Common use of Assignment and Sublet Clause in Contracts

Assignment and Sublet. a. Tenant, under penalty of instant forfeiture, shall not assign, mortgage or pledge this Lease, nor underlet or sublease the Demised Premises or any part thereof without the written consent of Landlord first had and obtained; nor after such written consent has been given shall any assignee or sublessee assign, mortgage or pledge this Lease or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; and in neither case without such consent shall any such assignment, mortgage, pledge, underletting or sublease be valid. Notwithstanding the foregoing, Tenant may assign this Lease or sublet the Demised Premises to a parent or subsidiary corporation without first obtaining the consent of Landlord. b. An assignment within the meaning of this Lease is understood and intended to comprehend not only the voluntary action of Tenant, but also the direct or indirect transfer of fifty percent (50%) or more of the voting stock of a corporate tenant, unless Tenant is publicly traded, or fifty percent (50%) or more of the interest in partnership profits of a partnership Tenant (except by reason of death) of a shareholder or partner, any levy or sale on execution or other legal process and every assignment for the benefit of creditors, adjudication or sale in bankruptcy or insolvency or under any other compulsory procedure or order of court. c. No assignment or sublease, if consented to in the manner aforesaid, shall in any way relieve or release Tenant from liability upon any of the covenants under the terms of this Lease, and notwithstanding any such assignment or sublease the, responsibility and liability of Tenant hereunder shall continue in full force and effect until the expiration of the term hereby created and any renewals thereof. No assignment or sublease shall be valid unless the assignee or subtenant shall assent to and agree in writing to be bound by all of the covenants and conditions herein contained and unless such assignment or sublease is to a party that will be an actual user of the Demised Premises.

Assignment and Sublet. a. Tenant, under penalty of instant forfeiture, (a) Tenant shall not assign, mortgage assign this Lease or pledge this Lease, nor underlet any interest herein or sublease sublet the Demised Leased Premises or any portion thereof for the benefit of anyone other than Tenant, or in any other manner convey or transfer all or any part thereof of Tenant’s interest under this Lease (each and all a “Transfer”), without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord’s consent to a proposed assignment or sublet shall not be withheld, provided first that: 1) All covenants, agreements, and obligations of this Lease imposed on Tenant shall have been fully complied with and current at the date Landlord’s consent is requested. 2) The proposed assignee/subtenant establishes to Landlord, to a reasonable certainty, that it has the business, legal and financial ability to perform satisfactorily all of Tenant’s obligations under the Lease. 3) In the event such assignment or sublet is permitted, the same shall be evidenced in writing, properly executed and acknowledged by both assignee/subtenant and assignor, in which writing the assignee/subtenant shall expressly accept, assume and agree to perform for Landlord’s benefit all the terms, conditions and limitations contained in the Lease. 4) Tenant shall pay to Landlord, as a part of Additional Rent, the reasonable costs and fees incurred by Landlord in reviewing any request by Tenant for Landlord’s consent hereunder. (b) Notwithstanding subsection (a) hereinabove, Tenant may transfer all or part of its interest in this Lease or any part of the Leased Premises (a “Permitted Transfer”) to the following types of entities (a “Permitted Transferee”) without the written consent of the Landlord first had or being subject to subsection (a) hereinabove: (1) an Affiliate of Tenant, or (2) to any person or entity which owns and/or operates a movie theatre business with a minimum of 25 screens (a “Third Party Transferee”), in either case provided that Landlord shall have received a copy of the transfer document(s) which shall provide in writing the Third Party Transferee’s acknowledgement and obtained; nor after such written consent has been given shall acceptance of the terms and provisions of this Lease. For purposes of this Section 20, “Affiliate” means any assignee person or sublessee assignentity which, mortgage directly or pledge this Lease indirectly, through one or such sublease more intermediaries, controls, is controlled by, or underlet or sublease said Demised Premises or is under common control with the Tenant. (c) In the event of any part thereof without an additional written consent by Landlord; and in neither case without such consent shall any such assignment, mortgage, pledge, underletting or sublease be valid. Notwithstanding assignment of the foregoing, Tenant may assign this Lease or sublet the Demised Premises to a parent or subsidiary corporation without first obtaining the consent of Landlord. b. An assignment within the meaning of this Lease is understood and intended to comprehend not only the voluntary action of Tenant, but also the direct or indirect transfer of fifty percent (50%) or more of the voting stock Leased Premises, the tenant assigning or subletting the Lease (the “Original Tenant”) shall NOT be relieved or discharged from the performance of a corporate tenantany covenants, unless Tenant is publicly tradedagreements, or fifty percent (50%) or more of the interest in partnership profits of a partnership Tenant (except by reason of death) of a shareholder or partner, obligations imposed on any levy or sale on execution or other legal process and every assignment for the benefit of creditors, adjudication or sale in bankruptcy or insolvency or under any other compulsory procedure or order of court. c. No assignment or sublease, if consented to in the manner aforesaid, shall in any way relieve or release Tenant from liability upon any of the covenants tenant under the terms of Lease and the Original Tenant shall stand as co-obligor, jointly and severally liable for or bound under all covenants, agreements, liabilities, and obligations whatsoever imposed by this Lease, and notwithstanding any such assignment as it may hereafter be amended, extended, or sublease therenewed. Provided, responsibility and liability of however, that the Original Tenant hereunder shall continue in full force and effect until the expiration of the term hereby created and any renewals thereof. No assignment or sublease shall be valid unless the assignee or subtenant shall assent to and agree in writing to will not be bound by all of the covenants any Lease amendment unless it is provided notice thereof and conditions herein contained and unless such assignment or sublease is to a party that will be an actual user of the Demised Premisesconsent thereto.

Assignment and Sublet. a. Tenant10.1 Subject to the terms and conditions and the further provisions of this Section 10, Subtenant shall not, whether voluntarily, involuntarily or by operation of law, in any manner or by reason of any act or omission on the part of Subtenant or any party acting by or through Subtenant (w) assign or otherwise transfer this Sublease or the term or estate hereby granted, nor (x) sublet or underlet all or any part of the Subleased Premises, nor (y) permit the Subleased Premises or any desk space therein to be occupied by any person(s), nor (z) mortgage, pledge or encumber this Sublease or all or part of the Subleased Premises without first obtaining: (i) Overlandlord's consent and all other required consents to such assignment or subletting as set forth in and pursuant to the terms of the Overlease, after Subtenant shall have satisfied all of the terms xxx conditions of the Overlease required to be satisfied by Tenant under penalty the Overxxxxx xxxh respect to an assignment or subletting (as axxxxxxxxx) proposed by Tenant thereunder, except that this Sublease may be assigned and the Subleased Premises may be further sublet without Overlandlord's consent under the circumstances and standards as set forth in Section 8.02 of instant forfeiturethe Overlease, and (ii) Sublandlord's consent, in accxxxxxxx xith the terms of the Overlease as incorporated herein, except as expressly set forth in xuch terms as incorporated herein. 10.2 It is expressly understood and agreed that Sublandlord and Subtenant shall have all of the same rights and privileges with respect to the further subleasing of the Subleased Premises and the assignment of this Sublease as if Subtenant were the tenant under the Overlease without any additional restrictions by Sublandlord whatsoexxx, xxx as if Subtenant leased less than 100% of the Building. Notwithstanding the foregoing provisions of this Section 10.02 and of Section 10(a)(ii), for purposes of this Sublease, (i) the reference in Section 8.02(d) of the Overlease to "35,000 RSF" shall mean "Subtenant's Proportionate Sharx xx 00,000 RSF"; (ii) the amount of Sublandlord's costs which Subtenant must reimburse pursuant to Section 8.06(i) of the Overlease, as incorporated hereby, shall not assignexceed the amount of Ovxxxxxxxxxd's costs which Subtenant must so reimburse, mortgage or pledge (iii) if Sublandlord has exercised its option under Section 8.05 of the Overlease as incorporated in this LeaseSublease to terminate this Subleasx xx xx xhe space proposed to be sub-sublet by Subtenant upon the giving by Subtenant of a Notice of Intent without compliance with Section 8.06 of the Overlease as incorporated herein, nor underlet or sublease Subtenant may within ten (10) Busixxxx Xxxx thereafter notify Sublandlord that Subtenant withdraws its Notice of Intent to sublet, in which event Subtenant shall not give Sublandlord another Notice of Intent with respect to the Demised Premises or any part thereof without the written consent same space for a period of Landlord first had and obtained; nor six (6) months after such written consent has been given shall any assignee or sublessee assignwithdrawal, mortgage or pledge this Lease or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; and in neither case without such consent event such Notice of Intent shall any such assignment, mortgage, pledge, underletting or sublease be valid. Notwithstanding deemed null and void as to Sublandlord; (iv) the foregoing, Tenant may assign this Lease or sublet the Demised Premises to a parent or subsidiary corporation without first obtaining the consent of Landlord. b. An assignment within the meaning of this Lease is understood and intended to comprehend not only the voluntary action of Tenant, but also the direct or indirect transfer of fifty percent (50%reference in Section 8.05(d) or more of the voting stock of a corporate tenantOverlease to "Tenant's Tax Share, unless Tenant is publicly tradedCommon Area Tax Share, or fifty percent (50%) or more of the interest in partnership profits of a partnership Tenant (except by reason of death) of a shareholder or partner, any levy or sale on execution or other legal process and every assignment for the benefit of creditors, adjudication or sale in bankruptcy or insolvency or under any other compulsory procedure or order of court. c. No assignment or sublease, if consented to in the manner aforesaid, shall in any way relieve or release Tenant from liability upon any of the covenants under the terms of this Lease, and notwithstanding any such assignment or sublease the, responsibility and liability of Tenant hereunder shall continue in full force and effect until the expiration of the term hereby created and any renewals thereof. No assignment or sublease shall be valid unless the assignee or subtenant shall assent to and agree in writing to be bound by all of the covenants and conditions herein contained and unless such assignment or sublease is to a party that will be an actual user of the Demised Premises.Tenant's Exxxxxx

Assignment and Sublet. a. Tenant10.1 Subtenant shall not, under penalty whether voluntarily, involuntarily or by operation of instant forfeiturelaw, shall not assign, mortgage in any manner or pledge by reason of any act or omission on the part of Subtenant or any party acting by or through Subtenant (w) assign or otherwise transfer this LeaseSublease or the term or estate hereby granted, nor (x) sublet or underlet all or sublease any part of the Demised Subleased Premises, nor (y) permit the Subleased Premises or any part thereof without the written consent of Landlord first had and obtained; desk space therein to be occupied by any person(s), nor after such written consent has been given shall any assignee or sublessee assign, mortgage or pledge this Lease or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; and in neither case without such consent shall any such assignment, (z) mortgage, pledge, underletting pledge or sublease be valid. Notwithstanding encumber this Sublease or all or part of the foregoing, Tenant may assign this Lease or sublet the Demised Subleased Premises to a parent or subsidiary corporation without first obtaining obtaining: (i) Overlandlord’s consent and all other required consents to such assignment or subletting as set forth in and pursuant to the terms of the Xxxxxxxxx, after Subtenant shall have complied with the provisions of the Xxxxxxxxx (provided, however, nothing herein shall be deemed to detract from the provisions of Sections 2.5(c) and (d) hereof), and (ii) Sublandlord’s consent of Landlord. b. An assignment within in accordance with the meaning terms of this Lease Sublease. If Subtenant is understood and intended to comprehend not only a corporation, partnership, or limited liability entity, then the voluntary action transfer in one or more transactions of Tenant, but also the direct or indirect transfer of fifty percent (50%) % or more of the voting stock stock, membership or equity interest of a corporate tenantSubtenant, unless Tenant is publicly tradedwhether accomplished by merger, operation of law or fifty percent (50%) or more otherwise, shall constitute an assignment for purposes of this paragraph, requiring that Subtenant obtain the consent of the interest in partnership profits of a partnership Tenant (except by reason of death) of a shareholder or partner, any levy or sale on execution or other legal process and every assignment for the benefit of creditors, adjudication or sale in bankruptcy or insolvency or under any other compulsory procedure or order of courtSublandlord. c. No 10.2 Notwithstanding anything hereinbefore contained in Section 10.1 hereof, in the event Subtenant desires Sublandlord’s consent to an assignment of this Sublease or an underletting of all of the Subleased Premises, Subtenant by notice in writing shall notify Sublandlord of the name of the proposed assignee or undertenant, furnish such information as to the proposed assignee’s or undertenant’s financial responsibility and standing as Sublandlord may reasonably require, and furnish Sublandlord with a copy of the proposed assignment or subleaseunderlease. 10.3 Sublandlord covenants not to unreasonably withhold or delay its consent to such proposed assignment or underletting by Subtenant of the Subleased Premises to the proposed assignee or undertenant on said covenants, if consented agreements, terms, provisions and conditions set forth in the notice to Sublandlord referred to in the manner aforesaidSection 10.2 hereof; provided, however, that Sublandlord shall not in any way relieve event be obligated to consent to any such proposed assignment or release Tenant from liability upon underletting unless there shall be no default by Subtenant (beyond any applicable notice and/or cure period) under any of the terms, covenants under the terms and conditions of this Lease, and notwithstanding Sublease at the time that Sublandlord’s consent to any such assignment or sublease the, responsibility underletting is requested and liability of Tenant hereunder shall continue in full force and effect until on the expiration effective date of the term hereby created assignment or the proposed underlease. 10.4 All reasonable third party costs and expenses of Sublandlord incurred in connection with any actual or proposed assignment or underletting, including, without limitation, reasonable attorneys fees and disbursements, and any renewals thereof. No amounts payable under the Xxxxxxxxx as a result of such actual or proposed assignment or sublease underletting, shall be valid unless paid by Subtenant, as additional rent hereunder, within twenty (20) days after demand. 10.5 Subtenant and such assignee shall be jointly and severally liable for all obligations to be performed thereafter under this Sublease; and 10.6 Any such sublessee of Subtenant shall have the right to further sublet the Subleased Premises and/or to assign its sublease of the Subleased Premises and any such assignee of Subtenant shall have the further right to assign this Sublease, subject to the provisions of this Sublease as if such subletting or assignment were made by Subtenant. 10.7 Sublandlord shall be entitled to receive from Subtenant (as and when received by Subtenant) as an item of additional rent one hundred percent (100%) of all amounts received by Subtenant from any sub-subtenant or assignee in excess of the amounts payable by Subtenant to Sublandlord hereunder (hereinafter the “Transfer Premium”). The Transfer Premium shall be reduced by the reasonable transaction costs actually paid by Subtenant in order to assign this Sublease or to sub-sublet a portion of the Subleased Premises, provided that Subtenant provides Sublandlord with a detailed breakdown of all transaction costs associated with such assignment or subletting at the time Subtenant obtains Sublandlord’s consent and Sublandlord consents to such costs, which consent shall not be unreasonably withheld, conditioned or delayed (Sublandlord acknowledges that the following may constitute transaction costs: work allowances, alteration expenses and other expenses reasonably incurred by Subtenant). “Transfer Premium” shall mean all Fixed Rent, Escalation Rent or other consideration of any type whatsoever payable by the assignee or sub-subtenant shall assent to and agree in writing to be bound by all excess of the covenants Fixed Rent and conditions herein contained Escalation Rent payable by Subtenant under this Sublease. Transfer Premium shall also include, but not be limited to, key money and unless bonus money paid by the assignee or sub-subtenant to Subtenant in connection with such assignment or sublease is sub-subletting, and any payment in excess of fair market value for services rendered by Subtenant to a party that the assignee or sub-subtenant or for physical assets, fixtures, inventory, equipment, or furniture transferred by Subtenant to the assignee or sub-subtenant in connection with therewith. For purposes of calculating the Transfer Premium, expenses will be an actual user of deducted from any assignment proceeds or the Demised Premisesfirst to be paid sublet rents.

Assignment and Sublet. a. Tenant10.1 Subtenant shall not, under penalty whether voluntarily, involuntarily or by operation of instant forfeiturelaw, shall not assign, mortgage in any manner or pledge by reason of any act or omission on the part of Subtenant or any party acting by or through Subtenant (w) assign or otherwise transfer this LeaseSublease or the term or estate hereby granted, nor (x) sublet or underlet all or sublease any part of the Demised Subleased Premises, nor (y) permit the Subleased Premises or any part thereof without the written consent of Landlord first had and obtained; desk space therein to be occupied by any person(s), nor after such written consent has been given shall any assignee or sublessee assign, mortgage or pledge this Lease or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; and in neither case without such consent shall any such assignment, (z) mortgage, pledge, underletting pledge or sublease be valid. Notwithstanding encumber this Sublease or all or part of the foregoing, Tenant may assign this Lease or sublet the Demised Subleased Premises to a parent or subsidiary corporation without first obtaining obtaining: (i) Overlandlord's consent and all other required consents to such assignment or subletting as set forth in and pursuant to the consent terms of Landlordthe Xxxxxxxxx, after Subtenant shall have complied with the provisions of the Xxxxxxxxx as if it were an assignment or subletting by Sublandlord thereunder, and (ii) Sublandlord's consent. b. An assignment within 10.2 If Subtenant is a corporation, partnership, or limited liability entity or other entity, then the meaning transfer in one or more transactions of this Lease is understood and intended to comprehend not only the voluntary action of Tenant, but also the direct or indirect transfer of fifty percent (50%) % or more of the voting stock stock, membership or equity interest of a corporate tenantSubtenant, unless Tenant is publicly tradedwhether accomplished by merger, operation of law or fifty percent (50%) or more otherwise, shall constitute an assignment for purposes of this Sublease, requiring that Subtenant obtain the consent of the interest in partnership profits of a partnership Tenant (except by reason of death) of a shareholder or partner, any levy or sale on execution or other legal process and every assignment for the benefit of creditors, adjudication or sale in bankruptcy or insolvency or under any other compulsory procedure or order of courtSublandlord. c. No 10.3 Notwithstanding anything hereinbefore contained in Section 10.1 hereof, in the event Subtenant desires Sublandlord's consent to an assignment of this Sublease or an underletting of all or any part of the Subleased Premises, Subtenant by notice in writing shall notify Sublandlord of the name of the proposed assignee or undertenant, furnish such information as to the proposed assignee's or undertenant's financial responsibility and standing as Sublandlord may require, and advise Sublandlord of the covenants, agreements, terms, provisions and conditions contained in the proposed assignment or subleaseunderlease. All reasonable costs and expenses of Sublandlord incurred in connection with any actual or proposed assignment or underletting, if consented including, without limitation, reasonable attorneys fees and disbursements, allocable administrative costs, and any amounts payable under the Xxxxxxxxx as a result of such actual or proposed assignment or underletting, shall be paid by Subtenant, as Sublease Additional Charges hereunder, within thirty (30) days after demand. 10.4 Sublandlord covenants not to unreasonably withhold its consent to such proposed assignment or underletting by Subtenant of the Subleased Premises to the proposed assignee or undertenant on said covenants, agreements, terms, provisions and conditions set forth in the notice to Sublandlord referred to in the manner aforesaidSection 10.2 hereof; provided, however, that Sublandlord shall not in any way relieve event be obligated to consent to any such proposed assignment or release Tenant from liability upon any of underletting unless: (a) the covenants under proposed assignee or undertenant has adequate financial net worth and credit considering the responsibilities involved and is engaged in a business permitted pursuant to the terms of this LeaseSublease; (b) the proposed assignee or undertenant is not a competitor of Sublandlord and, in Sublandlord's reasonable judgment, is a reputable party; provided that the requirement that the proposed assignee or undertenant not be a competitor of Sublandlord shall not apply to any Successor to Subtenant permitted pursuant to Section 10.8 below; (c) there shall be no default by Subtenant beyond any applicable notice and notwithstanding cure period under any of the terms, covenants and conditions of this Sublease at the time that Sublandlord's consent to any such assignment or sublease the, responsibility underletting is requested and liability of Tenant hereunder shall continue in full force and effect until on the expiration effective date of the term hereby created assignment or the proposed underlease; (d) Subtenant shall reimburse Sublandlord for any reasonable expenses that may be incurred by Sublandlord in connection with the proposed assignment or underlease, including without limitation the reasonable costs of making investigations as to the acceptability of a proposed assignee or undertenant, any amounts payable under the Xxxxxxxxx as a result of such actual or proposed assignment or underletting and reasonable legal expenses incurred in connection with the granting of any requested consent to the assignment or underlease; (e) such proposed subletting will result in there being no more than four (4) occupants on any single floor of the Subleased Premises, including Subtenant; (f) Subtenant and such assignee shall be jointly and severally liable for all obligations to be performed thereafter under this Sublease; and (g) any such sublessee of Subtenant shall have no right to further sublet the Subleased Premises and/or to assign its sublease of the Subleased Premises and any renewals thereof. No assignment or sublease such assignee of Subtenant shall be valid unless the assignee or subtenant shall assent have no further right to and agree assign this Sublease, except as set forth in writing to be bound by all of the covenants and conditions herein contained and unless such assignment or sublease is to a party that will be an actual user of the Demised PremisesSection 10.8 hereof.

Assignment and Sublet. a. Tenant1) Tenant shall not, under penalty without the prior written consent of instant forfeitureLandlord, shall not assign, mortgage or pledge hypothecate this Lease, nor underlet sublet or sublease the Demised Premises or any part thereof without the written consent of Landlord first had and obtained; nor after such written consent has been given shall or permit any assignee other person or sublessee assign, mortgage or pledge this Lease or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; and in neither case without such consent shall any such assignment, mortgage, pledge, underletting or sublease be valid. Notwithstanding the foregoing, Tenant may assign this Lease or sublet business to use the Demised Premises to except as permitted in this 25th Section . If Tenant shall be a parent corporation, limited liability company or subsidiary corporation without first obtaining the consent of Landlord. b. An assignment within the meaning of this Lease is understood and intended to comprehend not only the voluntary action of Tenantpartnership, but also the direct or indirect transfer of more than fifty percent (50%) or more of the voting stock stock, membership interests or partnership interests, as the case may be, shall be deemed an assignment of this Lease and subject to the provisions of this Section. The provisions of this Section shall be binding upon the legal representatives of Tenant and every person to whom Tenant’s interest under this Lease passes by operation of law or otherwise, except that it shall not apply to an assignment or subletting to an affiliate, a corporate tenantsubsidiary or related entity of Tenant, unless nor to the sale of Tenant’s business or in connection with a merger or consolidation (collectively, a “Permitted Transfer”), provided that Tenant has notified Landlord of the Permitted Transfer and supplied Landlord with any reasonable information and documentation it may request. 2) Provided Tenant is publicly traded, or fifty percent (50%) or more of the interest not in partnership profits of a partnership Tenant (except by reason of death) of a shareholder or partner, any levy or sale on execution or other legal process and every assignment for the benefit of creditors, adjudication or sale in bankruptcy or insolvency or default under any other compulsory procedure or order of court. c. No assignment or sublease, if consented to in the manner aforesaid, shall in any way relieve or release Tenant from liability upon any of the covenants under terms or conditions of this Lease, Landlord will not unreasonably withhold consent to a partial sublet of the Demised Premises, provided that Tenant remains in occupancy of the Demised Premises and that the subtenant does not violate any of the terms of this Lease. 3) If Tenant requests Landlord’s consent to an assignment of this Lease or a subletting of all or any part of the Demised Premises, and notwithstanding any such Tenant shall submit to Landlord: (i) the name of the proposed assignee or subtenant; (ii) the terms of the proposed assignment or sublease the, subletting; (iii) the nature of the proposed assignee or subtenant’s business and its proposed use of the Demised Premises; (iv) such information as to the financial responsibility and liability of Tenant hereunder shall continue in full force and effect until the expiration general reputation of the term hereby created and any renewals thereof. No assignment or sublease shall be valid unless the proposed assignee or subtenant shall assent to as Landlord may require; and agree in writing to be bound by all (v) a summary of plans and specifications for revising the covenants and conditions herein contained and unless such assignment or sublease is to a party that will be an actual user floor layout of the Demised Premises. 4) Upon receipt of all such information from Tenant, Landlord shall have the option, to be exercised in writing within thirty (30) days after such receipt, to cancel and terminate this Lease if the request is to assign this Lease or to sublet all or substantially all of the Demised Premises or, if the request is to sublet a portion of the Demised Premises only, to cancel and terminate this Lease with respect to such portion, in each case as of the date set forth in Landlord’s notice of exercise of such option which shall not be less than thirty (30) nor more than ninety (90) days after the date of such notice. If Landlord shall fail to exercise its option to cancel and terminate this Lease with respect to all or a part of the Demised Premises as above provided, Landlord shall not thereby be deemed to have consented to the proposed assignment or subletting, unless, prior to the expiration of the aforesaid thirty (30) day period, Landlord shall have delivered its written consent thereto to Tenant. 5) If Landlord shall cancel this Lease in whole or in part as above provided, Tenant shall surrender possession of the Demised Premises, or the portion of the Demised Premises which is the subject of the request, as the case may be, on the date set forth in such notice in accordance with the provisions of this Lease relating to surrender of the Demised Premises. If this Lease shall be cancelled as to a portion of the Demised Premises only, (i) the Rent payable by Tenant hereunder shall be adjusted proportionately by multiplying the Rent then in effect by a fraction, the numerator of which is the number of rentable square feet in the portion of the Demised Premises to be retained and the denominator of which is the rentable square feet of the entire Demised Premises leased at the time of Tenant’s request for consent to the assignment or sublet, and (ii) Landlord, at Landlord’s expense, shall have the right to make any alterations to the Demised Premises required, in Landlord’s judgment, to make the portion of the Demised Premises surrendered a self-contained rental unit with access through corridors to any and all common areas, elevators, toilets and amenities serving such space. At Landlord’s request, Tenant shall execute and deliver an agreement, in form satisfactory to Landlord, setting forth any modifications to this Lease contemplated or resulting from the operation of this Section; however, neither Landlord’s failure to request such agreement nor Tenant’s failure to execute such agreement shall vitiate the effect of any cancellation pursuant to this Section. 6) Notwithstanding any assignment or sublet, Tenant shall not be released from any obligation under this Lease without the express written consent of Landlord, which consent may be withheld in Landlord’s sole discretion.

Assignment and Sublet. a. Tenant, under penalty of instant forfeiture, 19.1 Tenant shall not assign, mortgage assign this Lease or pledge any interest in this Lease, nor underlet or sublease sublet the Demised Leased Premises or any part thereof of the Leased Premises, or license the use of all or any portion of the Leased Premises or business conducted there, or encumber or hypothecate this Lease, without first obtaining the written consent of Landlord first had Landlord, which said consent shall not be unreasonably withheld or delayed, and obtained; nor after any assignment, subletting, licensing, encumbering or hypothecating of this Lease without such prior written consent has been given shall any assignee or sublessee assignshall, mortgage or pledge at the option of Lessor, terminate this Lease or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; and in neither case without such consent shall any such assignmentPROVIDED, mortgage, pledge, underletting or sublease be valid. Notwithstanding the foregoingHOWEVER, Tenant may shall have the right to assign this Lease or sublet the Demised Premises to a parent or subsidiary corporation without first obtaining the consent of Landlord. b. An assignment within the meaning of this Lease is understood and intended to comprehend not only the voluntary action of Tenantrelated entities on notice, but also without consent, and provided further that in the direct or indirect transfer of fifty percent (50%) or more of the voting stock of a corporate tenant, unless Tenant event there is publicly traded, or fifty percent (50%) or more of the interest in partnership profits of a partnership Tenant (except by reason of death) of a shareholder or partner, any levy or sale on execution or other legal process and every assignment for the benefit of creditors, adjudication or sale in bankruptcy or insolvency or under any other compulsory procedure or order of court. c. No an assignment or sublease, if consented other than to in related entities, the manner aforesaid, shall in any way relieve or release Tenant net profits accruing from liability upon any of the covenants under the terms of this Lease, and notwithstanding any such assignment or sublease the, responsibility and liability of Tenant hereunder shall continue in full force and effect until the expiration of the term hereby created and any renewals thereof. No said assignment or sublease shall be valid unless the assignee or subtenant divided evenly between Landlord and Tenant, i.e. 50% to each (after first deducting all brokerage fees, fit-up costs and tenant inducement costs.) Landlord shall assent be deemed to and agree in writing have consented to be bound by all of the covenants and conditions herein contained and unless such a proposed assignment or sublease is to unless Landlord otherwise notifies Tenant in writing, specifying in reasonable detail its reasons for denying consent, within ten (10) days after Tenant has requested Landlord’s consent. In connection with a party that will be an actual user proposed assignment, sublease, sale of the Demised Premisesassets of Tenant, corporate merger, consolidation or reorganization, or at any other time reasonably requested by Tenant, Landlord shall, without waiving its right to withhold consent, execute and deliver to Tenant, within ten (10) days after Tenant’s request, a written statement, which may be relied upon by Tenant, its successors, assigns and any third party with whom the Tenant is dealing, certifying: (a) the accuracy of the Lease document; (b) the Commencement Date and ending dates of the Lease; (c) that the Lease is unmodified and in full effect or in full effect as modified, stating the date and nature of the modification; (d) whether to Landlord’s knowledge Tenant is in default or whether Landlord has any claims or demands against Tenant and, if so, specifying the default, claim or demand; and (e) to other correct and reasonably ascertainable facts that are covered by the Lease terms.

Assignment and Sublet. a. Tenant1) Tenant shall not, under penalty without the prior written consent of instant forfeitureLandlord, shall not assign, mortgage or pledge hypothecate this Lease, nor underlet sublet or sublease the Demised Premises or any part thereof without the written consent of Landlord first had and obtained; nor after such written consent has been given shall or permit any assignee other person or sublessee assign, mortgage or pledge this Lease or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; and in neither case without such consent shall any such assignment, mortgage, pledge, underletting or sublease be valid. Notwithstanding the foregoing, Tenant may assign this Lease or sublet business to use the Demised Premises to except as permitted in this 25th Section . If Tenant shall be a parent corporation, limited liability company or subsidiary corporation without first obtaining partnership, a transfer of any interest of any shareholder, member or partner, as the consent of Landlord. b. An case may be, shall be deemed an assignment within the meaning of this Lease is understood and intended subject to comprehend not only the voluntary action provisions of this Section. The provisions of this Section shall be binding upon the legal representatives of Tenant and every person to whom Tenant, but also the direct ’s interest under this Lease passes by operation of law or indirect transfer of fifty percent (50%otherwise. 2) or more of the voting stock of a corporate tenant, unless Provided Tenant is publicly traded, or fifty percent (50%) or more of the interest not in partnership profits of a partnership Tenant (except by reason of death) of a shareholder or partner, any levy or sale on execution or other legal process and every assignment for the benefit of creditors, adjudication or sale in bankruptcy or insolvency or default under any other compulsory procedure or order of court. c. No assignment or sublease, if consented to in the manner aforesaid, shall in any way relieve or release Tenant from liability upon any of the covenants under terms or conditions of this Lease, Landlord will not unreasonably withhold consent to a partial sublet of the Demised Premises, provided that Tenant remains in occupancy of the Demised Premises and that the subtenant does not violate any of the terms of this Lease. 3) If Tenant requests Landlord’s consent to an assignment of this Lease or a subletting of all or any part of the Demised Premises, and notwithstanding any such Tenant shall submit to Landlord: (i) the name of the proposed assignee or subtenant; (ii) the terms of the proposed assignment or sublease the, subletting; (iii) the nature of the proposed assignee or subtenant’s business and its proposed use of the Demised Premises; (iv) such information as to the financial responsibility and liability of Tenant hereunder shall continue in full force and effect until the expiration general reputation of the term hereby created and any renewals thereof. No assignment or sublease shall be valid unless the proposed assignee or subtenant shall assent to as Landlord may require; and agree in writing to be bound by all (v) a summary of plans and specifications for revising the covenants and conditions herein contained and unless such assignment or sublease is to a party that will be an actual user floor layout of the Demised Premises. 4) Upon receipt of all such information from Tenant, Landlord shall have the option, to be exercised in writing within thirty (30) days after such receipt, to cancel and terminate this Lease if the request is to assign this Lease or to sublet all or substantially all of the Demised Premises or, if the request is to sublet a portion of the Demised Premises only, to cancel and terminate this Lease with respect to such portion, in each case as of the date set forth in Landlord’s notice of exercise of such option which shall not be less than thirty (30) nor more than ninety (90) days after the date of such notice. If Landlord shall fail to exercise its option to cancel and terminate this Lease with respect to all or a part of the Demised Premises as above provided, Landlord shall not thereby be deemed to have consented to the proposed assignment or subletting, unless, prior to the expiration of the aforesaid thirty (30) day period, Landlord shall have delivered its written consent thereto to Tenant. 5) If Landlord shall cancel this Lease in whole or in part as above provided, Tenant shall surrender possession of the Demised Premises, or the portion of the Demised Premises which is the subject of the request, as the case may be, on the date set forth in such notice in accordance with the provisions of this Lease relating to surrender of the Demised Premises. If this Lease shall be cancelled as to a portion of the Demised Premises only, (i) the Rent payable by Tenant hereunder shall be adjusted proportionately by multiplying the Rent then in effect by a fraction, the numerator of which is the number of rentable square feet in the portion of the Demised Premises to be retained and the denominator of which is the rentable square feet of the entire Demised Premises leased at the time of Tenant’s request for consent to the assignment or sublet, and (ii) Landlord, at Landlord’s expense, shall have the right to make any alterations to the Demised Premises required, in Landlord’s judgment, to make the portion of the Demised Premises surrendered a self-contained rental unit with access through corridors to any and all common areas, elevators, toilets and amenities serving such space. At Landlord’s request, Tenant shall execute and deliver an agreement, in form satisfactory to Landlord, setting forth any modifications to this Lease contemplated or resulting from the operation of this Section; however, neither Landlord’s failure to request such agreement nor Tenant’s failure to execute such agreement shall vitiate the effect of any cancellation pursuant to this Section. 6) Notwithstanding any assignment or sublet, Tenant shall not be released from any obligation under this Lease without the express written consent of Landlord, which consent may be withheld in Landlord’s sole discretion.

Assignment and Sublet. a. Tenant, under penalty of instant forfeiture, Sublessee shall not assign, mortgage or pledge this Lease, nor underlet have no rights to assign or sublease all or part of the Demised Sublease Premises or any part thereof without the written consent prior approval of Landlord first had and obtained; nor after such written consent has been given Tenant/Sublessor, which in the case of Tenant/Sublessor shall any assignee or sublessee assign, mortgage or pledge this Lease or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; be subject to the terms and in neither case without such consent shall any such assignment, mortgage, pledge, underletting or sublease be validconditions of the Lease. Notwithstanding For the foregoing, Tenant may assign this Lease or sublet the Demised Premises to a parent or subsidiary corporation without first obtaining the consent of Landlord. b. An assignment within the meaning purposes of this Lease is understood and intended to comprehend not only paragraph 20, the voluntary action term "part" in the preceding sentence shall mean consisting of Tenant, but also the direct or indirect transfer of no less than fifty percent (50%) or more of the voting stock rentable square footage of a corporate tenantthe Sublease Premises, unless Tenant is publicly tradedof this paragraph 20, or the term "part" in the preceding sentence shall mean consisting of no less than fifty percent (50%) or more of the interest rentable square footage of the Sublease Premises, Sublessee hereby acknowledging that it shall have no rights whatsoever to sublease less than 50% of the Sublease Premises in partnership profits any one instance. In the event Sublessee desires to assign this Sublease or sublet any portion or all or the Sublease Premises, Sublessee shall notify Tenant/Sublandlord in writing of Sublessee's intent to so assign this Sublease or sublet the Sublease Premises and the proposed effective date of such subletting or assignment, and shall request in such notification that Landlord and Sublessor consent thereto. Except in the event of an assignment or subletting to an Affiliate (defined hereinbelow), Sublessor may terminate this Sublease in the case of a partnership Tenant (except by reason of death) proposed assignment, or suspend this Sublease pro tanto for the period and with respect to the space involved in the case of a shareholder proposed subletting, by giving written notice of termination or partnersuspension to Sublessee within thirty (30) day after receipt of such notification, any levy with such termination or sale on execution or other legal process and every assignment for the benefit of creditors, adjudication or sale in bankruptcy or insolvency or under any other compulsory procedure or order of court. c. No assignment or sublease, if consented suspension to in the manner aforesaid, shall in any way relieve or release Tenant from liability upon any be effective as of the covenants under the terms effective date of this Lease, and notwithstanding any such assignment or sublease thesubletting. If Sublessor does not so terminate or suspend within said thirty (30) days, responsibility and liability of Tenant hereunder Sublessor's consent shall continue in full force and effect until the expiration of the term hereby created and any renewals thereof. No not be unreasonably withheld to an assignment or sublease shall be valid unless to a subletting, provided that the assignee or subtenant shall assent use the Sublease Premises only for general office use, and further provided, with respect to and agree in writing to be bound by all a subletting, that after such subletting the initial Sublessee named herein occupies at least fifty (50%) percent of the covenants and conditions herein contained and unless such rentable floor area of the Sublease Premises. If for any assignment or sublease is consented to a party that will be an actual user by Sublessor hereunder Sublessee receives rent or other consideration, either initially or over the term of the Demised Premisesassignment or sublease, in excess of the rent called for hereunder, or in case of sublease of part, in excess of such rent fairly allocable to the part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account and after deduction for reasonable expenses of Sublessee in connection with the assignment or sublease, to pay to Sublessor as additional rent the excess of each such payment of rent or other consideration received by Sublessee promptly after its receipt. Notwithstanding anything to the contrary herein contained, Sublessor's termination right pursuant to the second paragraph of this Paragraph 18 shall have no applicability and Sublessor's consent shall not be unreasonably withheld to an assignment or subletting to any entity controlling, controlled by or under common control with Sublessee (an "Affiliate"), provided that such Affiliate shall use the Sublease Premises only for the use specified in Paragraph 21 below.

Assignment and Sublet. a. Tenant1) Tenant shall not, under penalty without the prior written consent of instant forfeitureLandlord, shall not assign, mortgage or pledge hypothecate this Lease, nor underlet sublet or sublease the Demised Premises or any part thereof without the written consent of Landlord first had and obtained; nor after such written consent has been given shall or permit any assignee other person or sublessee assign, mortgage or pledge this Lease or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; and in neither case without such consent shall any such assignment, mortgage, pledge, underletting or sublease be valid. Notwithstanding the foregoing, Tenant may assign this Lease or sublet business to use the Demised Premises to except as permitted in the following sentence. If Tenant shall be a parent corporation, limited liability company or subsidiary corporation without first obtaining partnership, a transfer of a majority interest of the consent of Landlord. b. An Tenant shall be deemed an assignment within the meaning of this Lease and subject to the provisions of this Paragraph, except where such transfer is understood in conjunction with an equity financing of Tenant or the transfer of Tenant’s publicly traded equity securities on a nationally recognized exchange. The provisions of this Paragraph shall be binding upon the legal representatives of Tenant and intended every person to comprehend whom Tenant’s interest under this Lease passes by operation of law or otherwise, except that it shall not only the voluntary action apply to an assignment or subletting to an affiliate, a subsidiary or related entity of Tenant, but also nor to the direct sale of Tenant’s business or indirect transfer of fifty percent in connection with a merger or consolidation (50%) or more collectively, a “Permitted Transfer”), provided that Tenant has notified Landlord of the voting stock of a corporate tenant, unless Permitted Transfer and supplied Landlord with any reasonable information and documentation it may request. 2) Provided Tenant is publicly traded, or fifty percent (50%) or more of the interest not in partnership profits of a partnership Tenant (except by reason of death) of a shareholder or partner, any levy or sale on execution or other legal process and every assignment for the benefit of creditors, adjudication or sale in bankruptcy or insolvency or default under any other compulsory procedure or order of court. c. No assignment or sublease, if consented to in the manner aforesaid, shall in any way relieve or release Tenant from liability upon any of the covenants under terms or conditions of this Lease, Landlord will not unreasonably withhold consent to a partial sublet of the Demised Premises, provided that Tenant remains in occupancy of the Demised Premises and that the subtenant does not violate any of the terms of this Lease, and notwithstanding . 3) Notwithstanding any such assignment or sublease thesublet, responsibility and liability Tenant shall not be released from any obligation under this Lease without the express written consent of Tenant hereunder shall continue Landlord, which may be withheld in full force and effect until the expiration of the term hereby created and any renewals thereof. No assignment or sublease shall be valid unless the assignee or subtenant shall assent to and agree in writing to be bound by all of the covenants and conditions herein contained and unless such assignment or sublease is to a party that will be an actual user of the Demised PremisesLandlord’s sole discretion.

Assignment and Sublet. a. TenantSubject to the provisions hereof, Tenant shall have the right to assign or sublet the Leased Premises and its interest under penalty of instant forfeiture, shall not assign, mortgage or pledge this Lease, nor underlet or sublease the Demised Premises or any part thereof without with the written consent of Landlord first had the Landlord, not to be unreasonably withheld, conditioned or delayed. Landlord's reasonable withholding of approval may be based upon the credit and obtained; nor after such written consent has been given shall any assignee or sublessee assign, mortgage or pledge this Lease or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; and in neither case without such consent shall any such assignment, mortgage, pledge, underletting or sublease be valid. Notwithstanding the foregoing, Tenant may assign this Lease or sublet the Demised Premises to a parent or subsidiary corporation without first obtaining the consent of Landlord. b. An assignment within the meaning of this Lease is understood and intended to comprehend not only the voluntary action of Tenant, but also the direct or indirect transfer of fifty percent (50%) or more character of the voting stock of a corporate tenantsubtenant or assignee, unless Tenant is publicly traded, or fifty percent (50%) or more the proposed use of the interest in partnership profits space, the terms of a partnership Tenant (except by reason of death) of a shareholder or partner, any levy or sale on execution or other legal process and every assignment for the benefit of creditors, adjudication or sale in bankruptcy or insolvency or under any other compulsory procedure or order of court. c. No assignment or sublease, if consented the proposed alterations to in the manner aforesaidspace, and any other consideration that may have an impact on the quality, security, and economic health of the Property and Buildings. No such assignment or subletting shall in any way relieve or manner release Tenant from liability upon any of the covenants its obligations, duties, responsibilities or liabilities under the terms of this Lease, and notwithstanding or under any extension, modification or alteration executed prior or subsequent to any such assignment or sublease the, responsibility and liability of Tenant hereunder shall continue in full force and effect until the expiration of the term hereby created and any renewals thereofsubletting. No Any such subletting or assignment or sublease shall be valid unless to a tenant of a quality and for a use consistent with the assignee Tenant and other tenants in the Buildings or subtenant shall assent the Property. Landlord reserves the right to approve any and agree in writing to be bound by all terms, covenants, conditions, provisions and agreements of the covenants and conditions herein contained and unless any such assignment or sublease subletting. If there is to vacant space available for rent at the Property, no proposed sub-tenant can be either an existing tenant at Princeton Commerce Center (without Landlord's approval) or a party that will with whom Landlord is in negotiations to take controlling ownership in the corporation, limited liability company, limited partnership or other entity holding Tenant's position in this Lease or the position of Guarantor- The merger of Tenant into another entity or any other action resulting in transfer of controlling interest of Tenant shall be deemed an actual user of the Demised Premisesassignment and subject to Landlord's approval.

Assignment and Sublet. a. TenantIf Tenant is a corporation, under penalty the transfer of instant forfeiturea majority of the issued and outstanding capital stock of Tenant or the issuance of additional shares of the Tenant such that if the additional shares had first been issued to the existing shareholders of the Tenant and then transferred to the acquiring shareholders, shall not assign, mortgage or pledge this Lease, nor underlet or sublease such event would have constituted a transfer of a majority of the Demised Premises or any part thereof without issued and outstanding capital stock of the written consent of Landlord first had and obtained; nor after such written consent has been given shall any assignee or sublessee assign, mortgage or pledge this Lease or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; and in neither case without such consent shall any such assignment, mortgage, pledge, underletting or sublease be valid. Notwithstanding the foregoing, Tenant may assign this Lease or sublet the Demised Premises to a parent or subsidiary corporation without first obtaining the consent of Landlord. b. An assignment within the meaning of this Lease Section, or, if Tenant is understood a partnership, limited liability company or other entity, the transfer of a majority of the total interest in Tenant or the issuance of additional partnership, membership or other equity interests such that had the additional interests first been issued to the existing interest holders of interests in Tenant and intended then transferred to comprehend not only the voluntary action acquiring holders, such event would have constituted a transfer of majority of the total interests of Tenant, but also the direct however any of such corporate stock, partnership, membership or indirect other interest transfers or issuances are accomplished, whether in a single transaction or in a series of related or unrelated transactions, such transactions shall be deemed an assignment of this Lease. The transfer of fifty percent (50%) or more outstanding capital stock of Tenant, for purposes of this Section, shall not include sale of such stock by persons other than those deemed “insiders” within the meaning of the voting Securities Exchange Act of 1934 as amended (the “Act”), or the initial sale by Tenant of stock to persons other than those deemed “insiders” within the meaning of a corporate tenantthe act, unless provided in each such instance the sale is effected through the “Over the Counter Market” or through any recognized stock exchange. b. All of the shareholders of the Tenant and their respective percentage of issued and outstanding shares of the Tenant owned by each of them, or all of the partners or members of the Tenant and their respective percentage interests in the Tenant, are: The parties agree this Section 59b is not applicable as the Tenant is publicly traded, or fifty percent (50%) or more of the interest in partnership profits of a partnership Tenant (except by reason of death) of a shareholder or partner, any levy or sale on execution or other legal process and every assignment for the benefit of creditors, adjudication or sale in bankruptcy or insolvency or under any other compulsory procedure or order of courtpublic company. c. No Notwithstanding anything to the contrary contained herein, Owner herewith consents to assignment of this Lease or sublease, if consented to in the manner aforesaid, shall in any way relieve sublease of all or release Tenant from liability upon any part of the covenants under demised premises to a wholly owned subsidiary of Tenant or to the terms parent of this LeaseTenant or to any corporation into or with which Tenant may be merged or consolidated or to any entity, and notwithstanding any including a partnership or limited liability company, to which substantially all of its assets may be transferred. No such assignment or sublease thesubletting shall be effective unless and until, responsibility and liability prior to the effective date of Tenant hereunder shall continue in full force and effect until the expiration of the term hereby created and any renewals thereof. No such assignment or sublease subletting, Tenant shall deliver to Owner: (i) in the case of an assignment, a duplicate original instrument of assignment in form and substance theretofore approved by Owner, which approval shall not be valid unless unreasonably withheld or delayed, duly executed by Tenant and assignee, in which the assignee or subtenant shall assent to assumes the observance and agree in writing performance of, and agrees to be bound by by, all of the terms, covenants and conditions herein contained of this Lease on Tenant’s part to be observed and unless such assignment or sublease is to performed, and (ii) in the case of a party that will be subletting, an actual user executed duplicate original of the Demised Premisessublease theretofore approved by Owner which approval shall not be unreasonably withheld or delayed.

Assignment and Sublet. a. Tenant, under penalty of instant forfeiture, 26.01 Lessee shall not assigntransfer or assign this Lease or Lessee's interest in or to the Leased Premises, mortgage or any part thereof, without having first obtained Lessor’s prior written consent, which may be given only by or pursuant to an ordinance enacted by the City Commission of the City of Williston, North Dakota. Lessee may not assign or sublet this Lease to any other FBO operating at the Airport or to any entity or organization that has any financial, equity, or ownership interest in any other FBO operating at the Airport. Notwithstanding the foregoing and for so long as any pledge this Leaseor collateral assignment of Lessee's interest in the Lease shall be by instrument substantially in such form as shall have previously been approved by the City Commission, nor underlet the consent of Lessor to such pledge or sublease collateral assignment may be given by Lessor acting by and through the Demised Airport Director. 26.02 Lessee shall not sublet the Leased Premises or any part thereof thereof, excluding the leasing and subleasing of hangars under the control of Lessee, without having first obtained the Airport Director’s written consent, which will be granted in the Airport Director’s sole discretion, and co-signature to any sublease. Failure either to obtain Lessor's prior written consent or to comply with the provisions herein contained shall operate to prevent any such transfer, assignment or subletting from becoming effective. In the event Lessee requests permission to sublease, the request shall be submitted to the said Director prior to the effective date of Landlord first had the sublease requested, and obtained; nor after shall be accompanied by a copy of the proposed sublease agreement(s) and of all agreement(s) collateral thereto. The identity of the sublessee, the area or space to be subleased, the rental to be charged, the type of business to be conducted, reasonable financial history, and all other relevant information requested by said Director shall be specified. It is expressly understood and agreed that the storage of aircraft inside any hangar at the Leased Premises pursuant to what is commonly referred to as a “use and occupancy agreement” as part of the permitted FBO services offered at the Airport shall not constitute a sublease which would otherwise be subject to the terms and conditions of this section 26.02. 26.03 Should the subletting of the Leased Premises be approved by Lessor, however, Lessee agrees and acknowledges that it shall remain fully and primarily liable under this Lease, notwithstanding any such written consent has been given sublease and that any such sublessee shall any assignee be required to attorn to Lessor hereunder. 26.04 The receipt by the Lessor of rent from an assignee, subtenant or sublessee assign, mortgage or pledge occupant of the Leased Premises shall not be deemed a waiver of the covenant in this Lease against assignment and subletting or such sublease an acceptance of the assignee, subtenant or underlet occupant as a tenant or sublease said Demised Premises a release of the Lessee from further observance or any part thereof without an additional written consent performance by Landlord; and Lessee of the covenants contained in neither case without such consent shall any such assignment, mortgage, pledge, underletting or sublease be validthis Lease. Notwithstanding the foregoing, Tenant may assign this Lease or sublet the Demised Premises to a parent or subsidiary corporation without first obtaining the consent of Landlord. b. An assignment within the meaning No provision of this Lease is understood and intended shall be deemed to comprehend not only have been waived by the voluntary action of Tenant, but also the direct or indirect transfer of fifty percent (50%) or more of the voting stock of a corporate tenantLessor, unless Tenant such waiver is publicly tradedin writing, or fifty percent (50%) or more of signed by the interest in partnership profits of a partnership Tenant (except by reason of death) of a shareholder or partner, any levy or sale on execution or other legal process and every assignment for the benefit of creditors, adjudication or sale in bankruptcy or insolvency or under any other compulsory procedure or order of courtAirport Director. c. No assignment or sublease, if consented to in the manner aforesaid, shall in any way relieve or release Tenant from liability upon any of the covenants under the terms of this Lease, and notwithstanding any such assignment or sublease the, responsibility and liability of Tenant hereunder shall continue in full force and effect until the expiration of the term hereby created and any renewals thereof. No assignment or sublease shall be valid unless the assignee or subtenant shall assent to and agree in writing to be bound by all of the covenants and conditions herein contained and unless such assignment or sublease is to a party that will be an actual user of the Demised Premises.

Assignment and Sublet. a. Tenant, under penalty of instant forfeiture, This Lease shall not assignbe assigned nor the premises sublet in whole or in part by Lessee without the prior written consent of Lessor. Lessor hereby agrees not to withhold or delay unreasonably Lessor's consent to assignment or subletting in the event Lessee requests said consent. Lessor's consent shall not be required for: (a) an assignment or subletting to the parent or subsidiary company of Lessee; (b) the merger with or consolidation into any other corporation, mortgage or pledge the reorganization or redistribution of the manner by which Lessee is held, owned or operated; or (c) any other transfer of the Demised Premises, this Lease, nor underlet or sublease the Demised Premises or any part thereof without the written consent of Landlord first had and obtained; nor after such written consent has been given shall any assignee either, occasioned by a consolidation, merger, reorganization or sublessee assign, mortgage other sale or pledge this Lease similar event involving all or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; and in neither case without such consent shall any such assignment, mortgage, pledge, underletting or sublease be valid. Notwithstanding the foregoing, Tenant may assign this Lease or sublet the Demised Premises to a parent or subsidiary corporation without first obtaining the consent of Landlord. b. An assignment within the meaning of this Lease is understood and intended to comprehend not only the voluntary action of Tenant, but also the direct or indirect transfer of fifty percent (50%) or more substantially all of the voting assets or stock of a corporate tenantLessee, unless Tenant is publicly tradedprovided that in each instance the successor to Lessee's interest assumes in full, or fifty percent (50%) or more of the interest in partnership profits of a partnership Tenant (except by reason of death) of a shareholder or partner, any levy or sale on execution or other legal process and every assignment for the benefit of creditorsLessor, adjudication all of the obligations of Lessee under this Lease. As used herein, the phrase "withhold or sale delay unreasonably Lessor's consent" shall not entitle Lessor to demand or receive in bankruptcy exchange therefore or insolvency as a condition thereto an amount or under any sum of rent or other compulsory procedure or order financial consideration not expressly required pursuant to the terms of court. c. No this Lease. Any assignment or subleasesubletting (including, if consented to in the manner aforesaidwithout limitation, an assignment or subletting which does not require Lessor's consent) shall not affect or limit, in any way relieve or release Tenant from way, the liability upon any of the covenants Lessee under the terms of this Lease. Lessee shall not mortgage, and notwithstanding any such assignment pledge or sublease the, responsibility and liability of Tenant hereunder shall continue in full force and effect until the expiration of the term hereby created and any renewals thereof. No assignment or sublease shall be valid unless the assignee or subtenant shall assent to and agree in writing to be bound by all of the covenants and conditions herein contained and unless such assignment or sublease is to a party that will be an actual user of otherwise encumber the Demised PremisesPremises without the prior written consent of Lessor (which consent shall not be unreasonably withheld). Lessor reserves the right to assign its right to receive rents under the terms of this Lease as collateral for loans from time to time.

Assignment and Sublet. a. Tenant, under penalty Section 13 of instant forfeiture, the Lease is hereby deleted and replaced by the following: (a) Tenant shall not assign, mortgage assign this Lease or pledge this Lease, nor underlet any interest herein or sublease sublet the Demised Premises or any portion thereof for the benefit of anyone other than Tenant, or in any other manner convey or transfer all or any part thereof of Tenant’s interest under this Lease (each and all a “Transfer”), without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord’s consent to a proposed assignment or sublet shall not be withheld, provided first that: 1) All covenants, agreements, and obligations of this Lease imposed on Tenant shall have been fully complied with and current at the date Landlord’s consent is requested. 2) The proposed assignee/subtenant establishes to Landlord, to a reasonable certainty, that it has the business, legal and financial ability to perform satisfactorily all of Tenant’s obligations under the Lease. 3) In the event such assignment or sublet is permitted, the same shall be evidenced in writing, properly executed and acknowledged by both assignee/subtenant and assignor, in which writing the assignee/subtenant shall expressly accept, assume and agree to perform for Landlord’s benefit all the terms, conditions and limitations contained in the Lease. 4) Tenant shall pay to Landlord, as a part of Additional Rent, the reasonable costs and fees incurred by Landlord in reviewing any request by Tenant for Landlord’s consent hereunder. (b) Notwithstanding subsection (a) hereinabove, Tenant may transfer all or part of its interest in this Lease or any part of the Demised Premises (a “Permitted Transfer”) to the following types of entities (a “Permitted Transferee”) without the written consent of the Landlord first had or being subject to subsection (a) hereinabove: (1) an Affiliate of Tenant, or (2) to any person or entity which owns and/or operates a movie theatre business with a minimum of 20 screens (a “Third Party Transferee”) and obtained; nor after such written consent Third Party Transferee has been given a net worth equal to or greater than Tenant, in either case provided that Landlord shall any assignee or sublessee assign, mortgage or pledge this Lease or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; have received a copy of the transfer document(s) which shall provide in writing the Third Party Transferee’s acknowledgement and in neither case without such consent shall any such assignment, mortgage, pledge, underletting or sublease be valid. Notwithstanding acceptance of the foregoing, Tenant may assign this Lease or sublet the Demised Premises to a parent or subsidiary corporation without first obtaining the consent of Landlord. b. An assignment within the meaning terms and provisions of this Lease is understood and intended in the case of a transfer to comprehend not only an Affiliate, the voluntary action Tenant shall remain liable for its obligations under the Lease. For purposes of Tenantthis Section 12, but also the direct “Affiliate” means any person or indirect transfer of fifty percent (50%) entity which, directly or indirectly, through one or more of the voting stock of a corporate tenantintermediaries, unless Tenant controls, is publicly tradedcontrolled by, or fifty percent (50%) or more of is under common control with the interest in partnership profits of a partnership Tenant (except by reason of death) of a shareholder or partner, any levy or sale on execution or other legal process and every assignment for the benefit of creditors, adjudication or sale in bankruptcy or insolvency or under any other compulsory procedure or order of courtTenant. c. No assignment or sublease, if consented to in the manner aforesaid, shall in any way relieve or release Tenant from liability upon any of the covenants under the terms of this Lease, and notwithstanding any such assignment or sublease the, responsibility and liability of Tenant hereunder shall continue in full force and effect until the expiration of the term hereby created and any renewals thereof. No assignment or sublease shall be valid unless the assignee or subtenant shall assent to and agree in writing to be bound by all of the covenants and conditions herein contained and unless such assignment or sublease is to a party that will be an actual user of the Demised Premises.

Assignment and Sublet. a. Tenant, under penalty of instant forfeiture, This Lease shall not assignbe assigned nor the premises sublet in whole or in part by Lessee without the prior written consent of Lessor. Lessor hereby agrees not to withhold or delay unreasonably Lessor’s consent to assignment or subletting in the event Lessee requests said consent. Lessor’s consent shall not be required for: (a) an assignment or subletting to the parent or subsidiary company of Lessee; (b) the merger with or consolidation into any other corporation by Lessee or the reorganization or redistribution of the manner by which Lessee is held, mortgage owned or pledge operated; or (c) any other transfer of the Demised Premises, this Lease, nor underlet or sublease the Demised Premises or any part thereof without the written consent of Landlord first had and obtained; nor after such written consent has been given shall any assignee either, occasioned by a consolidation, merger, reorganization or sublessee assignother sale or similar event involving all or, mortgage or pledge this Lease or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; and in neither case without such consent shall any such assignment, mortgage, pledge, underletting or sublease be valid. Notwithstanding the foregoing, Tenant may assign this Lease or sublet the Demised Premises to a parent or subsidiary corporation without first obtaining the consent of Landlord. b. An assignment within the meaning of this Lease is understood and intended to comprehend not only the voluntary action of Tenant, but also the direct or indirect transfer of fifty percent (50%) or more substantially all of the voting assets or stock of a corporate tenantLessee, unless Tenant is publicly tradedprovided that in each instance the successor to Lessee’s interest assumes in full, or fifty percent (50%) or more of the interest in partnership profits of a partnership Tenant (except by reason of death) of a shareholder or partner, any levy or sale on execution or other legal process and every assignment for the benefit of creditorsLessor, adjudication all of the obligations of Lessee under this Lease. As used herein, the phrase “withhold or sale delay unreasonably Lessor’s consent” shall not entitle Lessor to demand or receive in bankruptcy exchange therefore or insolvency as a condition thereto an amount or under any sum of rent or other compulsory procedure or order financial consideration not expressly required pursuant to the terms of court. c. No this Lease. Any assignment or subleasesubletting (including, if consented to in the manner aforesaidwithout limitation, an, assignment or subletting which does not require Lessor’s consent) shall not affect or limit, in any way relieve or release Tenant from way, the liability upon any of the covenants Lessee under the terms of this Lease. Lessee shall not mortgage, and notwithstanding any such assignment pledge or sublease the, responsibility and liability of Tenant hereunder shall continue in full force and effect until the expiration of the term hereby created and any renewals thereof. No assignment or sublease shall be valid unless the assignee or subtenant shall assent to and agree in writing to be bound by all of the covenants and conditions herein contained and unless such assignment or sublease is to a party that will be an actual user of otherwise encumber the Demised PremisesPremises without the prior written consent of Lessor (which consent shall not be unreasonably withheld). Lessor reserves the right to assign its right to receive rents under the terms of this Lease as collateral for loans from time to time.