; or (iii) the provisions financial worth of this paragraph shall 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 of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest less than the then current rent for similar premises in the Lease or Park. In the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease event that Tenant sublets greater than 33% of the Demised Leased Premises, or any portion thereof, or to any assignment of assigns 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 and at 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.time receives rent

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.

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 Transfer Premium as and when received. Confidential Treatment Requested by Oportun Financial Corporation Pursuant 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.17 C.F.R. Section 200.83

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. 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. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys' fees incurred in conjunction with the processing and documentation of any such requested assignment, subletting or any other hypothecation of this Lease or Tenant's interest in and to the Leased Premises. Notwithstanding the foregoing, Tenant may freely transfer and assign this Lease or sublet all or any portion of the Leased Premises (i) to any person which is a successor affiliate or subsidiary of Tenant or (ii) in connection with any merger, consolidation or sale of assets of Tenant, without having to Tenant as permitted by the terms obtain any consent or approval of the Note Agreement. If this Lease is assignedLandlord; provided, Lessor may collect Base Rent and Additional Rent directly from however, that any 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 subletting shall require the assignee not result in Tenant being released or subtenant to comply with all terms of discharged from any liability under this Lease except for to the extent Tenant ceases to exist following any sublease term, which such merger or consolidation. Tenant shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original provide Landlord with written notice of such sublease assignment or assignment shall be delivered to Landlord at least ten (10) days subletting 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 promptly following 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 assignment 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 subleasesubletting. Tenant agrees to pay on behalf reimburse Landlord in an amount equal to the lesser of Landlord any Five Hundred Dollars ($500.00) in conjunction with the processing and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost 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 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 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 assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereofA. In General. Tenant shall not assign not, without the prior consent of Landlord ---------- in each case, (i) make or allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant's interest in this Lease, (ii) grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant's interest in this Lease, (iii) sublet any part of the Premises, or (iv) permit anyone other than Tenant and its employees to occupy any part of the Premises. Tenant shall remain primarily liable for all of its obligations under this Lease, notwithstanding any assignment or transfer. Notwithstanding the foregoing, if Tenant assigns its interest in this Lease, Landlord may, in its sole discretion, elect to release Tenant from any obligations arising after the effective date of such assignment if Landlord, in its sole discretion, determines that the proposed assignee meets or exceeds Tenant's financial standing as of the date this Lease is executed (after giving effect to increases in the Consumer Price Index of the Bureau of Labor Statistics of the United States Department of Labor for Urban Consumers Xxx Xxxxxxx-Xxxxxxx-Xxxxxxxxx, Xxxxxxxxxx (0000-0000 = 100)). No consent granted by Landlord shall be deemed to be a consent to any subsequent assignment or transfer, lien or encumbrance, sublease or occupancy. Tenant shall pay all of Landlord's reasonable attorneys' fees and other expenses incurred in connection with any consent requested by Tenant or in reviewing any proposed assignment or subletting. Any assignment or transfer, grant of lien or encumbrance, or sublease or occupancy without the exclusive Landlord's prior written consent shall be void. No subtenant may exercise (nor may Tenant exercise for the sole benefit of Landlord and a subtenant or otherwise for a subtenant who is in possession of the entire Premises) any mortgageeright to renew this Lease, extend the Term or to lease additional space in the Project. Notwithstanding the foregoing, Tenant may without Landlord's consent assign all or sublet some or all of the Premises to any person or entity that controls or is controlled by, or is under common control with, Tenant; provided that Tenant notifies Landlord of the proposed assignment or subletting at least twenty (20) days before the scheduled effective date thereof, which notice shall include the information described in Section 17C below. Tenant shall also have the one (1) time right to assign without Landlord's consent its entire interest in this Lease to any person which is a successor to purchaser of all or substantially all of Tenant's assets; provided that (i) Tenant as permitted by the terms notifies Landlord 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 proposed assignment at sixty (60) days before 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 termscheduled effective date thereof, which notice shall be at Tenant's discretion include the information described in Section 17C below, (but in no event extend beyond the term of this Lease), and a duplicate original of ii) 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 purchaser assumes all of Tenant's obligations under this Lease, including any accrued obligations at and (iii) Tenant's purchaser's Dun and Bradstreet rating denotes (x) a tangible net worth of fifty million dollars ($50,000,000.00)(increased to reflect increases from 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 in the Consumer Price Index of the rights Bureau 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 Labor Statistics of the termination United States Department of this Lease. No sublease shall be permitted hereby unless as Labor for Urban Consumers Xxx Xxxxxxx-Xxxxxxx-Xxxxxxxxx, Xxxxxxxxxx (0000-0000 = 100)) or more and (y) 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 qualitative rating 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 containedA-2.

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, conditioned or denied. In the event of any permitted assignment or subletting, Tenant shall remain primarily liable hereunder. In the event of any permitted subletting, no subtenant shall be entitled to exercise any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease, but such right shall be exercisable by any permitted assignee or all of Tenant's rights under this Lease. 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 (i) the Leased Premises are or may be in any way materially, 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 of its sublease or assignment. Tenant agrees to reimburse Landlord in an amount equal to $500.00 in conjunction with the processing and documentation of any mortgageerequested assignment, subletting or any other hypothecation of this Lease or Tenant's interest in and to the Leased Premises. Notwithstanding the foregoing, Tenant may freely transfer and assign this Lease or sublet all or any portion of the Leased Premises, without Landlord's consent (i) in connection with any merger, consolidation or sale of assets of Tenant, provided such company has a net worth equal to or greater than Tenant's as of the date of such proposed assignment or subletting; or (ii) to any person which is a successor to Tenant as permitted by the terms parent, affiliate or subsidiary of the Note Agreement. If this Lease is assignedTenant, Lessor may collect Base Rent and Additional Rent directly from ; provided, however, that any 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 subletting shall require the assignee not result in Tenant being released or subtenant to comply with all terms of this Lease except for discharged from 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 liability under this Lease, including any accrued but not limited to, its obligations at regarding the time Letter of Credit. Tenant shall provide Landlord with written notice of such assignment or subletting prior to or promptly following 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 contrary, Tenant shall have 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 thereofright, without Landlord's prior written consent consent, to collaterally assign this Lease to any lender providing financing to Tenant or to any parent, affiliate or subsidiary of Tenant including but not limited to rights of such lenders to foreclose or assign Tenant's rights hereunder ; provided however, that Tenant's obligations regarding the Letter of Credit remain in each place, and every instance which consent may be withheld or delayed as above provided. No are applicable to any successor tenant (including the lender), that any such further lender shall assume and remain liable for Tenant's lease obligations herein, and in the event of any proposed assignment or subleasing shall relieve Tenant from any of Tenant's obligations rights hereunder, Landlord shall continue to have all of its rights relating to subletting and assignment hereunder including the right to approve any such successor tenant. Without limiting the foregoing, Landlord shall, within five (5) days after demand therefor, execute and deliver such instruments as may reasonably be requested by such lender to confirm Landlord's consent to such collateral assignment without any further consideration. In addition, Landlord agrees upon request of any lender providing financing to Tenant to subordinate in writing, on form attached hereto as EXHIBIT M, any lien rights which Landlord may have against Tenant's trade fixtures, equipment and other items of personal property pursuant to this Lease containedor any applicable law.

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 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 unless otherwise expressly extended to an assignee by the terms 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 Building or 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: (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 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 Tenant shall not voluntarily or by operation of Defaults hereunder law assign, transfer, mortgage or under otherwise encumber all or any part of Tenant’s interest in the Note Agreement, as defined herein and therein, Tenant may assign this Lease or in the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for any sublease of all or any portion of the Demised Premises subject to the terms hereof. Premises, provided, however, that Tenant shall not assign this inform Landlord of all subleases and Landlord shall have the right to disapprove any proposed subtenant if the subtenant’s use of the Premises is inconsistent with the Ground Lease or applicable zoning. If Landlord disapproves a proposed subtenant as permitted, the sublease shall be void. No sublease shall extend beyond expiration of the then term of the Lease. Any attempted assignment, transfer, mortgage, or encumbrance without Landlord’s consent shall, at the exclusive prior written option of Landlord, constitute grounds for termination of the Lease. Landlord shall respond to Tenant’s request for consent of Landlord and any mortgageewithin fifteen (15) days or Landlord’s consent shall be deemed given. Notwithstanding the foregoing, Tenant may assign this the Lease to any person which is the following entities without obtaining the Landlord’s consent: (i) a subsidiary, affiliate, division or corporation controlled or under common control with Tenant; or (ii) a successor corporation related to Tenant as permitted by merger, consolidation, non-bankruptcy reorganization, purchase or exchange of stock. Each proposed subletting is also subject to any rights of Stanford University under the terms Ground Lease, including any rights of the Note Agreementfirst refusal and approval of leases. 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 Each subletting or assignment shall be delivered by an instrument in writing in form reasonably satisfactory to Landlord at least ten (10) days prior to and shall be executed by the commencement of such sublease sublessor or assignment. Any assignor and by the sublessee or assignee in each instance, as the case may be, and each sublessee or assignee shall agree in writing for the benefit of the Landlord herein to assume, to be bound 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 perform the terms, covenants covenants, and conditions of this Lease to be done, kept and performed by the Tenant. One executed copy of such written instrument shall be delivered to the Landlord. No subletting or assignment shall relieve Tenant of its obligation to pay rent and to perform all of the rights other obligations to be performed by Tenant hereunder. The acceptance of rent by 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 from 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 person shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed deemed 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 a waiver by Landlord to of any sublease of the Demised Premises, or any portion thereof, or to any assignment provision 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 to be a consent to 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 Subtenant shall not assign, mortgage or encumber this Sublease, or allow the same to be transferred by operation of Defaults hereunder law or under otherwise, and shall not sublet the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all Subleased Premises or any portion of thereof, nor suffer or permit the Demised Subleased Premises subject or any part thereof to be used by others, except with the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Sublandlord and Landlord, which consent may be granted or withheld in their sole discretion. Any attempted transfer in violation of this provision shall be void. In no event shall any transfer relieve Subtenant of its liability and responsibility to Sublandlord under this Sublease or to Landlord and under the Lease in the absence of any mortgageeexpress written agreement with Sublandlord or Landlord, as the case may be, to that effect. Notwithstanding the foregoing, Tenant may assign this but subject to all of the terms and conditions set forth in Section 22(c) of the Lease (Subtenant hereby agreeing to be bound by all of the covenants, conditions, obligations and agreements of Section 22(c) of the Lease to any person which be observed and performed by the Tenant under the Lease), Subtenant shall have the right to assign (but not sub-sublease) its interest in this Sublease to an Affiliate of Subtenant (as defined below), without Sublandlord’s prior consent, but upon prior written notice to Sublandlord. Without limiting the generality of the foregoing, it is a successor expressly agreed that the proposed assignee shall meet the net worth requirements set forth in Section 22(c) of the Lease. Subtenant acknowledges and agrees that, pursuant 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 Landlord’s prior written consent may 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 required 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 Sublease. Notwithstanding any such assignment, the Subtenant originally named herein shall remain primarily liable under this Sublease. For the purposes herein, an “Affiliate of Tenant's interest or estate in the Demised PremisesSubtenant” shall mean any entity controlling, no sublessee shall assign its sublease nor further sublease the Demised Premisescontrolled by, or any portion thereofunder common control with Subtenant, and no assignee shall further assign or sublet its any entity that is a successor-in-interest in this Lease or its interest or estate in the Demised Premisesto Subtenant by way of merger, consolidation, or corporate reorganization, or by the purchase of all or substantially all of the assets or the ownership interests of Subtenant. Notwithstanding the foregoing, Subtenant shall not have any portion thereofrights to permit any occupancy of the Subleased Premises pursuant to the Collaborator Occupancy provisions of Section 22(c) of the Lease. Other than an assignment to an Affiliate of Subtenant, without Landlord's prior written consent in each and every instance which consent may be withheld Subtenant shall split profits, if any, of any sublease, transfer or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedassignment, fifty-fifty (50/50) with Sublandlord.

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 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 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 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 nor sublet the Premises (nor enter into any management or similar contract which provides for a direct or indirect transfer of operating control over the business operated in the Premises), without first obtaining the exclusive prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shall provide 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 documentation related to a duplicate original of such proposed sublease or assignment shall be delivered to Landlord at least ten thirty (1030) days prior to the commencement anticipated date of the sublease or assignment and shall forward, to Landlord, a non-refundable sublease/assignment consideration fee of two thousand five hundred and no/100 dollars ($2,500.00) with such documentation. In granting or withholding its consent to a sublease or assignment, Landlord may consider, inter alia, the financial condition and reputation of the proposed assignee or sublessee, the effect of the proposed business on the existing tenant mix, the likely magnitude of additional customer traffic the proposed business would bring into the Shopping Center and the benefit such traffic would provide to the other stores in the Shopping Center as well as the impact such traffic would have on the availability of parking in the Shopping Center. Landlord shall not be obligated to consent to any sublease or assignment which is not consistent with the uses permitted in Paragraph 4 of this Lease, which will violate any use exclusives contained in other leases within the Shopping Center, which will compete with the primary business of any other tenant in the Shopping Center as of the date of such assignment or which will violate any other document relating to the Shopping Center. Landlord may require an additional or different Percentage Rent as a condition to approval of any subtenant or assignee of this Lease. Under no circumstances shall Tenant assign less than the entire Lease or sublease less than the entire Premises. Any assignee assignment or subletting approved by Landlord shall assume, by instrument in form and content satisfactory to Landlord, the due performance not release or discharge any obligation or liability of all of Tenant under this Lease. If Tenant's obligations ’s transferee defaults under this Lease, including Landlord may proceed directly against Tenant or Tenant’s transferee without pursuing or waiving any accrued obligations remedies against the other. The term “assignment” includes any transfer (by operation of law or otherwise) of this Lease, any transfer of effective control of Tenant’s business, any transfer of effective control or ownership of Tenant if Tenant is a corporation, partnership or other entity and any sale of all or a substantial part of Tenant’s assets or the assets owned or used by Tenant in the operation of Tenant’s business on the Premises. However, Landlord cannot withhold its consent to an assignment of the Lease to an entity (i) purchasing all or the majority of the stock in Old Line Bank or (ii) with which Tenant or into which Tenant has merged, provided that in any of the events listed in subparagraph (i) and/or (ii) hereinabove, the tangible net worth of the successor entity at the time of the effective assignment is equal to or greater than the tangible net worth of the assigning entity as of that date which is one (1) year prior to the date of the assignment. The term “sublet” shall be deemed to include the granting of licenses, concessions, and such assumption agreement any other rights of occupancy of any portion of the Premises. In the event Landlord consents to an assignment or sublease, Landlord shall state that the same is made by the assignee be entitled to 75% of any and all funds paid to Tenant as consideration 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 assignment of this Lease and to all or for the subletting of the rights Premises (in excess of the Minimum Guaranteed Rent), regardless of whether such funds are paid in a lump sum or on a periodic basis. Tenant shall provide Landlord hereunder; and in with evidence or a certification reasonably acceptable to Landlord of the event amount or absence of consideration paid for a sublease or assignment. Tenant shall not, either voluntarily or by operation of law, mortgage, pledge, hypothecate or encumber this Lease nor allow any other person (other than employees of Tenant) to occupy or use the Premises or any portion thereof. Any assignment or subletting without Landlord’s consent shall terminate before the expiration not be binding upon Landlord, and shall confer no rights upon any third person. Each such unpermitted assignment or subletting shall, without notice or grace period of such subleaseany kind, 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 constitute a result of the termination of default by Tenant under this Lease. No sublease The acceptance by Landlord of the payment of Minimum Guaranteed Rent or any other payment due under this Lease following any assignment or subletting prohibited by this Paragraph 35 of the Lease shall not be permitted hereby unless as deemed to be a condition consent by Landlord 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 limitationan acceptance of the sublessee or assignee as a tenant, a release of Tenant from the cost performance of any alterationcovenants herein contained, additionor a waiver by Landlord of any remedy of Landlord under this Lease, 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 although amounts actually received shall be made unless any guarantor of the credited by Landlord against Tenant's ’s monetary 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 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 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 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 not 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 compliance the Building. 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 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 herebyLL INITIAL____JW________ TENANT INITIAL___GH_____________ Notwithstanding 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 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 The Lessee shall not assign this Lease or make any sublease for the whole or any part of the Leased Premises to any entity, without the exclusive prior written consent of Landlord the Lessor, which shall not be unreasonably withheld or delayed. The Lessee agrees to give the Lessor written notice of any such assignment or sublease within thirty (30) days after the effective date thereof. The Lessor and the Lessee agree that in the event of any mortgagee. Notwithstanding assignment or sublease to a person, firm or entity that is approved by the foregoingLessor pursuant to Paragraph 11 of this Lease, Tenant may assign this Lease the Lessor shall be entitled to collect and the Lessee shall pay to the Lessor promptly following its receipt from any person which is a successor such assignee or subtenant fifty (50%) percent of all payments of rent, additional rent or other charges payable by any such assignee or subtenant in excess of the rent, additional rent and other charges payable by the Lessee pursuant to Tenant as permitted by the terms of this Lease. The Lessee shall include in its request for the Note AgreementLessor's consent to any proposed assignment or sublease a reasonably detailed summary of the terms of any such proposed assignment or sublease. If this Lease is assignedassigned or if the Leased Premises or any part thereof are occupied by anybody other than the Lessee, the Lessor may collect Base Rent and Additional Rent directly 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 occupant and apply the net amount collected to comply with all terms the rent reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this Lease except provision or the acceptance of the assignee, undertenant or occupant as lessee. Nothing herein contained shall relieve the Lessee from its covenants and obligations for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease). The Lessee agrees to reimburse the Lessor for the Lessor's reasonable attorneys' fees incurred in conjunction with the processing and documentation of any such requested transfer, 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 limitationlicense or concession agreement, the cost change of any alterationownership, addition, improvement mortgage 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 hypothecation of this Lease or of Tenantthe Lessee's interest or estate in and to the Demised Leased Premises, no sublessee shall assign its excluding any attorneys' fees incurred by the Lessor in connection with the review by the Lessor of the form of any proposed sublease nor further sublease by 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 containedLessee.

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 INDUSTRIAL LEASE 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 Lessor acknowledges that Lessee intends to sublet a portion of Defaults hereunder the Leased Premises and Lessor hereby consents to such subletting; provided, however, Lessor shall have the right to approve the identity of the subtenant, which approval will not be unreasonably withheld, delayed or under the Note Agreement, as defined herein and therein, Tenant may conditioned. Lessee shall not mortgage or assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease Agreement without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoingLessor, Tenant may which consent will not be unreasonably withheld, delayed or conditioned; provided, however, Lessee my assign this Lease Agreement or sublet the Leased Premises to Lessee’s subsidiary, successor by operation of law, merger, stock or asset purchase, or to an affiliate or related company without Lessor’s prior written consent. No assignment or sublet shall conflict with the rights of any person then-current tenant in the Building of which is the Leased Premises are a successor part. Lessee shall have the right to Tenant as permitted procure a subtenant or assignee on its own without the use of a licensed Real Estate Sales Person/Broker; provided, however, should Lessor desire to list the Leased Premises for sublet, Lessee agrees to list with a licensed Real Estate Sales Person/Broker designated by the Lessor provided the terms of the Note Agreementlisting or brokerage agreement are reasonable and in keeping with the terms of similar agreements for like properties located in the Southside Jacksonville, Florida area. 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 termsuch listing or brokerage agreement are not in keeping with the terms of similar agreements, 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 Lessee shall have assigned the right 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, list the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Leased Premises made in connection for sublet 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) a licensed Real Estate Sales Person/Broker 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 containedown choosing.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder A. Tenant shall not mortgage or under the Note Agreement, as defined herein and therein, Tenant may assign grant a security interest in its interest in 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 voidPremises. Except as specifically permitted hereby, Tenant shall not transfer, subletsublease the Premises or any part thereof, assign this Lease or otherwise encumber any part thereof, or permit any portion of the Premises to be occupied by third parties (each, a “transfer”) without Landlord’s consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed as determined under Section 14B below, except that the Tenant shall have the right to assign or sublease its interest under this Lease without Landlord’s consent in the Lease any of the following instances (the “Assignment Exceptions”): (i) to an entity purchasing a majority of the Tenant’s outstanding shares or a third party acquiring the Demised PremisesTenant; or (ii) to a person or entity that controls, is controlled by, or is under common control with Tenant and said person or entity has a net worth greater than or equal to Tenant’s net worth. Notwithstanding anything contained in Evidence of an assignee or sublessee’s net worth shall be provided to the Landlord by Tenant. The transfer of this Lease by operation of law as a result of a merger of Tenant shall not require the consent of Landlord. Tenant shall reimburse Landlord for all reasonable attorneys’ fees and costs incurred by Landlord in connection with any proposed transfer and, in addition, if Landlord consents to any transfer Tenant shall pay to Landlord, on demand, an administration fee of $1,000.00 as a condition to Landlord’s consent. Tenant and any guarantor shall remain fully liable for all obligations under this Lease following any transfer except for the contrary and notwithstanding any consent Assignment Exceptions. 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 a transfer 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 not relieve Tenant from the obligation to obtain Landlord’s written consent to any further transfer, except for the Assignment Exceptions. Any attempted transfer by Tenant in violation of Tenant's obligations in the terms and covenants of this Lease containedSection shall be void ab initio.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Sublessee shall not assign, mortgage, pledge or under the Note Agreement, as defined herein and otherwise encumber this Sublease or any interest therein, Tenant may assign this Lease or sublease all allow any transfer thereof or any portion lien upon Sublessee's interest by operation of law, further sublet the Demised Premises or any part thereof, or permit the occupancy of the Demised Premises subject to or any part thereof by anyone other than Sublessee, without in each instance obtaining the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord Lessor and any mortgagee. Notwithstanding the foregoingSublessor, Tenant which consent of Sublessor may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreementbe withheld or conditioned in Sublessor's sole and absolute discretion. If this Lease is assignedSublessor consents thereto, Sublessor shall use reasonable efforts to obtain the consent of Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of under the Demised Premises is sublet and any Event of Default exists hereunderOverlease; provided, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease however, Sublessee shall require the assignee or subtenant to comply reimburse Sublessor fxx xxx xxsts incurred by Sublessor 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 Leaserespect thereto. 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 shall relieve Sublessee from Sublessee's obligations and any cost imposed by any governmental authority in connection with any of agreements hereunder and Sublessee shall continue to be liable as a principal and not as guarantor or surety to the foregoingsame extent as though no assignment or subletting had been made. No Further, no permitted assignment or sublease shall be made effective unless and until any guarantor default of Sublessee hereunder shall have been cured. If Sublessee is a partnership or a limited liability company, then any event resulting in a dissolution of Sublessee, any withdrawal or change of the Tenant's obligations partners or the members owning a controlling interest in Sublessee (including each general partner or manager, as applicable), or any party responsible for Tenant's obligations structural or other change having the effect of limiting liability shall give its written consent to be deemed a prohibited assignment. If Sublessee is a corporation or a partnership with a corporate general partner, then any event resulting in a dissolution, merger, consolidation or other reorganization of Sublessee (or such assignment corporate general partner), or sublease and confirm that its obligations shall not be affected by the sale or transfer or relinquishment of the interest of shareholders who, as of the date of this Sublease, own a controlling interest of the capital stock of Sublessee (or 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 partiescorporate general partner), 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 containeddeemed a prohibited assignment.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, (a) Except as defined herein and thereinset forth herein, Tenant may assign shall not sublet any part of the Premises, nor assign, pledge or encumber this Lease or any interest herein, without the prior written consent of Landlord, which consent may not be unreasonably withheld by Landlord. Landlord shall be entitled to deny consent to an assignment or sublease if, by way of illustration but not limitation, the financial statements of the proposed assignee or sublessee are unsatisfactory. Consent by Landlord to one assignment or sublease shall not destroy or waive this provision, and all later assignments and subleases shall likewise be made only upon prior written consent of Landlord. In the event a sublease or assignment 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 rent or other cost to the assignee or subtenant, less reasonable expenses incurred by Tenant to effectuate the assignment or sublease (including, but not limited to, brokerage commissions and tenant allowances or concessions), for all or any portion of the Demised Premises subject to over and above the terms hereof. Rent payable by 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 for 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 space shall be at Tenant's discretion (but in no event extend beyond the term of this Lease)due and payable, and shall be paid, to Landlord. In the event a duplicate original of such sublease or assignment is made as herein provided, Tenant shall be delivered to pay Landlord at least ten (10) days prior a charge equal to the commencement of such sublease or assignment. Any assignee shall assume, actual costs incurred by instrument in form and content satisfactory to Landlord, in Landlord's reasonable judgment (including, but not limited to, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the use and time of the effective date of the assignmentLandlord's personnel), 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 necessary legal and conditions of this Lease and accounting services required 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 accomplish such assignment or subletting, including without limitationas the case may be. Any transfer, 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 of all or any portion of the Premises or Tenant's interest under this Lease made without Landlord's consent shall be made unless any guarantor void and of the Tenant's obligations no force 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 effect. 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 assignment hereunder shall not waive Landlord's rights as to any assignment of this Lease subsequent sublease 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 containedassignment.

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 (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 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 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 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. 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 (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 all 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.