Common use of Assignment and Subletting Clause in Contracts

Assignment and Subletting. Tenant shall not assign or encumber its interest under this Lease or sublet all or any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees.

Assignment and Subletting. Tenant Xxxxxx agrees not to assign or sublet this Lease without first obtaining on each occasion the consent in writing of Lessor (which consent shall not be unreasonably withheld, conditioned or delayed) and to reimburse Lessor promptly for reasonable legal expenses incurred by Lessor in connection with any request by Lessee for such consent (including, but not limited to, legal expenses incurred in connection with review and negotiation of any such proposed assignment or sublease). Lessee shall not offer or solicit offers to sublease or assign or encumber its interest under this Lease or sublet all the Leased Premises or any portion of thereon on rental terms that are below the Premises then market rental terms without first obtaining Landlord's Lessor’s written consent in writingwhich shall not be unreasonably withheld, conditioned or delayed. This provision If Lessee requests Xxxxxx’s consent to an assignment or subletting, then Lessee shall apply to provide Lessor with a written description of all transfers by operation terms and conditions of lawthe proposal, copies of the proposed documentation, and the following information about the proposed assignee/sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Leased Premises; banking, financial and other credit information; and general references sufficient to all mergers enable Lessor to determine the proposed assignee’s/sublessee’s creditworthiness and changes character. Notwithstanding anything contained herein, one-half of any rent received by Lessee in control excess of Tenantthe Rent payable by Lessee under Lease resulting from an assignment of lease or sublet of space will be paid as Additional Rent to Lessor. In the event Lessee notifies Lessor in writing of its intention to assign or sublet more than 50% of this Lease, Lessor shall have the right within thirty (30) days of receipt of such written notice from Lessee to terminate this Lease with respect to the portion of the Leased Premises intended to be so sublet, and recapture said portion of the Leased Premises with rights of access thereto. Lessee may, without Xxxxxx’s consent, assign this Lease to a corporation or other entity owning a controlling interest in the voting capital stock of Lessee or to a corporation or other entity into which Lessee is merged, provided (a) Lessee gives Lessor prior written notice thereof and (b) such corporation or other entity thereupon assumes in writing all of which shall be deemed assignments for the purposes of this SectionLessee’s obligations hereunder, or sublet to an affiliate. No assignment or subletting shall relieve Tenant in any way impair the continuing primary liability of its obligation to pay rent or perform other obligations required by this LeaseLessee hereunder, and no consent to one assignment any assigning or subletting in a particular instance shall be deemed to be a consent waiver of the obligation to obtain the Lessor’s approval in the case of any further other assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees.

Assignment and Subletting. Except as otherwise expressly provided below, Tenant shall not sublet the Leased Premises or any part thereof or transfer possession or occupancy thereof to any person, firm or entity or transfer or assign all or encumber any part of this lease, nor shall any assignment or subletting hereof be affected by operation of law or otherwise without Landlord’s prior consent, which consent shall not be unreasonably withheld. If Tenant desires to sublet the Leased Premises or if Tenant desires to transfer or assign any of its interest rights under this Lease lease, Tenant shall give to the Landlord 30 days written notice of Tenant’s intention to do so. Any provision of this lease to the contrary notwithstanding, Tenant shall have the right, at any time and from time to time upon 15 days prior written notice to Landlord but without Landlord’s consent to sublet all or a part of the Leased Premises or assign Tenant’s interest in this lease to any subsidiary, parent entity, or affiliate or entity under common control with Tenant or in connection with any merger, consolidation or sale of all or substantially all of the stock or assets of Tenant; provided, that (i) Tenant shall remain primarily liable under this lease, (ii) any proposed assignee or sublessee shall assume, in a written instrument reasonably acceptable to Landlord, all of the obligations and undertakings of Tenant under this lease, (iii) no use shall be employed in connection with the Leased Premises other than the Approved Use; and (iv) Tenant shall not then be in default under this lease, beyond any applicable notice and cure period. If this lease is assigned or if the Leased Premises or any part thereof are sublet or occupied by anybody other than Tenant as permitted above, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount so collected to the Rent due from Tenant under this lease, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of Tenant’s covenants contained in this lease or the acceptance of such assignee, subtenant or occupant as Tenant, or a release of Tenant from further performance by Tenant of its covenants under this lease. Notwithstanding anything to the contrary in this lease, any approved assignment of this lease shall also fully release Tenant from any and all liability under this lease from and after the date of such assignment. Further any such assignee, subtenant, or occupant shall unconditionally pay to Landlord all such rent in the event Landlord delivers notice to such assignee, subtenant, or occupant demanding the payment of rent to be made to Landlord. Such assignee, subtenant, or occupant may unconditionally rely upon any such notice it receives from Landlord and need not inquire or obtain Tenant’s consent thereto. Tenant shall pay or reimburse Landlord for all reasonable costs and expenses (including attorney’s fees and costs) incurred by Landlord in order to complete any such assignment or subletting as permitted under this section. Those costs and expenses shall be deemed to be Additional Rent under this lease. If the Leased Premises are sublet or assigned at a rental rate higher than the Rent required to be paid by Tenant, 50% of the difference between the rental rate due from such subtenant or assignee and the Rent due under this lease shall be paid by Tenant to Landlord after deduction therefrom of any leasing commissions and any alteration expenses actually incurred and paid for by Tenant in connection with such subletting or assignment. In addition to the foregoing, in no event may Tenant sublet all or any portion of the Leased Premises without first obtaining at a rental rate for Base Rent less than the Landlord's consent ’s asking rental rate for comparable space in writingthe Building as determined by Landlord in Landlord’s reasonable discretion. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option right to assign or otherwise transfer any or all of terminating its rights under this Lease and dealing directly with the proposed subtenant lease without Tenant’s approval; provided that such assignee or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment transferee assumes all of the Premises to an existing occupant of the Building, to Landlord’s obligations under this lease whether accruing before or after any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any such assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feestransfer.

Assignment and Subletting. In the event that Tenant shall not desires to encumber this Lease, assign or encumber its interest under this Lease or sublet all or any part of the Premises or grant any license, concession or other right of occupancy of any portion of the Premises without first obtaining Landlord's consent Premises, Tenant shall notify Landlord in writingwriting and shall state the name of the proposed assignee, sublessee or other transferee and the terms of the proposed assignment, sublease or transfer. This provision Tenant shall apply also provide financial information and state and provide information requested by Landlord as to all transfers by operation the nature and character of lawthe business of the proposed assignee, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Sectionsublessee or transferee. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option to retake possession of terminating the Premises and terminate this Lease as of the date on which the proposed assignment, sublease or other transfer was to become effective unless such proposed sublease was for less than 40% of the Premises or for a term shorter than the remaining Lease Term. Landlord must exercise such option to retake the Premises by giving written notice to Tenant within thirty (30) days after receipt of Tenant’s notice or Landlord will be deemed to have rejected its option to retake the Premises. If Landlord fails to exercise its option to retake the Premises or does not have such right, Tenant shall not assign or mortgage this Lease or any right hereunder or interest herein, and Tenant shall not sublet the Premises in whole or in part or grant any license, concession or other right of occupancy of any portion of the Premises, without the prior written consent of Landlord, which consent will not be unreasonably withheld, conditioned or delayed. Any such assignment, mortgage or subletting without such consent shall be void and shall, at the sole option of the Landlord, be deemed an event of default by Tenant under this Lease. Notwithstanding any assignment or subletting consented to by Landlord, Tenant and any guarantor of Tenant’s obligations under this Lease and dealing each assignee shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant’s other covenants and obligations under this Lease. No consent to any assignment or mortgage of this Lease or any subletting of the Premises shall constitute a waiver of the provisions of this Paragraph except as to the specific instance covered thereby. In the event that the monthly rental per square foot of space subleased which is payable by any sublessee to Tenant shall exceed the monthly rental per square foot for the same space payable for the same month by Tenant to Landlord (including any bonuses or any other consideration paid directly or indirectly by the sublessee to Tenant), Tenant shall be obligated to pay one hundred percent (100%) of the amount of such excess to Landlord as additional rent hereunder on the same date it is received by Tenant from the sublessee less reasonable and verifiable costs incurred by Tenant in obtaining the subtenant. In the event Tenant shall receive any consideration from an assignee other than the assumption by the assignee of Tenant’s obligations hereunder, Tenant shall be obligated to pay one hundred percent (100%) of such consideration to Landlord as additional rent hereunder less reasonable and verifiable costs incurred by Tenant in obtaining the assignee on the same date it is received by Tenant. Landlord, at Landlord’s option, may elect to require that rental payable by any sublessee be paid directly to Landlord and offset Tenant’s rent obligations accordingly. At no time during the Lease Term shall Tenant be entitled to advertise the Premises for sublease without the prior written consent of Landlord, such consent not to be unreasonably withheld. If Tenant is a corporation or partnership, an assignment prohibited by this Paragraph 11 shall be deemed to include one or more sales or transfers, by operation of law or otherwise, or creation of new stock or partnership interests, by which a majority of the voting shares of the corporation or interests in the partnership shall be [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. vested in a party or parties who are not owners of a majority of the voting shares or partnership interests of Tenant as of the date hereof; provided, however, that the foregoing provisions of this sentence shall not be applicable if (i) Tenant’s stock is listed on a recognized securities exchange or (ii) at least eighty percent (80%) of Tenant’s stock is owned by a corporation whose stock is listed on a recognized securities exchange. For the purposes hereof, stock ownership shall be determined in accordance with the proposed subtenant principles set forth in section 544 of the Internal Revenue Code of 1986, as amended to the date hereof. Any transfer by operation of law shall also constitute an assignment prohibited by this Paragraph 11. Tenant shall reimburse Landlord, on demand, for its reasonable attorneys’ fees and other expenses incurred in connection with considering any request for Landlord’s consent to an assignment or assignee, or any third partysublease of the Premises. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant following shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If be considered an assignment or subletting transfer prohibited hereunder or which otherwise requires Landlord’s consent: the assignment of this Lease to any successor of Tenant (1) into which or with which Tenant is permittedmerged or consolidated, any cash net profit(2) arising from the transfer of Tenant’s entire interest under this lease made in conjunction with the transfer of a majority of the assets and liabilities of Tenant, or (3) arising from the net value acquisition of any other consideration received by Tenant as a result the assets and liabilities of such transaction shall be paid to Landlord promptly following its receipt another entity by Tenant. ; so long as in each of the general and specific circumstances described in (1), (2) and (3) of this Paragraph 11, the surviving entity shall have a level of creditworthiness equal to or greater than the level of creditworthiness of Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesprior to the applicable level of creditworthiness of Tenant prior to the applicable event.

Assignment and Subletting. A. Tenant shall not have the right to assign or encumber its interest under pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant, without the prior written consent of Landlord, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented (which consent shall not be unreasonably withheld). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Leased Premises without first obtaining if the rent is determined in whole or in part based upon the income or profits derived by the sub-lessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of his Lease. Upon the occurrence of an "event of default" (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord's consent , in writing. This provision shall apply addition to all transfers any other remedies herein provided or provided by operation of law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to all mergers Tenant under such assignment or sublease and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve apply such rent against any sums due to Landlord from Tenant of its obligation to pay rent or perform other obligations required by this Leasehereunder, and no consent to one assignment or subletting such collection shall be construed to constitute a consent to any novation or a release of Tenant from the further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxxperformance of Tenant's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenantobligations hereunder. Tenant shall pay any costs incurred to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesonly where consent is granted by Landlord.

Assignment and Subletting. Tenant shall not, without the prior written consent of Landlord (which shall not be unreasonably withheld or delayed), assign or encumber its interest under this Lease Agreement or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void. If at any time during the Term Tenant desires to assign this Lease Agreement or sublet all or any portion part of the Premises, Tenant shall give notice (and any valid notice must be in writing) to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale depicting the proposed sublease area (recognizing that the one attached as Exhibit “A” meets such criteria), and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms no later than prior to the scheduled expiration of this Lease Agreement, and immediately upon the sooner termination hereof). Landlord may, at its option, exercisable by written notice given to Tenant within forty-five (45) days next following Landlord’s receipt of Tenant’s notice, elect to recapture the Premises if Tenant is proposing to sublet or terminate this Lease Agreement in the event of an assignment. Regardless of Landlord’s consent, no subletting or assignment shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder for the remainder of the then current Lease Term. Landlord shall be entitled to a one-time $250.00 fee for consenting to any sublet or assignment. Provided, however, that at no time shall the use of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall ’s bank affiliates be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If considered an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant (including but not limited to as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord that described in connection with a request for assignment or subletting, including reasonable attorney feesthis Article 9).

Assignment and Subletting. (a) Tenant shall not, without the prior written consent of Landlord, which consent not to be unreasonably withheld (i) assign or encumber its interest under in any manner transfer this Lease or sublet all any estate or interest therein, or (ii) permit any assignment of this Lease or any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers estate or interest therein, by operation of law, or (iii) sublet the leased Premises or any part thereof, or (iv) grant any license, concession or other right of occupancy of any portion of the leased Premises, or (v) permit the use of the leased Premises by any parties other than Tenant, its agents and employees and any such act without Landlord’s prior written consent shall be void and of no effect. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord’s rights as to any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant’s obligations under this Lease shall at all mergers times remain fully responsible and changes liable for the payment of the rent herein specified and for compliance with all of Tenant’s other obligations under this Lease. If an event of default, as hereinafter defined, should occur while the leased Premises or any part thereof are then assigned or sublet, Landlord, in control addition to any other remedies herein provided or provided by law, may at its option collect directly from such assignee or sublessee all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublessee to make such payments of rent directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or sublessee shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of its obligations hereunder. Receipt by Landlord of rent from any assignee, sublessee or occupant of the leased Premises shall not be deemed a waiver of the covenant of this Lease contained against assignment and subletting or a release of Tenant under this Lease. The receipt by Landlord from any such assignee or sublessee obligated to make payments of rent shall be a full and complete release, discharge, and acquittance to such assignee or sublessee to the extent of any such amount of rent so paid to Landlord. Landlord is authorized and empowered, on behalf of Tenant, all to endorse the name of which shall be deemed assignments for the purposes Tenant upon any check, draft, or other instrument payable to Tenant evidencing payment of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assigneerent, or any third party. Notwithstanding part thereof, and to receive and apply the foregoing, Landlord may at its sole discretion withhold consent to proceeds therefrom in accordance with the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systemsterms hereof. Tenant shall not advertise at a rate which is less than mortgage, pledge or otherwise encumber its interest in this Lease or in the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesleased Premises.

Assignment and Subletting. Tenant shall not assign or encumber its interest under this Lease in whole or in part or sublet all or any portion part of the Leased Premises, nor permit other persons to occupy the Leased Premises or any part thereof, nor grant any license or concession for all or any of the Leased Premises, without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and unfettered discretion. Tenant shall provide Landlord with a lease application form completed and signed by prospective subtenant or assignee in the form provided by Landlord and other such financial information as Landlord may request. In the event Landlord approves Tenant’s request to sublet and Tenant sublets the Leased Premises for an amount greater than the amount Tenant is required to pay for said Leased Premises, then all Additional Rent shall accrue and be paid to Landlord. Any consent by Landlord to an assignment of this Lease or subletting shall not constitute a waiver of the necessity of such consent for subsequent assignment or subletting and shall not relieve Tenant or any guarantors of liability hereunder. An assignment for the benefit of Tenant’s creditors or otherwise by operation of law shall not be effective to transfer or assign Tenant’s interest under this Lease unless Landlord shall have first obtaining Landlord's consent consented thereto in writing. This provision shall apply to all transfers by operation Notwithstanding the above, it is understood and agreed that Tenant may assign this Lease without Landlord’s consent, at any time during the term of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment parent corporation of Tenant or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord surviving corporation in connection with a request merger or consolidation or a reorganization, provided however, Tenant shall notify Landlord in writing of any such assignment, and provided assignee accepts full responsibility and liability for assignment or subletting, including reasonable attorney feesall terms and obligations of this Lease.

Assignment and Subletting. A. Tenant shall not assign have the right to assign, encumber or encumber its interest under pledge this Lease or to sublet all the whole or any portion part of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and to all mergers and changes in control of Tenant, all of which such restrictions shall be deemed assignments for binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the purposes right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of this SectionTenant (“Permitted Transferee”). No assignment shall relieve In the event Tenant of its obligation desires to pay rent sublet the Leased Premises, or perform other obligations required by any portion thereof, or assign this Lease, and no consent Tenant shall give written notice thereof to one assignment or subletting shall be Landlord within a consent reasonable time prior to any further assignment or subletting. If Xxxxxx proposes a the proposed commencement date of such subletting or assignment for assignment, which Xxxxxxxx's consent is required, Landlord notice shall have set forth the option name of terminating this Lease and dealing directly with the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any third party. Notwithstanding the foregoingpart thereof are then assigned or sublet, Landlord may Landlord, in addition to any other remedies herein provided or provided by law, may, at its sole discretion withhold consent option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any under such assignment or subletting provided sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the effective rental further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by the any such occupant, user, subtenant or assignee is not less than in any month exceeds the current scheduled rental rate Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Building for comparable space and Leased Premises, then the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result amount of such transaction excess shall be paid to Landlord promptly following its as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees.

Assignment and Subletting. Tenant shall not have the right to sublet, assign or otherwise transfer or encumber this Lease, or any interest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Any attempted assignment, subletting, transfer of encumbrance by Tenant in violation of the terms and covenants of this paragraph shall be void. Any assignee, sublessee or transferee of Tenant's interest in this Lease (all such assignees, sublessees and transferees being hereinafter referred to as "Transferees"), by assuming Tenant's obligations hereunder, shall assume liability to Landlord for all amounts paid to persons other than Landlord by such Transferees to which Landlord is entitled or otherwise in contravention of this Paragraph 15. No assignment, subletting or other transfer, whether or not consented to by Landlord or permitted hereunder, shall relieve Tenant of its interest liability under this Lease or sublet all Lease. If an Event of Default occurs while the Premises or any portion part thereof are assigned or sublet, then Landlord, in addition to any other remedies herein provided or provided by law, may collect directly from such Transferee all rents payable to the Tenant and apply such rent against any sums due Landlord hereunder. No such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. If Landlord consents to any subletting or assignment by Tenant as hereinabove provided and any category of rent subsequently received by Tenant under any such sublease is in excess of the Premises without first obtaining Landlord's consent in writingsame category of rent payable under this Lease, or any additional consideration is paid to Tenant by the assignee under any such assignment, then Landlord may, at its option, declare such excess rents under any sublease or such additional consideration for any assignment to be due and payable by Tenant to Landlord as additional rent hereunder. This provision The following shall apply to all transfers additionally constitute an assignment of this Lease by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments Tenant for the purposes of this Section. No assignment shall relieve Paragraph 15.: (i) if Tenant is a corporation, any merger, consolidation, dissolution or liquidation, or any change in ownership or power to vote of its obligation to pay rent thirty percent (30%) or perform more of Tenant's outstanding voting stock; (ii) if Tenant is a partnership, joint venture or other obligations required entity, any liquidation, dissolution or transfer of ownership of any interests totaling thirty percent (30%) or more of the total interests in such entity; (iii) the sale, transfer, exchange, liquidation or other distribution of more than thirty percent (30%) of Tenant's assets, other than this Lease; or (iv) the mortgage, pledge, hypothecation or other encumbrance of or grant of a security interest by Tenant in this Lease, and no consent to one assignment or subletting shall be of any of Tenant's rights hereunder. For the purposes of this Lease, the merger or sale of a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. division owned by Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate constitute an assignment under this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees.

Assignment and Subletting. Tenant shall not Not without the prior written consent of Landlord to assign this Lease, to make any sublease, or encumber its interest under this Lease or sublet all or any portion to permit occupancy of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers or any part thereof by anyone other than Tenant, voluntarily or by operation of law, and to all mergers and changes law (it being understood that in control of Tenant, all of which no event shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no Landlord consent to one any such assignment, sublease or occupancy if the same is on terms more favorable to the successor occupant than to the then occupant); as additional rent, to reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be a joint and several with the assignee); no consent to any further assignment or sublettingof the foregoing in a specific instance shall operate as a waiver in any subsequent instance. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent to any proposed assignment or subletting is requiredrequired both as to the terms and conditions thereof, Landlord and as to the creditworthiness of the proposed assignee or subtenant and the consistency of the proposed assignee's or subtenant's business with other uses and tenants in the Building. Xxxxxxxx's consent to assignment or subletting by Tenant shall have the option of terminating not be unreasonably withheld, provided that Tenant is not then in default under this Lease and dealing directly with such assignee or subtenant pays therefor the proposed subtenant or assigneegreater of the Annual Rent and additional rent then payable hereunder, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to then fair market rent for the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Premises; and provided further that Landlord shall not unreasonably withhold be deemed unreasonable for withholding its consent to any assignment or subletting provided the effective rental paid by arrangements for which are to be made through any broker other than Landlord or its affiliates. In the event that any assignee or subtenant or assignee is not less than the current scheduled rental rate pays to Tenant any amounts in excess of the Building for comparable space Annual Rent and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profitadditional rent then payable hereunder, or pro rata portion thereof on a square footage basis for any portion of the net value Premises, Tenant shall promptly pay 50% of any other consideration said excess to Landlord as and when received by Tenant as a result of such transaction shall be paid after credit to Landlord promptly following its receipt by Tenant. Tenant shall pay any for all reasonable out-of-pocket costs incurred by Landlord Tenant in connection with therewith. If Tenant requests Xxxxxxxx's consent to assign this Lease or sublet more than 25% of the Premises, Landlord shall have the option, exercisable by written notice to Tenant given within 10 days after receipt of such request, to terminate this Lease as of a request for assignment date specified in such notice which shall not be less than 30 or sublettingmore than 60 days after the date of such notice; If, including reasonable attorney fees.at any time during the Term of this Lease, Tenant is:

Assignment and Subletting. Tenant shall not sublet the whole or any part of the Premises, nor assign this Lease or encumber its any interest under therein (nor may this Lease be assigned by operation of law) to any person whomsoever, without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion for any reason, and any attempted or purported assignment or subletting without Landlord's prior written consent shall constitute a breach of this Lease and shall at Landlord's election be void. If Tenant is a corporation or is an unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate in excess of fifty percent (50%) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding the foregoing provisions of this Article 15, it shall not constitute an assignment or subletting for purposes of this Article 15 for Tenant to assign this Lease or sublet the Premises without Landlord's consent to any corporation or business entity which controls, is controlled by, or is under common control with Tenant, or to any corporation or other business entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all of the assets of Tenant's business as a going concern, provided that the assignee or sublessee assumes in full the obligations of Tenant under the Lease, that Tenant remains fully liable under the Lease, no use of the Premises is made which is not allowed for by the permitted purposes, and Tenant provided prompt written notice to Landlord of such assignment or sublease and the circumstances thereof. Any consent given by Landlord to Tenant to sublet the Premises, or any portion of the Premises without first obtaining Landlord's consent in writing. This provision thereof, or to assign this Lease shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall not be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be construed as a consent to any further other assignment or subletting. If Xxxxxx proposes a subletting , or waiver of Landlord's right to object to or declare void any assignment for or sublease to which Xxxxxxxxlandlord's consent is required, Landlord shall have the option in writing has not been obtained. Any assignment or subletting of terminating this Lease and dealing directly with the proposed subtenant Tenant's interest permitted or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent consented to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, by Landlord shall not unreasonably withhold its consent to in any assignment way release Tenant from any liability or subletting provided obligation assumed under the effective rental paid by the subtenant terms of this Lease. Any sums or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other economic consideration received by Tenant as a result of such transaction assignment or subletting, however denominated under the assignment or sublease, which exceed, in the aggregate, (i) the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased), plus (ii) any real estate brokerage commissions or fees payable in connection with such assignment or subletting, shall be paid to Landlord promptly following its receipt as additional rent under this Lease without affecting or reducing any other obligations of Tenant hereunder. The sums payable hereunder shall be paid to Landlord as and when payable by the assignee or subtenant to Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees.

Assignment and Subletting. Except as herein provided, Tenant shall may not assign this lease in whole or encumber its interest under this Lease or in part, nor sublet all or any portion of the Premises Premises, without first obtaining the prior written consent of Landlord and Ground Lease Landlord's . Further, notwithstanding the foregoing, such consent in writingshall not be required if such assignment or sublease is from Tenant to a wholly owned subsidiary of Tenant or to a wholly owned subsidiary of Tenant’s parent, if any, provided that the Ground Lease Landlord has been consulted and is satisfied with the entity or entities guarantying the assignee’s performance under this Lease. The consent by Landlord or Ground Lease Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. No assignment, under letting, occupancy or collection shall be deemed acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. This provision shall apply to all transfers prohibition against assignment or subleasing includes those by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Landlord, by its acceptance hereof, acknowledges that Tenant may mortgage or collaterally assign its interest in and to all mergers this Lease and changes in control of the leasehold estate created hereunder to institutional lenders providing financing to Tenant, all to Tenant’s parent, if any, or to any subsidiary or affiliate of which shall Tenant provided that in the event of a foreclosure sale any purchaser of such interest must be deemed assignments for approved in advance by the purposes Landlord and Ground Lease Landlord. Notwithstanding any permitted assignment or transfer of this SectionLease or subletting of the Premises, Tenant shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants and conditions hereof or any rents or other sums to be paid hereunder. No assignment shall relieve Tenant acknowledges and agrees that any and all right and interest of its obligation the Landlord in and to pay rent or perform other obligations required by the Premises, and all right and interest of the Landlord in this Lease, and no consent to one assignment may be conveyed, assigned or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have encumbered at the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to Landlord at any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feestime.

Assignment and Subletting. Tenant shall not assign or encumber its interest under hypothecate this Lease or sublet all or any portion part of the Premises without first obtaining the prior written consent of Landlord's consent . If Tenant wishes to assign or sublet the Premises, it shall give notice in writingwriting (by certified mail or by personal delivery) of such intention to Landlord and, thereupon, Landlord shall, within thirty (30) days of receipt of such notice, have the right to unilaterally terminate this Lease or to approve said subletting by written notice to Tenant. This provision shall apply to all transfers If no notice is given by operation of lawLandlord, and to all mergers and changes in control of Tenant, all of which shall Landlord will be deemed assignments for to have elected to approve the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a the assignment or subletting or assignment is approved and rents under the sublease are greater than the rents provided for which Xxxxxxxx's consent is requiredherein, then Landlord shall have the further option of terminating this either (a) to convert the sublease into a prime Lease and dealing directly with receive all of the rents, in which case Tenant will be relieved of further liability hereunder and under the proposed subtenant or assigneesublease, or any third party. Notwithstanding the foregoing(b) to require Tenant to remain liable under this Lease, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with in which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. event Tenant shall not advertise at a rate which be entitled to retain such excess rents. If the assignment or subletting is approved and rents under the sublease are less than the Building's listed rate. If Landlord does not terminate rents provided for herein, Tenant shall remain liable under all the covenants and conditions of this Lease, . Landlord shall not unreasonably may withhold its consent to any assignment proposed assignee or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with which in Landlord's normal standards for judgment (a) would conflict with the Building. If an assignment tenancy, use or subletting is permitted, any cash net profit, or the net value business of any other consideration received by Tenant as tenant or the tenant mix of the Center, (b) has a result net worth and/or credit history inferior to that of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord , or (c) is currently a tenant or negotiating for space in connection with a request for assignment or subletting, including reasonable attorney feesthe Center.

Assignment and Subletting. Tenant shall not assign sublet all or part of the Premises or assign, transfer, mortgage, pledge or encumber its interest under this Lease or sublet any interest therein, without the prior written consent of Landlord, which shall not be unreasonably withheld. Any attempt by Tenant to sublease all or any portion part of the Premises or to assign, transfer or encumber this Lease shall (a) be void and (b) not relieve Tenant from the further performance of its obligations hereunder. Tenant hereby assigns, transfers and conveys to Landlord all amounts received by Tenant (whether denominated as rent or otherwise) pursuant to or in connection with, any such actual or attempted assignment or sublease, whether consented to by Landlord or mandated by judicial intervention, including without first obtaining Landlord's consent limitation any amounts in writing. This provision shall apply to all transfers by operation excess of lawthe Base Rent, and Xxxxxx agrees to all mergers deliver to Landlord such amounts within ten (10) days after receipt. Landlord may collect any such amounts directly from such assignee, subtenant or transferee and changes in control of Tenant, all of which shall be deemed assignments for apply the purposes of this Sectionsame against the Base Rent and Additional Rent due Landlord hereunder. No such collection shall constitute a novation or a release of Tenant from the further performance of Xxxxxx’s obligations hereunder. Any subletting or assignment hereunder shall relieve not release or discharge Tenant of its obligation to pay rent or perform other obligations required by from any liability, whether past, present or future, under this Lease, and no consent Tenant shall continue fully liable thereunder. The subtenant or subtenants or assignee shall agree in a form satisfactory to one Landlord to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease to the extent of the space sublet or assigned, and Tenant shall deliver to Landlord promptly after execution an executed copy of each such sublease or assignment and an agreement of compliance by each such subtenant or assignee. Consent by Landlord to any assignment of this Lease or to any subletting of the Premises shall not be a consent waiver of Landlord’s rights under this Article 10 as to any further subsequent assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees.

Assignment and Subletting. The Tenant shall agrees not assign to assign, transfer, or encumber its interest under mortgage this Lease or any right or interest therein, or sublet all the Leased Premises or any portion part thereof, without the prior written consent of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment or subletting made with the consent of Landlord shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Leasehereunder, and Tenant shall continue to be liable as a principal (and not as a guarantor or surety) to the same extent as though no consent to one assignment or subletting sublease had been made. Consent by Landlord to an assignment or sublease shall not be a construed to be consent to any further additional assignment or subletting. If Xxxxxx proposes Each such successive act shall require similar consent of Landlord. Landlord shall be reimbursed by Tenant for any costs or expenses incurred as a subletting result of Tenant's request for consent to any such assignment or assignment for which Xxxxxxxx's subletting. In the event Tenant subleases the Leased Premises, or any portion thereof, or assigns this Lease with the consent is requiredof the Landlord at an annual Base Rental exceeding that stated herein, such excess shall be paid by Tenant to Landlord as additional rental hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as defined below, if all or any part of the Leased Premises are then assigned or sublet, Landlord may, in addition to any other remedies provided by this Lease or provided by law, collect directly from the assignee or subtenant all rents due to Tenant. Landlord shall have a security interest in all properties on the option Leased Premises to secure payment of terminating such sums. Any collection directly by Landlord from the assignee or subtenant shall not be construed, however, to constitute a novation or release of Tenant from the further performance of its obligations under this Lease and dealing directly with the proposed subtenant or assignee, or any third partyLease. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the subletting or assignment provisions of the Premises to an existing occupant of Bankruptcy Code, 11 U.S.C. (S) 101 et esp. (the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted"Bankruptcy Code"), any cash net profit, and all monies or the net value of any other consideration received by Tenant as a result of considerations payable or otherwise to be delivered in connection with such transaction assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly following its receipt by Tenantpaid or delivered to Landlord. Tenant Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall pay any costs incurred by be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord in connection with a request for assignment or subletting, including reasonable attorney feesan instrument confirming such assumption.

Assignment and Subletting. A. Tenant shall not have the right to assign or encumber its interest under pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant, without the prior written consent of Landlord, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented (which consent shall not be unreasonably withheld). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Leased Premises without first obtaining if the rent is determined in whole or in part based upon the income or profits derived by the sub-lessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of his Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord's consent , in writing. This provision shall apply addition to all transfers any other remedies herein provided or provided by operation of law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to all mergers Tenant under such assignment or sublease and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve apply such rent against any sums due to Landlord from Tenant of its obligation to pay rent or perform other obligations required by this Leasehereunder, and no consent to one assignment or subletting such collection shall be construed to constitute a consent to any novation or a release of Tenant from the further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxxperformance of Tenant's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenantobligations hereunder. Tenant shall pay any costs incurred to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesonly where consent is granted by Landlord.

Assignment and Subletting. Tenant Not without prior written consent of Landlord (which consent shall not be unreasonably withheld or delayed by Landlord) to assign this Lease, to make any sublease, or encumber its interest under this Lease or sublet all or any portion to permit occupancy of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers or any part thereof by anyone other than Tenant, voluntarily or by operation of law, and to all mergers and changes in control of Tenantit being understood that Tenant shall, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Leaseas additional rent, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to reimburse Landlord promptly following its receipt by Tenant. Tenant shall pay any costs for reasonable legal and other expenses incurred by Landlord in connection with a any request by Tenant for consent to assignment or subletting. No assignment or subletting shall affect the continuing primary liability of Tenant (which, including following assignment, shall be joint and several with the assignee). No consent to any of the foregoing in a specific instance shall operate as waiver in any subsequent instance. If Tenant requests Landlord's consent to assign this Lease or sublet more than forty percent (40%) of the Premises, Landlord shall have the option, exercisable by written notice to Tenant given within thirty (30) days after receipt of such request, to terminate this Lease as of a date specified in such notice which shall be not less than forty-five (45), or more than sixty (60) days after the date of such notice, and any rental received by Tenant from sub-tenant must be remitted to Landlord, provided, however, in the event Landlord notifies Tenant of its right to recapture as aforesaid, Tenant shall have the right, exercisable by written notice within fifteen (15) days of receipt of Landlord's notice, to withdraw its request to so assign or sublet the Premises. Landlord and Tenant hereby further agree that if Landlord approves a sublease or assignment with a total rentable amount greater than the total rent due from Tenant to Landlord under this Lease, then Tenant shall pay to Landlord forthwith upon Tenant's receipt of each such installment of such excess rent during the term of any approved sublease or assignment, as additional rent hereunder, an amount equal to fifty percent (50%) of the positive excess between all fixed rent and additional rent received by Tenant under the sublease or assignment (after reimbursement to Tenant of all reasonable brokerage fees, reasonable attorney fees., reasonable tenant improvement allowances and any other subletting costs reasonably incurred by Tenant) and the Fixed Rent and additional rent to Landlord under this Lease. In the event the sublease is less than the full Premises hereunder, the above rent adjustment shall be equally prorated on a square foot basis. Notwithstanding the foregoing, Tenant shall have the right, without Landlord's consent, to sublet, assign or otherwise transfer its interest in this Lease to any parent, affiliate or operating subsidiary of Tenant, or subsidiary or affiliate of Tenant's parent, or to a corporation with which it may merge or consolidate, provided, however, that such sublessee, assignee, or transferee agrees to be bound by all the terms and provisions of this Lease and written documentation evidencing same is provided to Landlord. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any other person having interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Premises which provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession use, occupancy or utilization of any part of the Premises,

Assignment and Subletting. If Tenant desires to assign this lease or sublet the Premises or any part thereof, Tenant shall not assign or encumber its interest under this Lease or sublet all or any portion give Landlord written notice of such desire together with the name of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation proposed assignee or sublessee, a detailed description of lawits business, and current financial information about it in sufficient detail to all mergers and changes in control allow Landlord to assess the financial condition of Tenant, all of which shall be deemed assignments for the purposes of this Sectionsuch proposed assignee or sublessee. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided subletting. Landlord will consider the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate financial condition of the Building for comparable space proposed assignee and/or sublessee and will compare such financial condition to Tenant's financial condition as of December 31, 2000, as reflected in Tenant's audited financial statement(s). Tenant shall give such notice and information to Landlord at least 30 days prior to the proposed date on which Tenant is compatible with desires to make such assignment or sublease. For the purposes hereof, transfer of more than half of the stock or other voting control of Tenant shall be deemed to constitute an assignment of this Lease. Landlord shall, within 10 days following receipt of such notice, notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign this lease or sublet such space, or (ii) refuse to permit Tenant to assign this lease or sublet such space. If Landlord should fail to notify Tenant in writing of such election within such thirty-day period, Landlord shall be deemed to have elected (ii) above. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's normal standards for the Building. If an assignment or subletting is permitted, rights as to any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenantsubsequent assignments and sublettings. Tenant shall pay any all costs incurred by Landlord in connection with a request for the foregoing provisions including without limitation legal fees, construction costs to reconfigure the Premises, and credit checks. Notwithstanding any assignment or subletting, including reasonable attorney feesTenant and any guarantor of Tenant's obligations under this lease shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations under this lease. Moreover, if the rental or other consideration (or a combination of the rental and any bonus or other consideration therefor or incident thereto) due and payable to Tenant by an assignee or sublessee exceeds the rental payable under this lease (appropriately prorated in the case of a sublease of less than all of the Premises), then Tenant shall be bound and obligated to pay Landlord (after deduction of the standard brokerage commission paid to the broker representing the pertinent sublessee, if in fact such a commission is paid, and any alteration costs) fifty percent (50%) of all such excess rental and other excess consideration within ten (10) days after receipt thereof by Tenant. Finally, upon any assignment or subletting all rentals paid to Tenant by an assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord. If Landlord transfers and assigns its interest in this lease and the Building containing the Premises, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such obligations. Tenant shall not mortgage, pledge or otherwise encumber its interest in this lease or in the Premises. Notwithstanding anything contained herein to the contrary, Tenant agrees not to sublease any of its Premises or assign its lease to any lawyers or law firms in the event Xxxxxx and Xxxxx is a tenant in the Building.

Assignment and Subletting. Except with respect to Permitted Transfers, Tenant shall not assign assign, sublease, transfer or encumber its interest under this Lease or sublet any interest therein (any assignment, sublease, transfer, or encumbrance is referred to herein as a “Transfer”) without Landlord’s prior written consent, which consent shall not be unreasonably withheld. Landlord’s consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers. With respect to any assignment and any subletting, Tenant shall pay to Landlord, immediately upon receipt thereof, one-half of all or any compensation received by Tenant for such Transfer that exceeds the Base Rental allocable to the portion of the Premises covered thereby after Tenant recovers from such excess Tenant’s reasonable and actual out-of-pocket expenses incurred in assigning or subletting the space for brokerage commissions, legal fees, advertising costs, tenant improvements and other customary tenant inducements. If no Event of Default has occurred and is continuing, Tenant may assign this Lease without first obtaining Landlord's the prior written consent in writing. This provision shall apply of Landlord (i) to all transfers by operation a parent of law, and to all mergers and changes in control Tenant or a subsidiary of Tenant, (ii) in connection with the merger, acquisition, consolidation or reorganization of Tenant, (iii) the sale or offering of capital stock of Tenant, or (iv) the sale of all or substantially all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this LeaseTenant’s assets, and no consent to one assignment or subletting shall be a consent so long as, with respect to any further assignment referred to in the preceding clauses (i) through (iv), the assignee has the creditworthiness and financial wherewithal that is equal to or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have greater than Tenant’s on the option date of terminating this Lease and dealing directly intends to use the Premises in a comparable manner to Tenant’s use. Any assignment or sublease must be in writing and Tenant shall have provided Landlord with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment copy of the Premises to an existing occupant executed copy of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided sublease within ten days after the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result date of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment sublease or subletting, including reasonable attorney feesassignment.

Assignment and Subletting. Except as provided in this Article, Tenant shall not, without Landlord’s consent (a) assign (by operation of law or otherwise), encumber or otherwise transfer this lease or any interest in this lease, or (b) sublet or permit others to occupy all or any part of the Premises (whether for desk space, mailing privileges or otherwise). The transfer, redemption or issuance (by one or more transactions) of ownership interests of Tenant, any Guarantor or any direct or indirect parent of Tenant or any Guarantor which results in 50 percent or more of the ownership interests of that person being held by persons who did not assign hold 50 percent or encumber its interest more of those ownership interests on the date of this lease shall be considered an assignment of this lease which requires Landlord’s consent, unless such ownership interests are publicly traded on a national stock exchange or over the counter market. Landlord’s consent to an assignment, subletting or occupancy shall not relieve Tenant from any liability under this Lease lease or from obtaining Landlord’s consent to any further assignment, subletting or occupancy. If Tenant desires to assign this lease or sublet all or any portion substantially all of the Premises without first obtaining Landlord's consent in writing. This provision Premises, Tenant shall apply to all transfers by operation of law, and to all mergers and changes in control give Landlord notice of Tenant, all of which ’s desire and the desired effective date. Tenant’s notice shall be deemed assignments for the purposes an offer from Tenant to Landlord whereby Landlord may, at Landlord’s option, by notice to Tenant at any time within 30 days after Landlord’s receipt of Tenant’s notice, terminate this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed ratelease. If Landlord does not timely exercises its option to terminate this Leaselease, Landlord the term of this lease shall expire effective on the later of (a) the effective date set forth in Tenant’s notice or (b) 120 days following Landlord’s receipt of Tenant’s notice. Landlord’s option set forth in this Section to terminate this lease shall not unreasonably withhold its consent apply to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord this lease in connection with a request for merger or consolidation, the transfer of all or substantially all of a person’s assets or the transfer, redemption or issuance (by one or more transactions) of ownership interests, unless this lease is the primary asset of the assignor. If (a) Landlord does not timely exercise Landlord’s option pursuant to Section 16.2, and Tenant, within 180 days following Tenant’s notice under Section 16.2, desires to consummate an assignment of this lease or a sublease of all or substantially all of the Premises (any such transaction following that 180 day period shall first require another offer pursuant to Section 16.2), or (b) Tenant desires to sublet less then substantially all of the Premises (provided the Premises is not on the street level), or (c) Tenant desires to assign this lease in connection with a transaction excluded from Landlord’s option set forth in Section 16.2, Tenant shall give Landlord notice of Tenant’s desire, accompanied by (i) an executed original of the proposed assignment (with an assumption of this lease signed by the assignee) or sublease, the effective or commencement date of which must be at least 30 days after the giving of Tenant’s notice, and all other documents related to the assignment or sublettingsublease, (ii) a reasonably detailed description of the proposed assignee or subtenant and its principals, the nature of its business and its proposed use of the Premises, and (iii) current financial information with respect to the proposed assignee or subtenant, including reasonable attorney fees.its most recent financial statements (and Tenant shall promptly deliver to Landlord such additional information as Landlord reasonably requests). Landlord’s consent to the proposed assignment or sublease shall not be unreasonably withheld or delayed (and if not given or denied within 30 days following Landlord’s receipt of Tenant’s notice and the required information shall be deemed given), if:

Assignment and Subletting. Tenant shall not assign this Lease or encumber any interest therein, or sublet the Premises or any portion thereof or permit other persons to occupy the Premises or any part thereof, or grant any license or concession for all or any part of the Premises, without the prior written consent of Landlord, which consent may be granted or withheld in the sole and absolute discretion of Landlord, and no permitted assignment or subletting shall relieve Tenant of Tenant's covenants and agreements hereunder. No assignment or transfer of this Lease may be effected by merger, consolidation, dissolution, operation of law or otherwise without the prior written consent of Landlord, which consent may be granted or withheld in the sole and absolute discretion of Landlord. The consent of Landlord to any one assignment or sublease pursuant hereto shall not be deemed to be a waiver of the provisions of this Section with respect to any subsequent assignment or sublease. Each such permitted sublease or assignment shall expressly be made subject to the provisions of this Lease, including without limitation, the use provisions hereof. No assignment or sublet may violate any then existing exclusive uses of other tenants in the Shopping Center or restrictions otherwise binding on tenants of the Shopping Center nor the primary use of any other tenant in the Shopping Center. If Tenant assigns its interest rights and interests under this Lease, the assignee under such assignment shall expressly assume all of the obligations of Tenant hereunder, but such assignment and assumption shall not amend or otherwise affect any of the rights of Landlord under this Lease nor shall it affect or sublet all or reduce any portion of the obligations of Tenant hereunder, and all such obligations shall continue in full effect as obligations of a principal and not as obligations of a guarantor or surety to the same extent as though no assignment had been made. If Tenant shall assign this Lease or sublease the Premises without first obtaining for rent or other consideration in excess of the rent payable hereunder, Landlord shall receive all such excess rent or other consideration as additional rent hereunder. The assignee or sublessee shall be required to make all payments due to Landlord and Landlord shall thereafter, in a prompt manner, remit to Tenant any amounts that may be due Tenant. Tenant shall, concurrently with the execution and delivery of any such permitted assignment or sublease, deliver a duplicate original thereof to Landlord's consent in writing. This provision shall apply to all transfers If Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary or by operation of law, and to all mergers and changes of partners owning a controlling interest in control Tenant shall be deemed a voluntary assignment of this Lease. If Tenant is a corporation, then any dissolution, merger, consolidation or other reorganization of Tenant, all or any sale or transfer of which a controlling interest of the capital stock of Tenant, shall be deemed assignments for an assignment of this Lease. A sale of substantially all of the purposes merchandise on the Premises to one purchaser shall be treated as and deemed to be an assignment of this Lease within the foregoing provisions of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees.

Assignment and Subletting. Tenant shall 25.01 Lessee covenants and agrees not to encumber or mortgage Lessee’s leasehold interest hereunder nor assign or encumber its interest under this Lease or sublet all or any portion part of the Premises without the prior written consent of Lessor, which consent will not be unreasonably withheld. If Lessor consents to an assignment or subletting, the assignee or sublessee shall first obtaining Landlord's consent be obligated to assume, in writing, all of the obligations of Lessee under this Lease and Lessee shall, for the full term of this Lease, continue to be jointly and severally liable with such assignee or sublessee for the payment of the Rent, additional rent, any other sums due by Lessee under this Lease and the performance of all obligations required by Lessee under this Lease. This provision However, in the event the approved assignee is of greater financial standing than Lessee, as determined within the reasonable discretion of Lessor, Lessee may seek to be released from its continuing, joint obligation. Such request shall apply be made by Lessee in writing no earlier than one (1) year following the date of assignment and will only be permitted if no uncured defaults have occurred and are outstanding under the Lease from the date of the assignment to all transfers the date of Lessee’s request. In no event shall Lessee assign or sublet the Premises for any terms, conditions and covenants other than those contained herein. In no event shall this Lease be assigned or be assignable by operation of lawlaw or by voluntary or involuntary bankruptcy proceedings or otherwise, and to all mergers and changes in control of Tenant, all of which no event shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third partyrights or privileges hereunder, be an asset of Lessee under bankruptcy, insolvency or reorganization proceedings. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its Should Lessor consent to any assignment or subletting provided sublease, any economic benefit that is derived shall be for the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate account of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesLessor.

Assignment and Subletting. Tenant shall agrees not to assign or encumber its interest under this Lease ------------------------- or any interest therein nor to sublet the whole or any part of the Premises unless and until the area encompassed by the proposed sublease or assignment is first offered in writing to Landlord for a period of ten (10) days, with Landlord having the option to take said proposed assigned or sublet space for its own account and to relet the same for its own account and proportionately abating Tenant's rent during the term of said proposed sublease or assignment. If Landlord chooses not to exercise this option, Tenant with Landlord's written consent first obtained may sublet or assign all or any a portion of the Premises without Premises, providing the proposed sublessee or assignee first obtaining Landlord's consent pays in writing. This provision shall apply advance two months' rent which will be applied to all transfers by operation the rent due during the last two months of lawthe proposed subleasing or assignment and provided further that, and to all mergers and changes in control the event said sublessee or assignee pays rent (or other form of compensation however designated) greater than that due from Tenant, all of which said excess shall be deemed assignments for paid over to Landlord by Tenant as received and the purposes of this Section. No assignment same shall relieve constitute additional rent due Landlord from Tenant of its obligation to pay rent or perform other obligations required by under this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent Consent to any assignment or subletting shall apply only in the given instance and a further assignment or subletting by Tenant or its assignee or subtenant shall be made only after obtaining Landlord's prior written consent as provided in Section 8. Nothing contained herein will obligate Landlord to consent to any proposed assignment or sublease if the effective rental paid by the subtenant proposed sublessee or assignee is does not less than meet Landlord's reasonable financial criteria or would otherwise be considered an undesirable tenant, because of its business or business reputation, the current scheduled rental rate character of the Building for comparable space and the proposed types and mix of other tenants. Upon any subletting, nothing contained herein shall be construed to relieve Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid its obligations contained in this Lease including, without limitation, the obligation to Landlord promptly following its receipt by Tenantpay rent. Tenant shall pay any costs incurred by Landlord in connection with not require Landlord's consent to sublease Premises or assign the lease to a request for assignment bona fide subsidiary or subletting, including reasonable attorney feesaffiliate of the Tenant.

Assignment and Subletting. Tenant Subtenant shall not have the right to assign this Sublease or encumber its interest under this Lease or sublet sub-sublease all or a portion of the Subleased Premises in accordance with Article 14 (Assignment and Subletting) of the Original Master Lease which (except as noted in Section 6.5(a) above) is incorporated herein, subject to (x) the approval of Sublandlord, which approval shall be granted or withheld in the manner described in the Master Lease with respect to Landlord’s rights to approve assignments or subleases, and (y) the approval of Landlord pursuant to the Master Lease. Subtenant expressly acknowledges that any deemed consent by Sublandlord to a proposed sub-sublease of any portion of the Subleased Premises without first obtaining Landlord's consent following Sublandlord’s failure to respond to a second (2nd) notice from Subtenant as described in writing. This provision shall apply to all transfers Section 14.2 of the Original Master Lease (as incorporated herein by operation of law, and to all mergers and changes in control of Tenant, all of which shall reference) will not be deemed assignments for the purposes to constitute consent (or deemed consent) of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space sublease. Subtenant shall pay all fees and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid costs payable to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord pursuant to the Master Lease in connection with a any proposed assignment, sub-sublease or transfer of the Subleased Premises, together with all of Sublandlord’s reasonable out-of-pocket costs relating to Subtenant’s request for assignment such consent, regardless of whether such consent is granted, and the effectiveness of any such consent shall be conditioned upon Landlord’s and Sublandlord’s receipt of all such fees and costs. Subtenant shall have the benefits of Section 14.8 (Permitted Transfers) of the Original Master Lease. For the purpose of this Sublease, any sale or sublettingtransfer of Subtenant’s capital stock, including reasonable attorney feesredemption or issuance of any additional stock of any class or the trading of any of Subtenant’s stock if Subtenant is a publicly traded company shall not be deemed an assignment, subletting or any other transfer of this Sublease or the Subleased Premises so long as such transaction does not constitute a “Transfer” pursuant to Section 14.6 of the Original Master Lease. Moreover, none of the following shall be deemed an assignment, subletting or any other transfer of this Sublease or the Subleased Premises so long as such transaction does not constitute a “Transfer” pursuant to Section 14.6 of the Original Master Lease: (i) a sale of corporate shares of capital stock in Subtenant in connection with an initial public offering of Subtenant’s stock on a nationally-recognized stock exchange, or (ii) the issuance of any stock preferences or other equity interests of Subtenant in connection with raising additional financing or capital. The terms of the immediately preceding two (2) sentences will not be deemed to bind Landlord or restrict Landlord’s ability to construe any transaction as a Transfer in accordance with the terms of the Master Lease.

Assignment and Subletting. A. Tenant shall will not assign assign, transfer, mortgage, or encumber its interest under this Lease or sublet all or rent (or permit occupancy or use of) the Demised Premises, or any portion part thereof, without obtaining the prior written consent of the Premises without first obtaining Landlord's consent in writing. This provision , which shall apply to all transfers not be unreasonably withheld, nor shall any assignment or transfer of this Lease be effectuated by operation of lawlaw or otherwise, and to all mergers and changes in control without the prior written consent of TenantLandlord, all of which shall not be deemed assignments for unreasonably withheld. It is acknowledged and agreed by the purposes parties that Tenant’s allowing clients to come in to use Tenant’s facility at the Demised Premises on a temporary basis but with no possessory rights shall not be considered an assignment or subletting. Landlord may require Tenant to obtain and submit current financial statements of this Sectionany proposed subtenant or assignee prior to granting its consent. No assignment In the event of an assignment, Tenant shall relieve Tenant pay to Landlord a fee to cover accounting costs, plus any legal fees incurred by Landlord as a result of its obligation the assignment. The consent by Landlord to pay rent or perform other obligations required by this Lease, and no consent to one any assignment or subletting shall not be construed as a waiver or release of Tenant from the terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee, subtenant, or occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease, nor shall any such assignment or subletting be construed to relieve Tenant from obtaining the written consent of Landlord to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is requiredIn the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord shall have the option of terminating this Lease rent due from any subtenant and dealing hereby authorizes each such subtenant to pay said rent directly with the proposed subtenant or assignee, or any third partyto Landlord. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to require an additional security deposit from the subletting assignee or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result condition of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesconsent.

Assignment and Subletting. Tenant Except as otherwise set forth herein, not to assign, transfer, mortgage or pledge this Lease or to sublease (which term shall not assign be deemed to include the granting of concessions and licenses and the like) all or encumber its interest any part of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred or sublet all encumbered, in whole or any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers part, whether voluntarily, involuntarily or by operation of law, or permit the occupancy of the Premises by anyone other than Tenant without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. The Landlord shall respond to Tenant’s written request within ten (10) business days after receipt by Landlord of all information and materials reasonably required by Landlord. In the event Tenant desires to assign this Lease or sublet any portion or all mergers and changes of the Premises, Tenant shall notify Landlord in control writing of Tenant’s intent to so assign this Lease or sublet the Premises and the proposed effective date of such subletting or assignment, all of which and shall request in such notification that Landlord consent thereto. Landlord’s consent shall not be deemed assignments unreasonably withheld, conditioned or delayed to an assignment or to a subletting, provided that the assignee or subtenant shall use the Premises only for the purposes Permitted Uses, the proposed assignee or subtenant has sufficient financial resources to discharge its obligations under the Lease assignment or sublease agreement and the proposed transfer agreement, and the proposed assignment or sublease shall not, in Landlord’s reasonable judgment, cause harm to the Property or harm to the reputation of this Sectionthe Building or the Property. No Tenant shall, as Additional Rent, reimburse Landlord promptly for Landlord’s reasonable legal expenses incurred in connection with any request by Tenant for such consent. If Landlord consents thereto, no such subletting or assignment shall relieve in any way impair or release the Tenant from the continuing primary liability of its obligation to pay rent or perform other obligations required by this LeaseTenant hereunder, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the Landlord’s written approval in case of any other subletting or assignment. Notwithstanding anything to the contrary provided for which Xxxxxxxx's consent is requiredherein, Landlord subject to approval by Massport and provided that no event of Tenant default hereunder then exists beyond any applicable grace or cure period, Tenant shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent right (A) to the subletting or assignment sublease up to 12,000 rentable square feet of the Premises to an existing occupant for the first three (3) years of the BuildingTerm, without Landlord’s approval and (B) to sublease or assign the Premises under this Lease, without Landlord’s approval, to any prospective tenant with which the Landlord parent or Landlord's agents have negotiated within the previous six (6) monthsaffiliate, or where in the event of any sublease will require corporate merger, consolidation, or sale of assets or stock, but after Tenant provides thirty (30) days prior written notice thereof to Landlord, PROVIDED that: (i) any changes successor to Tenant pursuant hereto has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (x) the net worth of Tenant immediately prior to such merger, consolidation, or transfer, or (y) the net worth of Tenant on the date of the Lease; (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any building systems. such transaction; and (iii) the any assignee agrees directly with Landlord to be bound by all the obligations of the Tenant shall not advertise at a rate which is less than hereunder, including, without limitation, the Building's listed rateobligation to pay rent and other amounts provided for under this Lease. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to for any assignment or subletting provided sublease consented to by Landlord hereunder Tenant receives rent or other consideration, either initially or over the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate term of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permittedsublease, any cash net profitin excess of the rent called for hereunder, or in case of sublease of part, in excess of such rent fairly allocable to the net value 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 any Tenant in connection with the assignment or sublease, to pay to Landlord as Additional Rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following after its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesreceipt.

Assignment and Subletting. The Tenant shall agrees not assign to assign, transfer, or encumber its mortgage this lease or any right or interest under this Lease therein, or sublet all the Leased Premises or any portion part thereof, without the prior written consent of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment or subletting made with the consent of Landlord shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Leasehereunder, and Tenant shall continue to be liable as a principal (and not as a guarantor or surety to the same extent as though no consent to one assignment or subletting sublease had been made. Consent by Landlord to an assignment or sublease shall not be a construed to be consent to any further additional assignment or subletting. If Xxxxxx proposes Each such successive act shall require similar consent of Landlord. Landlord shall be reimbursed by Tenant for any costs or expenses incurred as a subletting result of Tenant's request for consent to any such assignment or assignment for which Xxxxxxxx's subletting. In the event Tenant subleases the Leased Premises, or any portion thereof, or assigns this Lease with the consent is requiredof the Landlord at an annual Base Rental exceeding that stated herein, such excess shall be paid by Tenant to Landlord as additional rental hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as defined below, if all or any part of the Leased Premises are then assigned or sublet, Landlord may, in addition to any other remedies provided by this lease or provided by law, collect directly from the assignee or subtenant all rents due to Tenant. Landlord shall have a security interest in all properties on the option Leased Premises to secure payment of terminating such sums. Any collection directly by Landlord from the assignee or subtenant shall not be construed, however, to constitute a novation or a release of Tenant from the further performance of its obligations under this Lease and dealing directly with the proposed subtenant or assignee, or any third partylease. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the subletting or assignment provisions of the Premises to an existing occupant of Bankruptcy Code, 11 U.S.C. Section 101 et esq. (the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted"Bankruptcy Code"), any cash net profit, and all monies or the net value of any other consideration received by Tenant as a result of considerations payable or otherwise to be delivered in connection with such transaction assignment shall be paid or delivered to Lessor, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly following its receipt by Tenantpaid or delivered to Landlord. Tenant Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall pay any costs incurred by be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord in connection with a request for assignment or subletting, including reasonable attorney feesan instrument confirming such assumption.

Assignment and Subletting. A. Tenant shall not have the right to assign or encumber its interest under pledge this Lease or to sublet the whole or any part of the leased premises, whether voluntarily or by operation of law, or permit the use or occupancy of the leased premises by anyone other than Tenant, without the prior written consent of Landlord, such consent not to be unreasonably withheld, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. In the event Tenant desires to sublet the leased premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Premises without first obtaining leased premises if the rent is determined in whole or in part based upon the income or profits derived by the sublessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of his Lease. Upon the occurrence of an "event of default" (as hereinafter defined), if the leased premises or any part thereof are then assigned or sublet, Landlord's consent , in writing. This provision shall apply addition to all transfers any other remedies herein provided or provided by operation of law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to all mergers Tenant under such assignment or sublease and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve apply such rent against any sums due to Landlord from Tenant of its obligation to pay rent or perform other obligations required by this Leasehereunder, and no consent to one assignment or subletting such collection shall be construed to constitute a consent to any novation or a release of Tenant from the further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxxperformance of Tenant's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenantobligations hereunder. Tenant shall pay any costs incurred to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesonly where consent is granted by Landlord.

Assignment and Subletting. 7.1 Tenant shall not sublet or permit occupancy of (collectively "sublease") the Premises or part thereof, or assign or encumber its interest otherwise transfer (collectively "assign") this Lease or any of Tenant's rights or obligations, without Landlord's prior written consent, which consent shall not be unreasonably withheld or conditioned. If Landlord fails to respond to Tenant's request for such consent within ten business days after receipt of the information specified in Section 7.3, then Landlord shall be deemed to have granted such consent. No assignment of this Lease may be effected by operation of law without Landlord's prior written consent. Any assignment or sublease, Landlord's consent thereto or Landlord's collection of rent from any assignee or subtenant shall not be construed as (a) a waiver or release of Tenant from liability hereunder, or (b) relieving Tenant, any assignee or subtenant from the obligation of obtaining Landlord's prior written consent to any other assignment or sublease. Tenant assigns to Landlord any amount due from any assignee or subtenant as security for performance of Tenant's obligations pursuant to this Lease. Tenant directs each such assignee or subtenant to pay such amount directly to Landlord if such assignee or subtenant receives written notice from Landlord specifying that Tenant is in default under this Lease or sublet all or any portion of the Premises without first obtaining and that such amount shall be paid directly to Landlord. Each assignee and subtenant shall pay as so directed. Landlord's consent in writingcollection of such amount shall not be construed as an acceptance of such assignee or subtenant as a tenant or as a permitted assignee or subtenant. This provision shall apply Tenant's obligations pursuant to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which this Lease shall be deemed assignments for the purposes of this Sectionto extend to any subtenant or assignee. No assignment Tenant shall relieve Tenant of its obligation cause each subtenant or assignee to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting comply with such obligations. Any assignee shall be a consent deemed to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating assumed obligations as if such assignee had originally executed this Lease and dealing directly with the proposed subtenant or assignee, or any third partyat Landlord's request shall execute promptly a document confirming such assumption. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent Each sublease is subject to the subletting condition that if the Lease Term is terminated or assignment Landlord succeeds to Tenant's interest in the Premises by voluntary surrender or otherwise, at Landlord's option the subtenant shall be bound to Landlord for the balance of the Premises term of such sublease and shall attorn to an existing occupant and recognize Landlord as its landlord under the then executory terms of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systemssuch sublease. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate mortgage this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Lease without Landlord's normal standards for the Building. If an assignment prior written consent, which consent may be granted or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenantwithheld in Landlord's sole and absolute discretion. Tenant shall pay any the costs (including reasonable attorneys' fees not to exceed $500.00 per request) incurred by Landlord in connection with a Tenant's request for assignment Landlord to consent to any assignment, sublease or subletting, including reasonable attorney feesmortgage.

Assignment and Subletting. A. Tenant shall not assign have the right to assign, sublet, transfer or encumber its interest under this Lease or sublet all lease, or any portion interest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the Premises without first obtaining terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord's consent , whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing. This provision shall apply to all transfers by operation of law, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to all mergers and changes in control Landlord. Any assignment, subletting or other transfer of Tenant, all of which 's interest in this lease shall be deemed assignments for an amount equal to the purposes then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this SectionParagraph. No assignment assignments, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its obligation liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, if the premises or any part thereof are then assigned or sublet, Landlord, in addition to pay any other remedies herein provided, or provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent or perform other obligations required by this Leaseagainst any sums due to Landlord from Tenant hereunder, and no consent to one assignment or subletting such collection shall be construed to constitute a consent to any novation or a release of Tenant from the further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxxperformance of Tenant's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesobligations hereunder.

Assignment and Subletting. Tenant shall may not assign or encumber otherwise transfer its interest under in this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord, which Landlord may refuse in its sole discretion. Tenant shall notify Landlord thirty (30) days in advance of its intent to transfer, assign or sublet all or any portion of the Premises without first obtaining and shall, at the time Tenant requests Landlord's consent approval, provide Landlord with financial information on the proposed assignee or subtenant. In any event, Tenant shall reimburse Landlord for fees and expenses incurred by Landlord (including expert and attorneys' fees) in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to reviewing any further proposed assignment or subletting. If Xxxxxx In the event of any such assignment or subletting, Tenant shall nevertheless at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Tenant's other obligations under the terms, conditions and covenants of this Lease. No assignment or subletting of the Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant delivers to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all of Tenant's obligations under this Lease. Upon the occurrence of an event of default after the expiration of any applicable notice and cure period herein, if all or any part of the Premises are then assigned or sublet, Landlord, in addition to any other remedies provided by this Lease or by law, may, at its option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of the assignment or subletting. Any collection by Landlord from the assignee or subtenant shall not be construed to constitute a novation or release of Tenant from the further performance of its obligations under this Lease. Any rents received by Tenant from the assignment or subletting of the Premises which exceed rents payable by Tenant hereunder shall be immediately paid to Landlord as additional compensation. Landlord shall, at its option, have the right to recapture all or any part of the Premises Tenant proposes a subletting to assign or assignment for which Xxxxxxxx's consent is requiredsublet upon notice from Tenant of its intent to assign or such sublet part of the Premises. Notwithstanding the preceding to the contrary, Landlord Tenant shall have the option right, without the prior written consent of terminating this Landlord, to transfer or assign the Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of sublet the Premises to an existing occupant any entity controlling, controlled by or under the common control of the Building, to any prospective tenant with which the Landlord Tenant or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment sale of stock, merger or subletting, including reasonable attorney feessale of substantially all of the assets of Tenant.

Assignment and Subletting. Tenant shall not Not to assign or encumber its interest under this Lease or sublet all or any portion of the Premises without first obtaining Landlord's the prior written consent in writingof the Landlord which consent shall not be unreasonably withheld or delayed. This provision shall apply In the event Landlord consents to a subletting or assignment of all transfers by operation or any portion of lawthe Premises, and to all mergers and changes in control of Tenant, all of which it shall be deemed assignments for a condition of any such subletting or assignment that the purposes sublessee or assignee agree in writing with Landlord to be bound by each and every term, covenant and condition contained in this Lease. Tenant shall have the right, without Landlord’s consent, to assign this Lease to an entity controlling, controlled by or under common control with Tenant or to a corporation into which Tenant is merged or consolidated so long as, on the completion of this Sectionsuch merger, consideration, acquisition or assumption, the successor has a net worth not less than the Tenant’s net worth, immediately prior to such merger, consolidation, acquisition or assumption. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall relieve the Tenant of its obligations hereunder. It shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent condition to any assignment or subletting provided that the effective rental paid assignee shall agree to be bound by the subtenant or assignee is not less than the current scheduled rental rate all obligations of the Building for comparable space Tenant coming due after such assignment and the proposed Tenant is compatible with Landlord's normal standards for the Buildingthat Landlord may rely on such agreement. If an for any assignment or subletting is permittedsublease consented to by Landlord hereunder Tenant receives rent or other consideration, any cash net profiteither initially or over the Term of the assignment 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 net value 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 any Tenant in connection with the assignment or sublease, to pay to Landlord as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following after its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesreceipt.

Assignment and Subletting. 7.01 Except as provided in this Lease, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, nor suffer, nor permit the Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance not to be unreasonably withheld, conditioned or delayed. Tenant shall reimburse Landlord as additional rent for any reasonable out of pocket expenses of Landlord associated with such review. If this Lease be assigned, or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, but shall not be obligated to, after default by Tenant, collect rents from the assignee, undertenant or occupant, and apply the net amount collected to the rents herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant under this Lease, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Provided however, in the event of an assignment of the Lease to an entity having a net worth of $100 million or more as reasonably demonstrated to Landlord via a financial statement prepared pursuant to GAAP principles and certified by an accountant, and cash on hand equal to at least double the amount of Fixed Rent remaining for the Term and Renewal Term (if applicable) Tenant shall be deemed released from all liabilities and obligations under this Lease. The consent by Landlord to an assignment or underletting shall not be construed to relieve Tenant, or its assignee or subtenant, from obtaining the express consent in writing of Landlord to any further assignment or underletting if and to the extent required under this Lease. In no event shall any permitted subtenant assign or encumber its interest under this Lease sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the Premises sublet space or any part thereof to be used or occupied by others, without first obtaining Landlord's ’s prior written consent in writingeach instance (which consent may not be unreasonably withheld, conditioned or delayed). This provision In the event of any sublet, Tenant shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by remain fully liable under this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees.

Assignment and Subletting. Not to assign, transfer, mortgage or pledge this Lease or to grant a security interest in Tenant's rights hereunder, or to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) or permit anyone other than Tenant shall not assign to occupy all or encumber its any part of the Premises or suffer or permit this Lease or the leasehold interest hereby created or any other rights arising under this Lease to be assigned, transferred or sublet all encumbered, in whole or any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers part, whether voluntarily, involuntarily or by operation of law, unless, in each instance the prior written consent of Landlord thereto shall have been obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing Tenant may assign this Lease or sublet any portion or all of the Premises to any corporation, partnership, trust, association, limited liability company or other business or organization (x) directly or indirectly controlling and beneficially owning Tenant, (y) directly or indirectly controlled by and beneficially owned by Tenant, or (z) under common control with Tenant, or to any successor of Tenant by merger, consolidation or acquisition of substantially all mergers and changes in control of the stock or assets of Tenant, without the prior written consent of Landlord. If for any assignment or sublease or occupancy by another, Tenant receives rent or other consideration, either initially or over the term of the assignment, sublease or occupancy, after payment of any expenses incurred in connection therewith, in excess of the rent called for hereunder, or in case of sublease of part of the Premises, in excess of such rent fairly allocable to the part so subleased, after deducting all expenses of which such transaction including, without limitation, brokerage and legal fees and demising walls and other leasehold improvements, Tenant shall pay to Landlord, as Additional Rent, 50% of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt. Any attempted assignment, transfer, mortgage, pledge, grant of security interest, sublease or other encumbrance, except as permitted by this Section 6.2.1, shall be deemed assignments for the purposes of this Sectionvoid. No assignment shall relieve Tenant assignment, transfer, mortgage, grant of its obligation to pay rent security interest, sublease or perform other obligations required by this Leaseencumbrance, whether or not approved, and no consent indulgence granted by Landlord to one any assignee, sublessee or occupant shall in any way impair Xxxxxx's continuing primary liability (which after an assignment or subletting shall be joint and several with the assignee or sublessee) of Tenant hereunder, and no approval in a consent particular instance shall be deemed to any further assignment or subletting. If Xxxxxx proposes be a subletting or assignment for which waiver of the obligation to obtain Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of approval in any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feescase.

Assignment and Subletting. Tenant shall not assign either voluntarily, or encumber its interest under this Lease or sublet all or any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to all mergers occupy or use their Premises, or any portion thereof, without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, Tenant can transfer its rights to this Lease to a related entity provided Tenant owns in excess of 51% of the entity. when Tenant requests Landlord's consent to such assignment or subletting, it shall notify Landlord in writing of the name and changes in control address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide financial statements for the proposed assignee or subtenant. Landlord shall have the option (to be exercised within fifteen (15) business days from the submission of Tenant's request) to cancel this Lease as of the commencement date stated in the proposed sublease or assignment. If Landlord shall not exercise its option within the time set forth above, all its consent to any proposed assignment or subletting shall not be unreasonably withheld. if Landlord approves an assignment or subletting as herein provided, Tenant shall pay to Landlord, as Additional Rent, the difference, if any, between Rent plus Additional Rent allocable to that part of which shall be deemed assignments for the purposes Premises affected by such assignment or sublease pursuant to the provisions of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no the Rent and Additional Rent payable by the assignee or sublessee to Tenant, less reasonable expenses actually incurred by Tenant related to the sublease or assignment to include attorney fees, brokerage commission and construction costs as evidenced by receipted bills. A consent to one assignment assignment, subletting, occupation or subletting use shall not be deemed to be a consent to any further assignment other or subsequent assignment, subletting. If Xxxxxx proposes a subletting , occupation or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease use and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate shall in no way relieve Tenant of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Buildingany liability under this Lease. If an Any assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction without Landlord's consent shall be paid void, and shall, at the option of the Landlord, constitute a default under this Lease. In the event that Landlord shall consent to Landlord promptly following its receipt by Tenant. a sublease or assignment hereunder, Tenant shall pay any costs Landlord's reasonable fees, not to exceed one hundred dollars per transaction, incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesprocessing of documents necessary to the giving of such consent.

Assignment and Subletting. The Tenant shall not, without the Landlord's prior written consent, which shall not assign be unresonably withheld, (a) assign, convey, mortgage, pledge, encumber or encumber its interest under otherwise transfer (whether voluntarily or otherwise) this Lease or any interest under it; (b) allow any transfer thereof by operation of law except to a subsidiary, affiliate, or parent company or to a company with which Tenant merges; (c) sublet all the Premises or any portion part thereof, or (d) permit the use or occupancy of the Premises or any part thereof by anyone other than the Tenant. Notwithstanding anything herein to the contrary, Tenant may assign or sublet the Premises or any potion thereof to any parent, affiliate or subsidiary of Tenant or any company with which Tenant merges without first obtaining Landlord's consent in writing. This provision shall apply as long as: a) The Real Estate Department of Tenant makes a good faith effort to all transfers by operation inform Landlord as soon as possible as to the effective date of lawthe assignment or subletting, and b) if Tenant continues to all mergers and changes in control exist as an entity, Tenant remains liable for the performance of Tenant's obligations hereunder. Notwithstanding anything herein to the contrary, all if United States or Georgia or other state securities laws and regulations prohibit disclosure of a pending merger or acquisition, Tenant may withhold notification of such merger or acquisition until it is legally permitted to disclose at which time Tenant shall be deemed assignments for promptly notify Landlord of the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a the assignment, transfer, or subletting or assignment is approved and rents under the sublease are greater than the rents provided for which Xxxxxxxx's consent is requiredherein, then Landlord shall have the further option either (a) to convert the sublease into a prime lease and receive all of terminating this Lease the rents, in which case Tenant will be relieved of further liability hereunder and dealing directly with under the proposed subtenant or assigneesublease, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent (b) to the subletting or assignment of the Premises require Tenant to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate remain liable under this Lease, in which event Tenant shall be entitled to retain such excess rents. If this Lease be assigned or if the Premises or any part thereof be sublet or occupied by anybody other than the Tenant, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided may, after default by Tenant, collect rent from the effective rental paid by the assignee, subtenant or assignee is not less than occupant, and apply the current scheduled rental rate net amount collected to the Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the Building for comparable space and Tenant's covenants contained in this Lease or the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment acceptance of such assignee, subtenant or subletting is permitted, any cash net profitoccupant as Tenant, or a release of Tenant from further performance by tenant of covenants on the net value part of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesherein contained.

Assignment and Subletting. A. Tenant shall not assign have the right to assign, sublet, transfer or encumber its interest under this Lease or sublet all lease, or any portion interest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the Premises without first obtaining terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord's consent , whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing. This provision shall apply to all transfers by operation of law, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to all mergers and changes in control Landlord. Any assignment, subletting or other transfer of Tenant, all of which 's interest in this lease shall be deemed assignments for an amount equal to the purposes then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this SectionParagraph. No assignment assignments, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its obligation liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, if the premises or any part thereof are then assigned or sublet, Landlord, in addition to pay any other remedies herein provided, or provided by law, may at its option collect directly form such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent or perform other obligations required by this Leaseagainst any sums due to Landlord from Tenant hereunder, and no consent to one assignment or subletting such collection shall be construed to constitute a consent to any novation or a release of Tenant from the further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxxperformance of Tenant's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesobligations hereunder.

Assignment and Subletting. Tenant shall not assign assign, pledge, mortgage or otherwise transfer or encumber its interest under this Lease or any interest therein or sublet any part or all or any portion of the Premises without first obtaining Landlord's consent and shall not permit any use of any part of the Premises by any other party, or any transfer of its interest in writing. This provision shall apply to all transfers the Premises by operation of lawlaw without the prior written consent of Landlord which shall not be unreasonably withheld. It shall be reasonable for Landlord to withhold its consent if, among other things, such assignment and subletting would result in a change in use of the Premises. Without waiving Landlord’s right hereunder to declare a default in the event of an assignment of this Lease or a subletting of the Premises or any part thereof or occupancy of the Premises by anyone other than Tenant, Landlord may collect from the assignee, sublessee or occupant, any rent and other charges herein required, but such collection by Landlord shall not be deemed an acceptance of the assignee, sublessee or occupancy, nor a release of Tenant from the performance by Tenant of this Lease. Further, Tenant at all times and under all circumstances shall remain liable to Landlord for the payment of Rent due and to become due and the performance of all mergers and changes in control other obligations of Tenant hereunder for the term hereof. In the event that Landlord shall approve any assignment, subletting or other transfer of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by ’s interest in this Lease, then Tenant shall reimburse Landlord for Landlord’s legal fees and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a expenses incurred in connection with such approval and the drafting and preparation of appropriate documentation effectuating the assignment, subletting or assignment for which Xxxxxxxx's consent other transfer in question. Any rent, occupancy costs or compensation received from subtenant that is requiredin excess of amounts due to Landlord, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its within five (5) days receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesof same.

Assignment and Subletting. Without the express prior written consent of Landlord, not to be unreasonably withheld, conditioned, or delayed, neither Tenant, nor Tenant’s legal representatives or successors in interest by operation of Laws or otherwise, shall directly or indirectly assign this Lease or any interest therein, or sublet all or any portion of the Premises, or use or permit the Premises or any portion thereof to be used, occupied or managed by any party or parties other than Tenant. Consent to any assignment or sublease shall not vitiate or waive this provision, and all later assignments and subleases shall likewise be made only upon the prior written consent of Landlord. In the event that Tenant shall not desire to assign this Lease or sublet the Premises or any portion thereof, then Tenant shall: (i) promptly notify Landlord in writing of such desire, identifying of such assignee or subtenant, and furnishing Landlord with commercially reasonable financial and business information about such proposed assignee or subtenant, (ii) simultaneously pay to Landlord a non-refundable processing fee in the amount of Five Hundred and No/100 ($500.00) Dollars. Upon receipt of a request to assign or encumber its sublet as set forth in the immediately preceding sentence, Landlord shall be entitled, at Landlord’s sole reasonable option, to approve or disapprove such assignment or sublease. Any assignment or sublease which is not consented to by Landlord shall be void ab initio. Tenant shall, upon any assignment or subletting, furnish Landlord with a true and complete copy of all assignment or sublease documents, and shall advise Landlord of all rental amounts pursuant to such assignment or sublease. Subtenants or assignees shall not prepay any rental to any party other than Landlord more than one (1) month in advance, and shall become, at Landlord’s option, liable directly to Landlord if Landlord so elects. In the event that this Lease is assigned or sublet, Landlord may, and is hereby empowered, at Landlord’s option, to collect rent directly from the assignee or subtenant; in the event that Landlord does so collect rent from such assignee or subtenant, Landlord shall apply the net amount received by Landlord to the Aggregate Rent payable by Tenant, and no such receipt of such rent shall be deemed to be: (x) a waiver of the covenant herein against assignment and subletting, (y) an acceptance of the assignee or subtenant as Landlord’s tenant, or (z) a release of Tenant from the obligations of Tenant under this Lease. Notwithstanding anything contained in this Lease to the contrary, no subtenant or assignee (unless such subtenant or assignee assumed the Lease pursuant to a Permitted Transfer) may exercise, and Tenant shall have no right to exercise, for the benefit of any such assignee or subtenant, any expansion option, right of first refusal option, renewal or extension option, or similar option or rights under this Lease. No subtenant or assignee shall be entitled to further assign any interest under this Lease Lease, or sublet all or any portion of the Premises without first obtaining the express prior written consent of Landlord's consent in writing, not to be unreasonably withheld, conditioned, or delayed. This provision In the event that this Lease shall apply be assigned or the Premises sublet by Tenant at a rental rate, including, without limitation, minimum rent and all other sums payable thereunder, that exceeds the Minimum Rent to all transfers be paid to Landlord by operation of lawTenant hereunder, and to net of all mergers and changes in control of Tenant’s costs and expenses associated with said sublease or assignment, then and in such event one-half (1/2) of all of which such excess over the Minimum Rent shall be deemed assignments for the purposes of this Section. No assignment shall relieve immediately paid to Landlord by Tenant of its obligation upon receipt by Tenant as additional rent due from Tenant to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third partyLandlord. Notwithstanding the foregoing, no Landlord may at its sole discretion withhold consent to the subletting shall be required for an assignment of this Lease or assignment a sublet of all or any portion of the Premises to an existing occupant any subsidiary, affiliate or related company, or to any successor company as a result of a merger, consolidation, sale of stock or assets, or other similar business reorganization (each, a “Permitted Transfer”), provided each such Permitted Transfer shall be subject to the following express conditions: (i) no such assignment shall be deemed to release Tenant from continuing liability throughout the Lease Term; (ii) Tenant’s assignee must expressly assume in a written instrument delivered to and reasonably acceptable by Landlord all of the Buildingobligations of Tenant under this Lease; and (iii) Tenant must provide notice and a representation that the above conditions are met to Landlord within thirty (30) days of such assignment, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) monthssale, or where transfer. Landlord shall furnish the appropriate documentation in connection with any sublease will require any changes to any building systemssuch assignment. Tenant shall not advertise at in all events, including, without limitation, a rate which is less than the Building's listed rate. If Permitted Transfer, remain fully liable to Landlord does not terminate for all obligations of Tenant under this Lease, Landlord shall not unreasonably withhold its consent to regardless of any assignment or subletting provided the effective rental paid or any consent by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profitLandlord thereto, or any expansion, renewal, extension, modification or change of, to or affecting the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment Lease or subletting, including reasonable attorney feesthe Lease Term.

Assignment and Subletting. Tenant shall not assign or encumber its interest under this Lease or sublet all or any portion may sublease portions of the Premises without first obtaining Landlordto others provided such sublessee's consent in writing. This provision shall apply to all transfers by operation is a part of the general operation of law, Tenant and to all mergers under the supervision and changes in control of Tenant, all of and provided such operation is within the purpose for which said Premises shall be deemed assignments for used. Except as provided in the purposes preceding sentence, Tenant shall not, without the prior written consent of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this LeaseLandlord, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating assign this Lease and dealing directly with or any interest hereunder, or sublease the proposed subtenant or assigneePremises, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) monthspart thereof, or where permit the use of Premises by any sublease will require any changes to any building systemsparty other than Tenant. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent Consent to any assignment or subletting provided sublease shall not terminate the effective rental paid continued effect of this paragraph, and all later assignments or subleases shall be made likewise only with the prior written consent of Landlord. An assignee or sublessee of Tenant shall, at the sole option of Landlord, become directly liable to Landlord for all obligations of Tenant hereunder, but no assignment or sublease by Tenant, or acceptance or acknowledgment of such assignment or sublease by Landlord, shall relieve the subtenant person or assignee is not less than entity which was the current scheduled rental rate original party and Tenant to the Lease of the Building for comparable space and the proposed Tenant is compatible with any liability hereunder. Landlord's normal standards acceptance of rent from such assignee or sublessee or other such party as an assignee or sublessee shall not relieve the original party who executed this Lease as Tenant from liability under this Lease. Requests for the Building. If an sublease or assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid accompanied by a minimum service fee of $500 and Tenant agrees to reimburse Landlord promptly following its receipt by Tenant. Tenant shall pay any costs for all legal fees and other expenses incurred by Landlord in connection with the request. Tenant shall make no profit on a request for sublease or assignment of this Lease and any increase in rent, bonus or sublettingother fee charged or received, including reasonable attorney feeswhich is higher than, or in addition to, the rent, and fees due under this Lease shall be paid to Landlord.

Assignment and Subletting. This Lease shall not be assigned, encumbered or in any other manner transferred by Tenant, voluntarily or involuntarily, by operation of law or otherwise, nor shall the Premises or any part thereof be sublet, licensed, granted or used or occupied by anyone other than Tenant without first obtaining the written consent of Landlord12 A change in the control of Tenant or any guarantor of this Lease whose stock is not publicly held and traded shall be deemed to be an assignment for all purposes of this Lease 13 In the event that Landlord consents to said subletting or assignment, any amounts received by or payable to Tenant (other than the reasonable value paid to Tenant in repayment for trade fixtures and other personal property of Tenant) above the amounts payable by Tenant to Landlord hereunder, shall be deemed "real estate profit" and shall be paid to Landlord. If Landlord permits any such assignment, change or subletting, Tenant agrees to pay Landlord's reasonable legal fees in connection therewith. If Tenant shall not assign or encumber its interest under at any time during the term of this Lease or sublet all or any portion part of said Premises or assign this Lease, Tenant shall nevertheless remain fully liable under all of the terms, covenants, and conditions of this Lease. If this Lease is assigned, or if the Premises without first obtaining or any part thereof are subleased or occupied by anybody other than Tenant, Landlord may collect from the assignee, sublessee or occupant any rent or other charges payable by Tenant under this Lease and apply the amount collected to the rent and other charges herein reserved, but such collection by Landlord shall not be deemed an acceptance of the assignee, sublessee or occupant as a tenant nor a release of Tenant from the performance by Tenant under this Lease. Notwithstanding Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment assignment, subletting, occupation or use by another person, any subsequent assignment, subletting. If Xxxxxx proposes a subletting , occupation or assignment for which Xxxxxxxx's consent is required, Landlord use by another person shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or require Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its prior written consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees14.

Assignment and Subletting. Tenant Sublessee shall comply with the express terms and provisions of Section 22 of the Prime Lease with regard to assignment and subletting and in those instances where applicable, shall be subject to the Prime Lessor’s approval as provided in the Prime Lease; provided, however, if Sublessor must first obtain the written consent of Prime Lessor, Sublessor’s consent, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, nothing in this Section shall impose upon Sublessor any obligation to obtain, beyond its reasonable efforts to do so, the consent of Prime Lessor or any other third party. Sublessee shall, at its sole cost and expense, pay all fees and costs as defined in the Prime Lease to Prime Lessor in connection with the subletting of the Sublet Premises to the party who will become the sub-sublessee, as well as any fees and costs relating to any future assignments or subleases by Sublessee. Notwithstanding anything to the contrary contained in this Section 15, Sublessee shall have the right (i) to sublease or assign all or encumber its interest under a portion of the Sublet Premises to any related entity, parent company, affiliate or subsidiary of Sublessee (collectively, “Affiliate”) or (ii) to assign this Sublease as part of a consolidation, merger, reorganization or stock transfer or from a purchase of a substantial portion of Sublessee’s assets; provided that such Affiliate has equal or greater financial strength as Sublessee as reasonably determined by Sublessor and further, provided that such subleasing or assignment is in full compliance with the provisions of the Prime Lease, including, without limitation, the prior written consent of Prime Lessor. To the extent that any request for an assignment or sublease of all or a portion of the Sublet Premises is made by Sublessee and the party who will become the sub-sublessee is not an Affiliate, Sublessor shall not unreasonably withhold, condition or delay the approval of any proposed sublease or assignment, provided that such subleasing and assignment rights are in accordance with the provisions of Section 22 of the Prime Lease and this Section 15. In the event of an assignment or sublet a sublease of all or any portion of the Sublet Premises without first obtaining Landlord's consent in writing. This provision by Sublessee, the original Sublessee shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall not be deemed assignments for released from its obligations hereunder or under the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Prime Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding Guaranty by Guarantor shall remain in full force and effect throughout the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesSublease Teem.

Assignment and Subletting. The Tenant shall not assign assign, transfer or encumber its interest under mortgage this Lease or any right or interest therein or sublet all the Leased Premises or any portion part thereof without the prior written consent of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. .** No assignment or subletting made with the consent of Landlord shall relieve Tenant of its obligation obligations hereunder and Tenant shall continue to pay rent be liable as a principal (and not as a guarantor or perform other obligations required surety) to the same extent as though no assignment or sublease had been made. Consent by this Lease, and no consent Landlord to one assignment or subletting shall not be construed to be a consent to any further additional assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's Each such successive act shall require similar consent is required, of Landlord. Landlord shall have be reimbursed by Tenant for any costs or expenses incurred as a result of Tenant's request for consent to any such assignment or subletting. In the option of terminating this Lease and dealing directly with event Tenant subleases the proposed subtenant or assigneeLeased Premises, or any third partyportion thereof, or assigns this Lease with the consent of the Landlord, as additional rental hereunder, any rental payment exceeding that stated herein, shall be paid by Tenant to Landlord as additional rental hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as defined below, if all or any part of the Leased Premises are then assigned or sublet, Landlord may, in addition to any other remedies provided by this Lease or provided by law, collect directly from the assignee or subtenant all rents due to Tenant. Any collection directly by Landlord from assignee or subtenant shall not be construed, however, to constitute a novation or a release of Tenant from the further performance of its obligations under this Lease. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the subletting or assignment provisions of the Premises to an existing occupant of Bankruptcy Code, 11 U.S.C. ss.101 et seq. (the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted"Bankruptcy Code"), any cash net profit, and all monies or the net value of any other consideration received by Tenant as a result of considerations payable or otherwise to be delivered in connection with such transaction assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly following its receipt paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall, upon demand, execute and deliver to Landlord an instrument confirming such assumption. ** Landlord's written consent shall not be unreasonably withheld or delayed. If Tenant is a corporation then any transfer of this Lease by Tenantmerger, consolidation or dissolution or any change in ownership or power to vote a majority of the voting stock in Tenant outstanding at the time of execution of this Lease shall constitute an assignment for the purposes of this Lease; provided, however, any corporate acquisition of all stock of a corporate tenant by any corporation, the stock of which is registered pursuant to the Securities Act of 1933 or the merger of a corporate tenant into such a corporation, the stock of which is so registered, shall not be deemed to be a violation. For purposes of this section, the term "voting stock" shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation involved. If Tenant is a general partnership having one or more corporations as partners or if Tenant is a limited partnership having one or more corporations as general partners, the provisions of this section shall pay any costs incurred by Landlord in connection with apply to each of such corporations, as if such corporations alone had been the Tenant hereunder. If Tenant is a request general or limited partnership, joint venture, or other form of association, the transfer of a majority of the ownership interests therein shall constitute an assignment for the purposes of this Lease. See Rider #5, Section five for additional assignment or subletting, including reasonable attorney feesand subletting conditions.

Assignment and Subletting. Tenant Sublessee shall not assign or encumber its interest under this Lease or sublet sublease all or any portion of Sublessee's interest in the Sublease or in the Premises or any part thereof or sublease all or any part of the Premises during the term hereof without first obtaining Landlordthe written consent of Sublessor, which consent Sublessor shall not unreasonably withhold. Any assigning or subletting by Sublessee, however, shall be subject to Sublessor's ability to assign and sublet pursuant to the terms and conditions of the Lease. Sublessor's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to any one assignment or subletting sublet shall be not constitute a waiver of the provisions of this Paragraph as to any subsequent assignment or sublet nor a consent to any further subsequent assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxxsublet; further, Sublessor's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting sublet shall not release Sublessee from Sublessee's obligations under this Sublease, and Sublessee shall remain jointly and severally liable with the assignee or sub-sublessee. It is permittedthe intent of the parties hereto that this Sublease shall confer upon Sublessee only the right to use and occupy the Premises, any cash net profitand to exercise such other rights as are conferred upon Sublessee by this Sublease. The parties agree that this Sublease is not intended to have a bonus value, nor to serve as a vehicle but whereby Sublessee may profit by future assignment or sublease of this Sublease or the net value of any other consideration received by Tenant right to use or occupy the Premises as a result of any terms contained herein. It is the intent of the parties that any such transaction bonus value that may attach to the Sublease (including, without limitation, any consideration for assignment, and any sub-sublease rentals in excess of the rent payable under this Sublease) shall be paid to Landlord promptly following Sublessor and shall be and remain the exclusive property of Sublessor. (As used herein, the term "bonus value" shall not include any of the income of Sublessee, other than income paid by an assignee or sub-sublessee that exceeds the rent payable under this Sublease.) Sublessee shall not hypothecate, mortgage or encumber Sublessee's interest in this Sublease or in the Premises or otherwise use this Sublease as a security device in any manner without the consent of Sublessor, which consent Sublessor may withhold in its receipt absolute discretion. Consent by Tenant. Tenant shall pay Sublessor to any costs incurred by Landlord in connection with a request for assignment such hypothecation or subletting, including reasonable attorney fees.creation of lien or mortgage

Assignment and Subletting. The Tenant shall agrees not assign to assign, transfer, or encumber its interest under mortgage this Lease or any right or interest therein, or sublet all the Leased Premises or any portion part thereof, without the prior written consent of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment or subletting made with the consent of Landlord shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Leasehereunder, and Tenant shall continue to be liable as a principal (and not as a guarantor or surety) to the same extent as though no consent to one assignment or subletting sublease had been made. Consent by Landlord to an assignment or sublease shall not be a construed to be consent to any further additional assignment or subletting. If Xxxxxx proposes Each such successive act shall require similar consent of Landlord. Landlord shall be reimbursed by Tenant for any costs or expenses incurred as a subletting result of Tenant's request for consent to any such assignment or assignment for which Xxxxxxxx's subletting. In the event Tenant subleases the Leased Premises, or any portion thereof, or assigns this Lease with the consent is requiredof the Landlord at an annual Base Rental exceeding that stated herein, such excess shall be paid by Tenant to Landlord as additional rental hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as defined below, if all or any part of the Leased Premises are then assigned or sublet, Landlord may, in addition to any other remedies provided by this Lease or provided by law, collect directly from the assignee or subtenant all rents due to Tenant. Landlord shall have a security interest in all properties on the option Leased Premises to secure payment of terminating such sums. Any collection directly by Landlord from the assignee or subtenant shall not be construed, however, to constitute a novation or release of Tenant from the further performance of its obligations under this Lease and dealing directly with the proposed subtenant or assignee, or any third partyLease. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the subletting or assignment provisions of the Premises to an existing occupant of Bankruptcy Code, 11 U.S.C. (S) 101 et esp. (the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted"Bankruptcy Code"), any cash net profit, and all monies or the net value of any other consideration received by Tenant as a result of considerations payable or otherwise to be delivered in connection with such transaction assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly following its receipt by Tenantpaid or delivered to Landlord. Tenant Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall pay any costs incurred by be deemed without further Act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord in connection with a request for assignment or subletting, including reasonable attorney feesan instrument confirming such assumption.

Assignment and Subletting. 19.1 After the completion of the Initial Project, and provided there is no i) monetary Tenant Default and ii) non-monetary Tenant Default which will not be cured contemporaneously by the proposed assignment, the Lease may be assigned by Tenant without Landlord’s consent, but subject to compliance with this Article 19. Any assignee must assume all obligations of Tenant under the Lease. The assigning Tenant shall continue to be liable for all unperformed obligations under the Lease during its period of ownership of the Lease, but is not responsible for any obligations after the assignment. Tenant must provide Landlord at least thirty (30) days advance notice of its intent to assign the Lease with the following information: (i) name, contact information and background of the proposed assignee, (ii) proposed assignment form, and (iii) any other documentation assignee requests Landlord to execute. In the event of the assignment of this Lease, Tenant shall be fully and finally relieved of all liability under any and all of its covenants and obligations contained in or encumber its derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such assignment; and the assignee shall be deemed, without any further agreement between the parties or their successors-in-interest or between the parties and any such assignee to have assumed all duties, liabilities and obligations of Tenant under this Lease or sublet all or accruing after any portion such assignment. Neither (i) Tenant's making of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, a Leasehold Mortgage (and to all mergers and changes in control a subsequent assignment of Tenant, all of which 's rights hereunder pursuant to a foreclosure or a deed in lieu thereof) nor (ii) a member or partner exercising a buy-sell right under Tenant's or its members' organizational documents shall be deemed assignments for the purposes constitute an assignment or transfer of this SectionLease or Tenant's interest hereunder. No assignment shall relieve Landlord may charge Tenant of its obligation up to pay rent or perform other obligations required but not to exceed One Thousand Five Hundred and 00/100 Dollars ($1,500.00) for processing and legal fees and consultant’s fees reasonably incurred by this Lease, Landlord in responding to inquiries and no consent documentation requests relating to one assignment or subletting shall be a consent to any further proposed assignment or subletting. If Xxxxxx proposes a subletting Such fee shall be due prior to Landlord reviewing any proposed assignment or sublease. The fees are payable regardless of whether such assignment for which Xxxxxxxx's consent or sublease is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third partyultimately fully executed. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment require an advance deposit with Landlord of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney estimated fees.

Assignment and Subletting. Except for an assignment or sublease to any entity that controls, is controlled by or is under common control with Tenant (collectively, an "Affiliate"), Tenant shall not assign or encumber its interest the right of occupancy under this Lease or any other interest therein, or sublet the Office Space, or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant agrees to pay, on demand, any and all reasonable costs incurred by Landlord regarding the subleasing of all or any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control part of Tenant's Office Space. Notwithstanding anything contained herein to the contrary, all Tenant shall have no right of which shall be deemed assignments for the purposes assignment or subletting if it is then in default of this SectionLease. No Notwithstanding any assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, or the subletting of the Office Space, or any portion thereof, Tenant shall continue to be liable for the performance of all of the terms, conditions and no consent covenants of this Lease, including, but not limited to, the payment of Rent. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and sublettings. Except in the case of an assignment or subletting shall be a consent sublease to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is requiredwith an Affiliate, Landlord shall have the option option, which shall be exercised by providing Tenant with written notice, of terminating Tenant's rights and obligations under this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less rather than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to permitting any assignment or subletting provided by Tenant; provided, however, if Landlord notifies Tenant of its intent to so terminate Tenant's rights and obligations under this Lease, Tenant shall have the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate right to rescind its request for Landlord's approval of the Building for comparable space and the proposed Tenant is compatible with assignment or sublease, in which case Landlord's normal standards for the Buildingrecapture right shall terminate and be of no further force and effect. If an Should Landlord permit any assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant and, after deducting all reasonable and actual costs associated with such assignment or subletting, should the moneys received as a result of such transaction assignment or subletting (when compared to the money still payable by Tenant to Landlord) be greater than would have been received had Landlord not permitted such assignment or subletting, then the excess shall be paid divided equally between Tenant and Landlord. The provisions of paragraph 26 shall be deemed amended to Landlord promptly following its receipt by Tenantprovide the correct names and addresses of the assignee or subtenant. In the event Tenant requests Landlord's consent to any subletting or assignment under this paragraph, Tenant shall pay any costs Landlord for all expenses incurred by Landlord in connection with a request for any such assignment or sublettingsubletting or in connection with considering Tenant's request, including including, without limitation, its reasonable attorney attorneys' fees.

Assignment and Subletting. (a) Tenant shall not assign directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, sublet, mortgage, hypothecate or otherwise encumber its interest under this Lease or sublet all or any portion of its interest in this Lease or in the Premises or grant any license in or suffer any person other than Tenant or its employees to use or occupy the Premises or any part thereof without first obtaining the prior written consent of Landlord's , which consent may be conditioned or withheld in writing. This provision Landlord’s reasonable discretion; provided, however, that Landlord’s prior consent to an assignment or sublease shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall not be deemed assignments required so long as Tenant remains liable for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or the Rent and to perform all of the other obligations to be performed by Tenant hereunder, or if an acquiror (of greater or equal net worth as Tenant) of substantially all of the assets, liabilities and business of the Tenant becomes liable for Tenants obligation to pay the Rent and perform all of the other obligations to be performed by Tenant hereunder. Except as set forth in the preceding sentence, if Landlord’s consent is required because Tenant is no longer liable for its obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder, any such attempted assignment, subletting, license, mortgage, hypothecation, other encumbrance or other use or occupancy without the consent of Landlord shall be null and void and of no effect. Any mortgage, hypothecation or encumbrance of all or any portion of Tenant’s interest in this Lease or in the Premises and any grant of a license or sufferance of any person other than Tenant or its employees to use or occupy the Premises or any part thereof shall be deemed to be an “assignment” of this Lease. In addition, as used in this Paragraph 11, the term “Tenant” shall also mean any entity that has guaranteed Tenant’s obligations under this Lease, and no consent the restrictions applicable to one assignment or subletting Tenant contained herein shall also be a consent applicable to any further assignment or sublettingsuch guarantor. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent Landlord’s agreement to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent shall only apply to any the first assignment or subletting provided sublease under the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesLease.

Assignment and Subletting. 17.1 Tenant shall not assign or encumber its interest under in any manner transfer this Lease or any estate or interest therein, or sublet all the Demised Premises or any part thereof, or grant any license, concession or other right to occupy any portion of the Demised Premises without first obtaining the prior written consent of Landlord. Any assignment, transfer, sublease or attempted assignment, transfer or sublease shall constitute a breach of this Lease and shall be subject to the provisions of Article XIX and the provisions herein. Prior to consent of any sublease or assignment hereunder, Tenant shall provide Landlord and any mortgagee with a copy of proposed sublease or assignment. Consent by Landlord to one or more assignment of subletting shall not operate as a waiver of Landlord's consent in writingrights as to any subsequent assignments and subletting. This provision shall apply to all transfers by operation of lawNotwithstanding any assignment or subletting, Tenant and to all mergers and changes in control any guarantor of Tenant, 's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rental herein specified and for compliance with all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required under this Lease. In the event that the rental, due and payable by a subtenant (or a combination of the rental payable under this Lease, then Tenant, shall be bound and no consent obligated to one pay Landlord all such excess rental and other excess consideration within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee or other transferee, as the case may be. In any event of assignment or subletting it is understood and agreed that all rentals paid to Tenant by an assignee or sublessee shall be a consent received by Tenant in trust for Landlord, to be forwarded immediately to Landlord without offset or reduction of any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is requiredkind, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent option collect directly from such assignee or subtenant all rents becoming due to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any under such assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space sublease and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, apply such rent against any cash net profit, or the net value of any other consideration received sums due to it by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenanthereunder. Tenant shall pay any costs incurred No direct collection by Landlord in connection with a request for assignment from any such assignee or subletting, including reasonable attorney feessubtenant shall release Tenant from the further performance of its obligations hereunder.

Assignment and Subletting. Tenant Lessee shall not assign or encumber its interest under this Lease or any right hereunder or sublet the Leased Premises or any part thereof, nor permit any persons other than Lessee and its employees to operate in said Leased Premises without the prior written consent of Lessor, which consent shall not be unreasonably withheld. A consent to any assignment of this Lease or any subletting of said Leased Premises shall not constitute a waiver or discharge of the provisions of this paragraph with respect to a subsequent assignment or subletting. All subleases shall be in writing and Lessee shall provide copies of all subleases to Lessor within thirty (30) days of execution thereof. All subleases shall be in a form approved by Lessor. Further, all subleases shall contain an express provision providing that if an event of default by Lessee exists under this Lease, then upon notice thereof to the subtenant from Lessor, all rentals payable by the subtenant shall be paid directly to Lessor, for Lessee's account, until subsequent notice from Lessor that such event of default has been cured. Notwithstanding the foregoing, receipt by Lessor of rent directly from the subtenant shall not be considered a waiver of such event of default by Lessee nor an acceptance of such subtenant. In the event of any Transfer of this Lease of all or any part of the Premises by Lessee without the prior written consent of Lessor, Lessor, in addition to any rights arising upon a default by Lessee, shall have the right to re-enter and take possession of the Premises or the part thereof subject to such Transfer, and to enforce all rights of Lessee, and receive and collect all rents and other payments due to Lessee, in accordance with such sublet or assignment of the Premises, or any part thereof, as if Lessor was the sublessor or assignor, and to do whatever Lessee is permitted to do pursuant to the terms of such sublease or assignment. Within ten (10) days after the sale of a majority of the stock of Lessee or merger of Lessee with another entity, Lessee shall deliver to Lessor certified financial statements of the purchaser and newly established entity. If Lessor determines, in its reasonable discretion, that the financial condition of the Lessee is materially and adversely affected by such transaction, such stock transfer or merger shall be deemed a default under this Lease. At the time of making a request for Lessor's consent to a Transfer and not less than thirty (30) days prior to the proposed effective date thereof, Lessee shall provide to Lessor such information as Lessor, its accountants and attorneys, shall reasonably require with respect to such proposed Transfer, including but not limited to name and address of the proposed transferee, description of business operations, financial information and certificate of corporate authority and good standing or partnership certificates, as applicable. Consent of Lessor to a Transfer shall not relieve Lessee from seeking consent to any subsequent Transfers. Subletting or assignments by subtenants or assignees shall not be permitted under any circumstances, nor shall Lessee be permitted to assign this Lease or subject all or any part of the Premises during any period of time that all or any portion of the Premises without first obtaining Landlord's consent in writingBase Rent is abated. This provision Further, no option to renew or extend the term of this Lease or to lease additional space, if any, shall apply to all transfers be exercisable by operation of lawany subtenant or assignee. All subleases, assignments, and to all mergers and changes in control of Tenant, all of which modifications shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant in writing and a copy thereof provided to Lessor within ten (10) days of its obligation to pay rent or perform other obligations required effective date. All subleases shall further contain an express provision that in the event of any default by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating Lessee under this Lease and dealing upon notice thereof to the subtenant from Lessor, all rentals payable by the subtenant shall be paid directly with to Lessor, for the proposed subtenant or assigneeLessee's account, or any third partyuntil subsequent notice from Lessor that such default has been cured. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent receipt by Lessor or rent directly from the subtenant shall not be considered a waiver of the default on the part of Lessee, nor an acceptance of such subtenant. In the event a sublease or assignment is made as herein provided, Lessee shall pay Lessor a charge of Two Hundred Fifty and no/100 Dollars ($250.00) in order to reimburse Lessor for all of the necessary legal and accounting services required in order to accomplish such assignment or subletting. The provisions of this Article 11 shall not be applicable with respect to the subletting or assignment two existing leases on the Property and any modifications thereof which are not in conflict with the terms of this Lease and do not extend the Premises to an existing occupant term of such lease beyond the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate term of this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting which are deemed approved by Lessor, provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of that any other consideration received by Tenant as a result modifications of such transaction leases shall be paid subject to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesthe terms hereof.

Assignment and Subletting. Tenant Without the prior written consent of Sublandlord, Master Landlord and Master Sublandlord, Subtenant shall not assign (i) assign, convey or encumber its mortgage this Sublease or any interest under this Lease or sublet all it; (ii) allow any transfer thereof or any portion of the Premises without first obtaining Landlordlien upon Subtenant's consent in writing. This provision shall apply to all transfers interest by operation of law; (iii) further sublet the Sublease Premises or any part thereof, or (iv) permit the occupancy of the Sublease Premises or any part thereof by anyone other than Subtenant. Sublandlord's consent to an assignment of this Sublease or a further sublease of the Sublease Premises shall not be unreasonably withheld or conditioned and to all mergers and changes in control of Tenant, all of which shall be deemed assignments delivered or withheld within fifteen (15) business days after Subtenant's request for such consent. If Sublandlord consents thereto, Sublandlord shall use reasonable efforts to obtain as quickly as reasonably possible the purposes consent of this SectionMaster Sublandlord and Master Landlord; but Sublandlord shall have no liability to Subtenant if Master Landlord or Master Sublandlord fails to consent. Any cost of obtaining the consent of Master Landlord and Master Sublandlord shall be borne by Subtenant. No permitted assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, be effective and no consent to one permitted sublease shall commence unless and until any default by Subtenant hereunder shall have been cured. No permitted assignment or subletting shall relieve Subtenant from Subtenant's obligations and agreements hereunder and Subtenant shall continue to be liable as a consent principal and not as a guarantor or surety to any further the same extent as though no assignment or sublettingsubletting had been made. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is requiredexpressly approved by Master Sublandlord and Master Landlord in their respective consents to this Sublease, Landlord Subtenant shall have the option right to consummate Permitted Transfers, without the consent of terminating this Lease Sublandlord, Master Sublandlord or Master Landlord and dealing directly with transfers to Subtenant's "affiliates" (as defined in Paragraph 9(g) of the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent Master Lease) subject only to the subletting or assignment conditions referenced in 9(e) and (g) of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Master Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided as if Subtenant were the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feestenant thereunder.

Assignment and Subletting. Tenant shall not assign assign, sublet or encumber its interest under this Lease otherwise ------------------------- transfer, whether voluntarily or sublet all involuntarily or any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes the Premises or any part thereof without Xxxxxxxx's prior written approval, which shall not be unreasonably withheld. The merger of Tenant with any other entity or the transfer of any controlling or managing ownership or beneficial interest in control Tenant, or the assignment of a substantial portion of the assets of Tenant, whether or not located at the Premises, shall constitute an assignment hereunder. If Tenant desires to assign this Lease or sublet any or all of which the Premises, Tenant shall give Landlord written notice thereof with copies of all related documents and agreements associated with the assignment or sublease, including without limitation, the financial statements of any proposed assignee or subtenant, forty-five (45) days prior to the anticipated effective date of the assignment or sublease. Tenant shall pay Landlord's reasonable attorneys' fees incurred in the review of such documentation plus an administrative fee of Three Hundred Fifty Dollars ($350.00) for each proposed transfer. Landlord shall have a period of thirty (30) days following receipt of such notice and all related documents and agreements to notify Tenant in writing of Landlord's approval or disapproval of the proposed assignment or sublease. If Landlord fails to notify Tenant in writing of such election, Landlord shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further have approved such assignment or subletting. This Lease may not be assigned by operation of law. Any purported assignment or subletting contrary to the provisions hereof shall be void and shall constitute an Event of Default hereunder. If Xxxxxx proposes receives rent or other consideration for any such transfer in excess of the Rent, or in case of the sublease of a subletting portion of the Premises, in excess of such Rent that is fairly allocable to such portion, after appropriate adjustments to assure that all other payments required hereunder are appropriately taken into account, Tenant shall pay landlord fifty percent (50%) of the difference between each such payment of rent or assignment for other consideration and the Rent required hereunder. During any period in which Xxxxxxxx's consent is requiredan Event of Default (as defined in Section 14.1) remains uncured, Landlord shall have may, without waiving any other rights or remedies, collect rent from the option of terminating this Lease assignee, subtenant or occupant and dealing directly apply the net amount collected to the Rent herein reserved and apportion any excess rent so collected in accordance with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment terms of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systemspreceding sentence. Tenant shall continue to be liable as a principal and not advertise at as a rate which is less than guarantor or surety to the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any same extent as though no assignment or subletting provided had been made. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to the Lease by assignees of Tenant without notifying Tenant or any successor of Tenant and without obtaining their consent. No permitted transfer shall be effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate until there has been delivered to Landlord a counterpart of the Building for comparable space transfer instrument in which the transferee agrees to be and the proposed remain jointly and severally liable with Tenant is compatible with Landlord's normal standards for the Buildingpayment of Rent pertaining to the Premises and for the performance of all the terms and provisions of this Lease relating thereto arising on or after the date of the transfer. If an Subject to the provisions hereof and provided Xxxxxxxx receives thirty (30) days prior written notice and a true and correct copy of the assignment or subletting is permitted, instrument. Landlord hereby consents to the assignment of Xxxxxx's interest in and to this Lease to any cash net profit, or the net value wholly owned subsidiary of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees.

Assignment and Subletting. Tenant shall not not, without the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion, upon the delivery by the proposed assignee of such documentation reflecting said assignee's commercially satisfactory financial condition and business acumen, assign or encumber its interest under this Lease or any interest thereunder, or sublet all the Premises or any portion part thereof, or permit the use of the Premises without first obtaining by any party other than Tenant. As used herein the term subtenant shall include any assignee of the Lease or any interest therein. Tenant shall submit to Landlord a written request for the consent of the Landlord to such assignment or subletting which request shall be accompanied by the name of the subtenant, a copy of the fully executed sublease which sublease shall be solely conditioned upon Landlord's consent thereof, the nature and character of the business of the proposed subtenant, the proposed use of the Premises, current financial information on the subtenant, and such additional information as Landlord may reasonably request. Consent by Landlord to one assignment or sublease shall not constitute a waiver of the requirement for Landlord's consent in writing. This provision shall apply to all transfers by operation of lawthe future, and all later assignments and subleases shall likewise be made only upon the prior written consent of Landlord. Subtenants or assignees shall become liable directly to Landlord for all mergers and changes in control obligations of TenantTenant hereunder without, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve however, relieving Tenant of its obligation to pay rent or perform other obligations required by liability under this Lease, and no consent to one . Tenant agrees that the instrument by which any assignment or subletting consented to by Landlord is accomplished shall expressly provide that the assignee or subtenant will perform and observe all the agreements, covenants, conditions and provisions to be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent performed and observed by Tenant under this Lease as and when performance and observance is required, due and that Landlord shall have the option of terminating this Lease right to enforce such agreements, covenants, conditions and dealing provisions directly with the proposed subtenant against such assignee or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systemssubtenant. Tenant shall not advertise in all cases remain primarily responsible for the performance by any subtenant or assignee of all such agreements, covenants, conditions and provisions. Any assignment or subletting without an instrument containing the foregoing provision shall be void and shall, at the option of the Landlord, constitute a rate which is less than the Building's listed rate. If Landlord does not default hereunder entitling Landlord, among its remedies, to terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees.

Assignment and Subletting. (a) Tenant may sublet the Premises in part or in its entirety or assign this entire Lease only with the prior written permission and consent of Landlord, subject to the conditions hereafter mentioned. Any such subletting or assignment shall be subject to and conditioned upon the following: (i) at the time of any such proposed subletting or assignment, Tenant shall not assign be in default under any of the terms, provisions or encumber its interest under conditions of this Lease Lease; (ii) the sublessee or sublet all assignee shall only occupy the Premises and conduct business in accordance with the Permitted Use; and (iii) that if the Fixed Minimum Rent, or any portion additional rent or charges required to be paid by any such sublessee or assignee exceeds the rentals and/or charges reserved hereunder, then Tenant shall pay to Landlord monthly the entire amount of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of lawsuch excess, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for Additional Rent, and in no event shall the purposes annual Fixed Minimum Rent required to be paid by the assignee or sublessee be less than the average sum (or in the case of this Section. No a partial subletting, the proportionate share) of the Fixed Minimum Rent plus Percentage Rent paid by Tenant from the term Commencement Date to the end of the Lease Year immediately preceding such assignment or subletting or during the immediately preceding two (2) Lease Years, whichever period is shorter; and (iv) Tenant and its assignee or sublessee shall relieve execute, acknowledge and deliver to Landlord a fully executed counterpart of a written assignment of lease or sublease as the case may be, duly consented to by Tenant's Guarantor, if any, by the terms of which: (x) in case of an assignment, Tenant of its obligation assigns to pay rent or perform other obligations required by such assignee Tenant's entire interest in this Lease, together with all prepaid rents hereunder, and no consent the assignee accepts said assignment and assumes and agrees to one perform, directly for the benefit of Landlord, all of the terms, covenants and conditions of this Lease on the Tenant's part to be performed hereunder; or (y) in case of subletting, the sublease is in all respects subject and subordinate to all of the terms, covenants and conditions of this Lease and that the sublessee thereunder will agree to be bound by and to perform all of the terms, covenants and conditions of this Lease on the Tenant's part to be performed hereunder, except the payment of rent, additional rents and other charges reserved hereunder, which Tenant shall continue to pay to Landlord (provided that Landlord may elect, at Landlord's option, to collect such sublease rents directly from such subtenant); and (v) notwithstanding any such assignment or subletting shall or the consent of Landlord under the terms of this Paragraph 28, both Tenant and its Guarantor, if any, will not be a consent to released or discharged from any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating liability whatsoever under this Lease and dealing directly will continue liable thereon with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any same force and effect as though no assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space sublease has been made; and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. (vi) Tenant shall pay any costs incurred by to Landlord the sum of One Thousand Dollars ($1,000.00) to cover the Landlord's administrative costs, overhead and counsel fees in connection with a request for such assignment or subletting, including reasonable attorney feesand review of same.

Assignment and Subletting. Tenant The Lessee shall not, without Lessor's prior ------------------------- written consent, which consent shall not assign be unreasonably withheld, delayed or conditioned so long as Lessee remains liable for all terms and conditions of this Lease, (a) assign, convey, mortgage, pledge, encumber its or otherwise transfer (whether voluntarily or otherwise) this lease or any interest under this Lease or sublet all or it; (b) allow any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers transfer thereof by operation of law; (c) sublet the leased premises or any part thereof or (d) permit the use of occupancy of the leased premises or any part thereof by anyone other than the Lessee. If Lessee wishes to sublet all or part of the leased premises, Lessee shall give notice in writing (by certified mail or by personal delivery) of such intention to Lessor, and thereupon, Lessor shall have, within thirty (30) days of receipt of such notice, the right to terminate this Lease with respect to the portion of the leased premises Lessee desires to sublet or to approve said subletting by written notice to Lessee. If the subletting is approved and rents under the sublease are greater than the rents provided for herein then Lessor shall have the further option either to (a) convert the sublease into a prime lease and receive all mergers rents, in which case Lessee will be relieved of further liability hereunder with respect to the subleased premises and changes under the proposed sublease or (b) to require Lessee to remain liable under this Lease, in control of Tenantwhich event Lessee shall be entitled to retain such excess rents. If this lease be assigned or if the leased premises or any part thereof be sublet or occupied by anybody other than Lessee, all of which Lessor may, after default by Lessee, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed assignments for a waiver of any of Lessee's covenants contained in this lease or the purposes acceptance of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Leasesuch assignee, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assigneeoccupant as Lessee, or any third party. Notwithstanding a release of Lessee from further performance by Lessee of covenants on the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment part of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesLessee herein contained.

Assignment and Subletting. Tenant Without the prior written consent of Sublandlord, which shall not assign be unreasonably withheld, conditioned or encumber its delayed, and the prior written consent of Master Landlord and Master Sublandlord, Subtenant shall not (i) assign, convey or mortgage this Sublease or any interest under this Lease or sublet all it; (ii) allow any transfer thereof or any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers lien upon Subtenant’s interest by operation of law; (iii) further sublet the Sublease Premises or any part thereof, or (iv) permit the occupancy of the Sublease Premises or any part thereof by anyone other than Subtenant. Sublandlord’s consent to an assignment of this Sublease or a further sublease of the Sublease Premises shall not be unreasonably withheld or conditioned and shall be delivered or rejected within fifteen (15) business days after Subtenant’s request for such consent. Promptly following Sublandlord’s receipt of Subtenant’s request for consent to a proposed assignment or sublease and in parallel with Sublandlord’s review of such request for consent, Sublandlord will use commercially reasonable efforts to submit such request to Master Sublandlord and to Landlord, on behalf of Subtenant, for their review; however, such request by Sublandlord to Master Sublandlord and Master Landlord shall not be deemed consent by Sublandlord, and further, Subtenant agrees to reimburse Sublandlord for any and all mergers costs that Master Sublandlord or Master Landlord seek from Sublandlord as a result of their respective reviews and/or consent(s). If Sublandlord consents thereto, Sublandlord shall thereafter use reasonable efforts to obtain the consent of Master Sublandlord and changes in control Master Landlord; but Sublandlord shall have no liability to Subtenant if Master Landlord or Master Sublandlord fails to consent. Any cost of Tenant, all obtaining the consent of which Master Landlord and Master Sublandlord shall be deemed assignments for the purposes of this Sectionborne by Subtenant. No permitted assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, be effective and no consent to one permitted sublease shall commence unless and until any Event of Default by Subtenant hereunder shall have been cured. No permitted assignment or subletting shall relieve Subtenant from Subtenant’s obligations and agreements hereunder and Subtenant shall continue to be liable as a consent principal and not as a guarantor or surety to any further the same extent as though no assignment or subletting had been made. Notwithstanding anything to the contrary in this Sublease, Subtenant may, upon ten (10) business days’ prior written notice to Sublandlord (so long as the provision of such notice is not in violation of applicable laws) and without Sublandlord’s prior written consent and without the right of recapture or any participation by Sublandlord in assignment and subletting proceeds, sublet the Sublease Premises or assign the Sublease to: (i) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Subtenant, (ii) a successor corporation related to Subtenant by merger, consolidation, nonbankruptcy reorganization, or government action; or (iii) a purchaser of substantially all of Subtenant’s assets (including but not limited to tangible and nontangible assets and goodwill) located in the Sublease Premises (each of the above referenced transactions being referred to herein as a “Permitted Transfer”). For the purpose of this Sublease, sale of Subtenant’s capital stock through any public exchange or issuances for purposes of raising financing shall not be deemed an assignment, subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment other transfer of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, Sublease or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesSublease Premises.

Assignment and Subletting. Tenant (a) Without the prior written consent of SBC, TowerCo may not assign, sublease, mortgage or otherwise transfer this Sublease or any of TowerCo's rights hereunder in whole or in part except that (A) TowerCo may assign all of its rights under this Sublease, without SBC's consent, to any parent, subsidiary or Affiliate of TowerCo; (B) TowerCo may sublease Available Space provided that it complies with the applicable provisions of Section 24(c) hereof; and (C) TowerCo may, with SBC's consent not to be unreasonably withheld (provided that such consent will not be required in the case of a transaction described in Clause (A)), assign this Sublease in its entirety to a successor corporation or entity to TowerCo by way of merger, consolidation or other reorganization or to any Person acquiring all or substantially all of TowerCo's assets; provided that in the case of an assignment under Subsection (A) such assignee (i) is not a SBC Competitor and (ii) assumes all of TowerCo's obligations hereunder, which assumption need apply only with respect to obligations arising from and after the date of such transfer; and in the case of an assignment under Subsection (C) such assignee (i) is a Permitted TowerCo Transferee, (ii) is not a SBC Competitor and (iii) assumes all of TowerCo's obligations hereunder, which assumption need apply only with respect to obligations arising from and after the date of such transfer; provided further that TowerCo may make a partial assignment of this Sublease upon the prior written consent of SBC to be provided in its sole and absolute discretion. Upon any permitted assignment under (A) or (C), TowerCo shall be released from its obligations under this Sublease from and after the date of such assignment but shall not assign be released from any liabilities arising prior to the date of such transfer. Upon any permitted assignment under Subsection (C) above (other than to any parent, subsidiary or encumber Affiliate of TowerCo), TowerCo Parent shall, with SBC's written consent not to be unreasonably withheld, be released from its interest obligations under this Lease Sublease from and after the date of such assignment but shall not be released from any liabilities arising prior to the date of such transfer. Notwithstanding the foregoing, TowerCo may enter into Permitted Subleasehold Pledges and Permitted Subleasehold Mortgages, in which case the Permitted Subleasehold Collateral Assignee with respect thereto shall have the right to exercise remedies under any such mortgage, pledge, hypothecation or sublet other collateral transfer in a manner consistent with the provisions of this and every other agreement between TowerCo and SBC made in connection with this transaction. TowerCo acknowledges that it shall not be permitted to enter into a Permitted Subleasehold Mortgage with respect to all or any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent Site prior to the subletting or assignment Closing of such Site in accordance with Section 4.1 of the Premises Agreement to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesSublease.

Assignment and Subletting. Tenant Lessee shall not assign or encumber its interest under this Lease or sublet all the Leased Premises without Lessor's prior written consent, which consent shall not be unreasonably withheld, provided that Lessee shall remain liable under this Lease, as it may then or thereafter be amended with Lessee's consent, notwithstanding any such assignment or sublease. Any dissolution or liquidation of Lessee, or any merger or consolidation involving Lessee whereby Lessee is not the surviving entity, any transfer of a controlling interest in Lessee (whether through one or more transactions and whether directly or through the transfer of interests in one or more other entities or otherwise), and any transfer of any interest in this Lease by operation of law or otherwise shall he be deemed to be an assignment for purposes of this Lease. Any such assignment or sublease without Lessor's written consent, whether by operation of law or otherwise, shall be null and void at Lessor's option, and shall entitle Lessor to declare Lessee in default hereunder. No assignment or subletting, whether or not permitted, shall be deemed to release Lessee from any obligations under this Lease. Any acceptance of Rent by Lessor or other performance of this Lease by any assignee or sublessee of Lessee's interest in this Lease shall not be construed as Lessor's consent to any assignment, and Lessor shall not be estopped to assert the lack of such consent by reason of any such matters. Lessor shall be entitled to fifty percent (50%) of any rent and other consideration paid by or on behalf of any sublessee or assignee which, on a square footage basis, shall exceed in the aggregate the Rent under this Lease (prorated on a square footage basis for the portion of the Leased Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of lawsubleased) for a comparable period, and to all mergers and changes in control of Tenant, all of which such excess shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation paid to pay rent or perform other obligations required Lessor immediately upon receipt thereof by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third partyLessee. Notwithstanding the foregoing, Landlord Lessee may at its sole discretion withhold consent to assign this Lease or sublet the subletting or assignment of the Premises to an existing occupant of the BuildingLeased Premises, without Lessors consent, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) monthsaffiliate of Lessee, or where any sublease will require any changes to any building systems. Tenant provided that Lessee shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate remain liable under this Lease, Landlord shall not unreasonably withhold its consent to as it may then or thereafter be amended, notwithstanding any such assignment or subletting provided sublease. For purposes of this Section, "affiliate" shall mean any corporation or other person or entity controlled by, controlling or under common control with the effective rental paid by person or entity in question, and "control" shall mean the subtenant possession, directly or assignee is not less than the current scheduled rental rate indirectly, of the Building for comparable space and power to direct or cause the proposed Tenant is compatible with Landlord's normal standards for direction of the Building. If an assignment management or subletting is permittedpolicies of a person or entity, any cash net profitwhether through the ownership of voting securities, by contract or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesotherwise.

Assignment and Subletting. Tenant shall not assign this Lease, nor ------------------------- sublet the demised premises or encumber its interest under any part thereof nor any desk space therein, nor mortgage or hypothecate this Lease or sublet all its interest herein, without the prior written consent of Landlord in each instance, which consent may be withheld or any portion of the Premises without first obtaining denied in Landlord's consent in writingexclusive, absolute and arbitrary discretion. This provision shall apply Consent of Landlord to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one any such assignment or subletting shall be not operate as a waiver of the necessity for its consent to any further subsequent assignment or subletting, and the terms of such consent shall be binding upon Tenant and any party holding by, under or through the Tenant. If Xxxxxx proposes a No assignment or subletting or assignment shall relieve Tenant from its liability hereunder for which Xxxxxxxx's consent is required, Landlord shall have payment of rent and performance of all other obligations hereunder during the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed ratefull term hereof. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent consents to any assignment or subletting provided by Tenant, then Tenant agrees to account to Landlord for and pay to Landlord all amounts by which the effective rental rentals and other sums paid to Tenant by its assignees and sublessees (as the subtenant case may be) exceed the rentals payable to Tenant to Landlord under this Lease; such payments to be made to Landlord within seven (7) days after Tenant's receipt of payments under any assignment or assignee is not less sublease. Landlord and its representatives shall have the right on request to inspect Tenant's books and records to verify the amount of payments made to Tenant by its assignees and sublessees. Any transaction by which (a) the shares of corporate stock in Tenant are sold, exchanged, transferred or otherwise disposed of in such manner that the voting and management control of Tenant becomes thereby vested in parties other than the current scheduled rental rate parties who now own a majority of said shares, or (b) all or any substantial part of the Building assets of Tenant are sold, exchanged, transferred or otherwise disposed of, is herein referred to as a "Transfer Event". Any Transfer Event shall be deemed for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If purposes of this Lease to be an assignment or subletting is permittedof this Lease, any cash net profitfor which the prior written consent of Landlord (in its sole, absolute and arbitrary discretion) must first be obtained. Any assignment of this Lease, or any such Transfer Event, or any subletting of the net value Premises in whole or part, which is done without the prior written consent of Landlord as aforesaid, shall constitute a default of Tenant under this Lease, which shall entitle Landlord at its sole option and discretion to terminate this Lease and/or to pursue and enforce any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenantand all rights and remedies available hereunder, at law and/or in equity. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or sublettingSEVENTH: Utilities, including reasonable attorney fees.Repairs, Maintenance, Cleaning and Alterations; Net -------------------------------------------------------------- Lease. -----

Assignment and Subletting. Tenant shall not assign or encumber its interest under this Lease or sublet all or any portion 8.1 In addition to satisfying the requirements of the Premises Master Lease, Sublessee shall not, without first obtaining Landlord's the prior written consent in writing. This provision shall apply to all transfers of the Sublessor, mortgage, pledge, encumber, transfer or sublet, by operation of lawlaw or otherwise, or in any manner transfer this Sublease, or any part thereof or any interest of Sublessee hereunder or sublet or permit the Subleased Premises or any part thereof to be used or occupied by others. Sublessor’s consent under this Section 8.1 shall not be unreasonably withheld; provided, however, in granting or withholding its consent, Sublessor shall be entitled to take into consideration all relevant factors including without limitation, the credit worthiness of the proposes subtenant or assignee, the nature of the business and business reputation of the proposed subtenant or assignee (including without limitation proposed uses and parking requirements), the term of the sublease or assignment and the rental rate under the proposed sublease or assignment. Sublessor may, if it so elects, withhold its consent if the proposed subtenant or assignee is a government entity. Sublessor may withhold or condition its consent subject to all mergers execution and changes in control delivery of Tenant, all of an appropriate sublease or assignment which shall include such terms and conditions as Sublessor may reasonably require including provisions for notice to Sublessor, prohibition on further assignment or subleasing without Sublessor’s consent and indemnification of Sublessor by the subtenant or assignee. Sublessor may withhold its consent to any proposed assignment or sublease if an Event of Default has occurred and is continuing, or an event has occurred which, with the giving of notice, or the passage of time, or both, could constitute any Event of Default. Any such assignment, subletting, or permission to occupy without such consent by Sublessor shall be void. Any such consent by Sublessor of any such assignment, subletting, or permission to occupy shall not release Sublessee or Guarantors from any of Sublessee’s or Guarantors’ obligations hereunder or be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is requiredsubsequent assignment, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesoccupation or use by another person.

Assignment and Subletting. Tenant shall not not, without the prior written consent of Landlord, which may be withheld at Landlord's sole discretion, voluntarily or involuntarily assign or encumber its interest under hypothecate this Lease or any interest herein or sublet all the Premises or any portion of the Premises without first obtaining Landlord's consent in writingpart thereof. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for For the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment a management or subletting similar agreement shall be a considered to be an assignment of this Lease by Tenant. Any of the foregoing acts without such consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is requiredshall be void but shall, Landlord shall have at the option of terminating Landlord in its sole discretion, constitute an Event of Default giving rise to Landlord's right, among other things, to terminate this Lease. Without limiting the foregoing, this Lease and dealing directly with shall not, nor shall any interest of Tenant herein, be assigned or encumbered by operation of law without the proposed subtenant or assignee, or any third partyprior written consent of Landlord which may be withheld at Landlord's sole discretion. Notwithstanding the foregoing, Landlord Tenant may at without Landlord's consent assign this Lease or sublet the Premises or any portion thereof to a Successor (as such term is defined below), to a wholly-owned subsidiary of Tenant or any Guarantor, provided that such Successor, subsidiary or Guarantor fully assumes the obligations of Tenant under this Lease, Tenant remains fully liable under this Lease, any Guarantor remains fully liable with respect to its sole discretion withhold consent to guaranty of this Lease, the subletting or assignment use of the Premises to an existing occupant remains unchanged, and no such assignment or sublease shall be valid and no such subsidiary, Successor or Guarantor shall take possession of the BuildingPremises until an executed counterpart of such assignment or sublease has been delivered to Landlord. Anything contained in this Lease to the contrary notwithstanding, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than sublet the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent Premises on any basis such that the rental to any assignment or subletting provided the effective rental be paid by the subtenant sublessee thereunder would be based, in whole or assignee is not less than in part, on either the current scheduled rental rate income or profits derived by the business activities of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profitsublessee, or the net value of any other consideration formula, such that any portion of the sublease rental received by Tenant Landlord would fail to qualify as a result "rents from real property" within the meaning of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay Section 856(d) of the U.S. Internal Revenue Code, or any costs incurred by Landlord in connection with a request for assignment similar or subletting, including reasonable attorney feessuccessor provision thereto.

Assignment and Subletting. Tenant shall not have the right to assign or encumber its interest under pledge this Lease or to sublet the whole or any part of the Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, without the prior written consent of Landlord, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. The foregoing prohibition includes, without limitation, any subletting or assignment which would otherwise occur by merger, consolidation, reorganization, transfer or other change in Tenant’s corporate, partnership or proprietary structure. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from any assignee or subtenant all amounts due and becoming due to Tenant under such assignment or sublease and apply such amounts against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations hereunder. Landlord’s acceptance of any Rent following any assignment or other transfer prohibited by this Paragraph 11 shall not be deemed to be a consent by Landlord to such assignment or other transfer (including, without limitation, a prohibited sublease) nor shall the same be deemed a waiver of any right or remedy of Landlord hereunder for breach of this Paragraph 11. If Landlord grants its consent to any sublease or assignment, Tenant shall pay Landlord, as Additional Rent (a) one hundred percent (100%) of’ amounts payable to Tenant under the sublease or assignment and (b) Landlord’s attorneys’ fees incurred with respect to such assignment or sublease. In addition, if Tenant has any options to extend or renew the Term, such options shall not be available to any subtenant or assignee, directly or indirectly. If Tenant assigns this Lease or sublets all or any a portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law’s consent, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations as required by this LeaseParagraph 11(a), said assignment or sublease shall be null and void and of no force or effect. Landlord’s consent to one assignment an assignment, sublease or subletting other transfer of any interest of Tenant in this Lease or in the Premises shall not be deemed to be a consent to any further assignment subsequent assignment, transfer, use or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systemsoccupation. Tenant shall not advertise shall, at a rate which is less than Tenant’s own cost and expense, discharge in full any outstanding commission obligation on the Building's listed rate. If part of Landlord does not terminate with respect to this Lease, Landlord shall not unreasonably withhold its consent to and any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space commissions which may be due and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant owing as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for proposed assignment or subletting, including reasonable attorney feeswhether or not the Premises are recaptured pursuant to subparagraph (b) below and rented by Landlord to the proposed tenant or any other tenant.

Assignment and Subletting. (a) Tenant acknowledges that, without the prior written consent of Landlord which shall not assign be unreasonably withheld, Xxxxxx does not have the right or encumber its interest power under this Lease to assign or in any manner transfer this Lease or any estate or interest hereunder. Further, Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld: (i) permit any assignment of this Lease or any estate or interest hereunder, voluntarily or by operation of law; (ii) sublet all the Premises or any part thereof; (iii) grant any license, concession or other right of occupancy of any portion of the Premises; or (iv) permit the Premises without first obtaining to be possessed by any parties other than Tenant. Consent by Landlord to one or more assignments or sublettings will not operate as a waiver of Landlord's consent ’s rights as to any subsequent assignments and sublettings. Tenant and any guarantor of Tenant’s obligations under this Lease shall not be liable for the payment of the rent herein specified and for compliance with all of Tenant’s other obligations hereunder upon any assignment of this Lease. If an event of default should occur when this Lease is assigned or any part of the Premises are sublet, Landlord, in writing. This provision shall apply addition to all transfers by operation of any other remedies provided in this Lease or available at law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent option collect directly from any assignee or subtenant all rents becoming due to Tenant and apply them against any sums due from Tenant. Tenant hereby authorized and directs any assignee or subtenant to make such payments of rent directly to Landlord upon receipt of notice from Landlord. No collection by Landlord from any assignee or subtenant will constitute a novation or a release of Tenant or any guarantor of Tenant’s obligations from the subletting further performance of Tenant’s obligations. Nor will Landlord’s receipt of rent from any assignee, subtenant, or assignment occupant of the Premises to an existing occupant constitute a waiver of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any Tenant’s covenant against assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees.

Assignment and Subletting. a. Tenant shall not, without prior written consent of Landlord and such consent will not be unreasonably withheld, (i) assign or encumber its interest under in any manner transfer this Lease or any estate or interest therein, or (ii) permit any assignment of this Lease or any estate or interest therein by operation of law, or (iii) sublet all the Premises or any part thereof, or (iv) grant any license, concession or other right of occupancy of any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for or (v) permit the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment use of the Premises by any parties other than Tenant, its agents and employees. Any such acts without Landlords's prior written consent shall be void and of no effect. Consent by Landlord to an existing occupant one or more assignments or sublettings shall not operate as a waiver of the Building, Landlord's rights as to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where subsequent assignments and sublettings. Notwithstanding any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesTenant and any guarantor of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the Rental Amount(s) and Additional Rent herein specified and for compliance with all of Tenant's other obligations under this Lease. If an Event of Default, as herein defined, should occur while the Premises or any part hereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided by law, may at its option collect directly from such assignee of subtenant all Rental Amount(s) becoming due to Tenant under such assignment or sublease and apply such Rental Amount(s) against any sums due to Landlord by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or subtenant to make such payments of rent directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or subtenant shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of its assignee, subtenant or occupant of the Premises and shall not be deemed a waiver of the covenant in this Lease contained against assignment and subletting or a release of Tenant under this Lease. The receipt by Landlord from any such assignee or subtenant obligated to make payments of the Rental Amount(s) and/or Additional Rent shall be a full and complete release, discharge, and acquittance to such assignee or subtenant to the extent of any such amount of the Rental Amount(s) and/or Additional Rent so paid to Landlord. Landlord is authorized and empowered on behalf of Tenant to endorse the name of Tenant upon any check, draft, or other instrument payable to Tenant evidencing payment of such rent, or any part thereof, and to receive and apply the proceeds therefrom in accordance with the terms hereof. Excluding inventory, Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or in the leased Premises.

Assignment and Subletting. Tenant shall not assign may not, without the prior written consent of the Landlord, which consent may be unreasonably withheld by Landlord in its sole discretion, assign, transfer, mortgage, pledge, hypothecate or encumber its interest under this Lease or sublet all Lease, or any portion interest therein, nor sublet the Premises or any part thereof, or permit the use of the Premises without first obtaining Landlord's consent in writingby any party other than the Tenant and its employees. This provision shall apply to all transfers Consent by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent Landlord to one assignment or subletting sublease shall not destroy or waive this provision, and all other assignments and subleases shall like wise be made only upon the prior written consent of the Landlord. In the event of a proposed sublease or assignment, Landlord may, in lieu of consenting or denying such assignment or sublease, cancel this Lease as to the space proposed to be assigned or sublet. If such cancellation is only for part of the Premises, then equitable adjustments shall be a consent made to any further the Rent and other sums payable by Tenant pursuant to this Lease. If Landlord consents to an assignment or subletting. If Xxxxxx proposes a subletting sublet (I) such obligations or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating liabilities under this Lease and dealing directly with (II) any extensions, renewals, first refusal rights or options hereunder will automatically be of no force or effect for the proposed subtenant assignee or assigneesublessee or Tenant. If Tenant is any entity, any change to the structure of such entity or any disposition(s) of any of the interests therein by sale, assignment, operation of law or otherwise, or any third party. Notwithstanding change in the foregoingpower to vote the interests therein, Landlord may at its sole discretion withhold consent to the subletting or will be treated as a prohibited assignment of the Premises this Lease requiring Tenant to an existing occupant of the Building, to any prospective tenant with which the Landlord or obtain Landlord's agents have negotiated within prior written consent. In the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to event any assignment or subletting provided the effective rental paid subleasing is consented to by the subtenant Landlord, Tenant shall pay to Landlord any rent or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result in excess of such transaction the amount of Rent and other sums which the Tenant is paying or is obligated to pay during the term of the assignment or sublease. Sublessee or assignees shall become and shall expressly agree in writing to become liable to the Landlord for all obligations of the Tenant, without relieving the Tenant's liability, which liability shall remain unabated during the term of this Lease Agreement and any renewals thereof. Any attempt by Tenant to sublease or assign its interest hereunder without Landlord's consent shall be paid to Landlord promptly following its receipt by Tenantnull and void and of no effect. Tenant shall pay any costs incurred by Landlord in connection with a request for Furthermore such attempted assignment or subletting, including reasonable attorney feessublease shall constitute a default hereunder.

Assignment and Subletting. Tenant shall agrees not assign to sell, assign, mortgage, pledge or encumber its interest under in any manner transfer this Lease or any estate or interest thereunder and not to sublet all the Leased Premises or any portion part or parts thereof and not to permit any licensee or concessionaire therein without the previous written approval or consent of the Premises without first obtaining Landlord's consent Landlord in writing. This provision each instance; such approval shall apply to all transfers by operation of lawnot be unreasonably withheld provided the proposed successor in interest has demonstrated credit worthiness, ability, and experience to all mergers and changes in control of Tenant, all of which carry out the obligations under the Lease. Tenant shall be deemed assignments for subject to a change of tenancy fee equal to one month’s full rent, payable at the purposes time of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no Landlord’s consent to one assignment, plus any costs incurred by the Lessor including but not limited to attorney’s fees and Court costs, resulting from any such assignment. Before written approval or consent shall be given of any assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is requiredsublease of the Leased Premises, Landlord Landlord, in its sole discretion, shall have the option of terminating this Lease and dealing directly with the proposed to require Tenant or subtenant to renegotiate any or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent all terms (including but not limited to the subletting or assignment Minimum Rent) of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, . The consent by Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is shall not less than the current scheduled rental rate constitute a waiver of the Building necessity for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Buildingsuch consent to any subsequent assignment or subletting. If This prohibition against assigning or subletting shall be construed to include an assignment or subletting is permittedby operation of law. If this Lease be assigned or the Leased Premises or any part thereof be sublet or occupied by anybody other than the Tenant, any cash Landlord may collect rent from the assignee, subtenant or occupant and apply the net profitamount collected to the rent herein reserved, but no such assignment, subletting, occupancy, or collection shall be deemed a waiver of this covenant, or the net value acceptance of the assignee, subtenant or occupant as Tenant or release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. Notwithstanding any assignment or subleases, Tenant shall remain fully liable on this Lease and shall not be released from performing any of terms, covenants and conditions of this Lease. If Tenant is a corporation or any other consideration received entity that is not a natural person, the provisions of this Section 14 shall apply to a transfer (including one or more transfers) of a majority of the stock or ownership interest of Tenant, as if such transfer of a majority of the stock or ownership interest of the Tenant is an assignment of this Lease. Any such transfer without the prior written consent of the Landlord shall, at the option of Landlord, be deemed a default by Tenant as a result under this Lease and Landlord shall have all the rights and remedies granted to it hereunder and by law in case of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesdefault.

Assignment and Subletting. Tenant LESSEE shall not assign or encumber its interest the right of occupancy under this Lease or any other interest therein, or sublet all the Space, or any portion thereof, without the prior written consent of LESSOR, which the parties agree may not be unreasonably withheld. LESSEE absolutely shall have no right of assignment or subletting if it is in default of this Lease. Notwithstanding any assignment of the Premises without first obtaining Landlord's consent in writingLease, or the subletting of the Space, or any portion thereof, LESSEE shall continue to be liable for the performance of the terms, conditions and covenants of this Lease including, but not limited to, the payment of rent and any other charges imposed hereunder. This provision Consent by LESSOR to one or more assignments or sublettings shall apply not operate as a waiver of LESSOR'S rights as to all transfers by operation of lawany subsequent assignments and sublettings. LESSOR shall have the sole option, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments exercised by providing LESSEE with written notice, of terminating LESSEE'S rights and obligations under this Lease rather than permitting any assignment or subletting by LESSEE. Should LESSOR permit any assignment or subletting by LESSEE and should the monies to be received by LESSEE from such assignee or sublessee for all or part of the purposes Space as a result of this Section. No such assignment shall relieve Tenant of its obligation or subletting (when compared to pay rent or perform other obligations required the rental rate payable by LESSEE to LESSOR) be greater than the rental due under this Lease, and no consent to one then the excess over the rental rate provided for in that sublease or assignment or subletting shall be a consent payable by LESSEE to LESSOR. It being the parties intention that LESSOR and not LESSEE shall be the party to have the option to receive any further profit from any assignment or subletting. If Xxxxxx proposes there are one or more assignments or sublettings by LESSEE to which LESSOR consents, the parties understand and agree, anything to the contrary notwithstanding that any and all renewal options to be exercised subsequent to the date of such assignment or subletting are absolutely waived and terminated at LESSOR'S sole option. Any request by LESSEE to LESSOR to permit a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have contain or be accompanied by a financial statement of the option sublessee or assignee and such other information and references as LESSOR deems necessary to reasonably evaluate the acceptability of terminating this Lease and dealing directly with the proposed subtenant such prospective sublessee or assignee, or any third party. Notwithstanding the foregoing, Landlord this Lease may at its sole discretion withhold consent to be assigned, or the subletting Demised Premises may be sublet, in whole or assignment of the Premises to an existing occupant of the Buildingin part, to any prospective tenant with corporation which the Landlord shall be an affiliate or Landlord's agents have negotiated within the previous six (6) months, or where any sublease subsidiary of LESSEE. LESSOR will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold or delay its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or sublease to a party other than one mentioned in the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feespreceding paragraph.

Assignment and Subletting. Tenant shall not assign assign, mortgage or encumber its interest under this Lease nor sublet or sublet all permit the Premises or any portion part thereof to be used by others, without the prior written consent of the Premises without first obtaining Landlord's Landlord in each instance which consent in writingshall not be unreasonably withheld, conditioned or delayed. This provision shall apply The consent by Landlord to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one an assignment or subletting shall not be a construed to relieve Tenant from obtaining the consent of the Landlord to any further assignment or subletting. If Xxxxxx proposes The consent by Landlord will not be given unless: a) the subtenant or assignee assumes the Tenant’s obligations under this Lease; and b) unless otherwise agreed, Tenant remains liable for all its obligations under this Lease, including extensions or renewals provided for herein. Nor will consent be given if Tenant is in default under this Lease. Tenant shall notify Landlord of the name of each proposed assignee or subtenant and shall provide information to Landlord pursuant to the fmancial standing of the proposed assignee or subtenant. In no event shall a proposed subtenant or assignee be an existing tenant, subtenant or assignee of the Building or any other building located on the Developed Parcel. In no event shall the proposed subtenant or assignee be a person or entity with whom Landlord or its agent is negotiating and to or from whom Landlord, or its agent, has given or received any written or oral proposal within the past one hundred twenty (120) days regarding a lease of space in the Building or any other building located on the Developed Parcel. Landlord reserves the right to require as additional rent, fifty percent (50%) of any subtenant or assignee rent which is in excess of the base rent and additional rent then being paid by Tenant pursuant to this Lease, and any other profit or gain realized by Tenant from such assignment or subletting. All sums payable hereunder by Tenant shall be paid as additional rent upon receipt by Tenant or upon request by Landlord. Tenant agrees to pay and reimburse Landlord for any actual and reasonable administrative costs and expenses, including attorneys’ fees, incurred by Landlord in the review and approval and/or in the granting of any consent to any assignment or subletting of any part or assignment all of the Premises by Tenant not to exceed Two Thousand Dollars ($2,000.00). Notwithstanding anything contained herein to the contrary, Tenant may assign its entire interest under this Lease or sublet the Premises to any entity controlling or controlled by or under common control with Tenant or to any successor to Tenant by purchase, merger, consolidation or reorganization (hereinafter, collectively, referred to as “Permitted Transfer”) without the consent of Landlord, provided: (1) Tenant is not in default under this Lease; (2) if such proposed transferee is a successor to Tenant by purchase, said proposed transferee shall acquire all or substantially all of the stock or assets of Tenant’s business or, if such proposed transferee shall acquire all or substantially all of the stock or assets of Tenant’s business or, if such proposed transferee is a successor to Tenant by merger, consolidation or reorganization, the continuing or surviving corporation shall own all or substantially all of the assets of Tenant; (3) such proposed transferee operates the business in the Premises for which Xxxxxxxx's consent is requiredthe Permitted Use and no other purpose; and (4) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed purchase, merger, consolidation or reorganization. Notwithstanding anything to the contrary contained in this Lease, unless otherwise expressly provided below, Landlord shall have the option of terminating to exclude from the Premises covered by this Lease and dealing directly with (“recapture”), the space proposed to be sublet or subject to an assignment, effective as of the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting commencement date of such sublease or assignment provided, however, if Landlord elects to recapture as to such portion of the Premises, Tenant shall have the right within fifteen (15) days after notice of Landlord’s exercise of its right to terminate to withdraw Tenant’s request for such consent and remain in possession of the Premises to an existing occupant of under the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rateterms and conditions hereof. If Landlord does not terminate elects to recapture, Tenant shall surrender possession of the space proposed to be subleased or subject to the assignment to Landlord on the effective date of recapture of such space from the Premises, such date being the termination date for such space. Effective as of the date of recapture of any portion of the Premises pursuant to this Leasesection, Landlord the Monthly Base Rent, rentable square footage of the Premises and the Tenant’s Proportionate Share shall not unreasonably withhold its consent be adjusted accordingly. Landlord’s recapture right hereunder for space proposed to be sublet shall be expressly limited to subleases of 1,000 rentable square feet or more of the total Premises. It is expressly acknowledged and agreed to by the parties hereto that Landlord’s recapture rights hereunder for space subject to an assignment shall be unlimited and shall apply to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building hereunder, except for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesPermitted Transfer.

Assignment and Subletting. Tenant Sublessee shall not voluntarily or by operation of law assign this Sublease or encumber its interest under this Lease enter into license or concession agreement, sublet all or any portion part of the Sublease Premises, or otherwise transfer, mortgage, pledge, hypothecate or encumber all or any part of Sublessee's interest in this Sublease or in the Sublease Premises or any part thereof, without first obtaining Landlord's the prior written consent in writingof Master Lessor (pursuant to the terms of the Master Lease) and Sublessor, which consent shall not be unreasonably withheld or delayed by Sublessor. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord Sublessee shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent no right to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Leaseentire area of the Sublease Premises, Landlord and Sublessee agrees that it shall not unreasonably be reasonable for Sublessor or Master Lessor to withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate sublease of a portion of the Building Sublease Premises. Any attempt to do so without such consent being first had and obtained shall be wholly void and shall constitute a default by Sublessee under this Sublease. Sublessee hereby irrevocably assigns to Sublessor all rent and other sums or consideration in any form, from any such subletting or assignment, and agrees that Sublessor, as assignee and as attorney-in-fact for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profitSublessee, or a receiver for Sublessee appointed upon Sublessor's application, may collect such rent and other sums and apply the net value same against amounts owing to Sublessor in the event of Sublessee's default; provided, however, that until the occurrence of any default by Sublessee or Sublessee's assignee or subtenant, Sublessee shall have the right to collect such sums, provided that two-thirds (2/3) of all rent and other consideration received charges payable by Tenant as a result any such assignee or subtenant in excess of such transaction the Rent payable under this Sublease ("excess rent") shall belong to Sublessor and be paid to Landlord promptly Sublessor within thirty (30) days following its Sublessee's receipt by Tenant. Tenant thereof; provided, however, that Sublessee shall pay any costs incurred by Landlord first be entitled to recover from such excess rent the amount of all reasonable leasing commissions paid to third parties not affiliated with Sublessee in connection with a request for said assignment or subletting, including reasonable attorney fees.

Assignment and Subletting. Subject to the terms set forth herein, Tenant shall not assign assign, transfer, mortgage or encumber its interest under this Lease or nor sublet all the whole or any portion part of the Premises without first obtaining Landlord's written consent, which consent may be withheld or conditioned in writingLandlord's sole reasonable discretion. This provision Any consent granted by Landlord shall apply require that such subtenant or assignee consent to be bound by all transfers of the terms and conditions of this Lease. No such assignment or subletting shall relieve Tenant of any liability under this Lease regardless of whether such liability arises by or through Tenant. Assignment or subletting shall not operate as a waiver of the necessity for a written consent to any subsequent assignment or subletting, and the terms of such consent shall be binding upon any person holding by, under or through Tenant. Landlord may, at Landlord's election, collect rent directly from such assignee or subtenant. If Tenant is a corporation, then any transfer of this Lease by operation of law, and to all mergers and changes in control of Tenantmerger, all of which consolidation or liquidation shall be deemed assignments constitute an assignment for the purposes purpose of this Section. No assignment shall relieve ; provided, however, that as long as Tenant of its obligation to pay rent or perform other obligations required by this Leaseis a publicly owned company, and no Landlord's consent to one an assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant be required as a result of merger, consolidation or liquidation, or any change in the ownership of, or power to vote, the majority or controlling interest of Tenant's outstanding voting stock unless (a) such transaction change is the result of any reorganization or merger by which the Tenant's rights under this Lease are transferred to a subsidiary or affiliate or any other entity in which Tenant has controlling interest (in which case Tenant agrees to guaranty performance under this Lease and upon receipt of such guaranty, in form and content satisfactory to Landlord, Landlord's consent will automatically be deemed to be given) or (b) such change results from Tenant's merger with, or purchase by, any competitor of Landlord. In the event Tenant should desire to assign this Lease or sublet the Premises or any part hereof, Tenant shall give Landlord written notice at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or sublease, which notice shall specify: (a) the name and business of the proposed assignee or sublessee, (b) the amount and location of the space affected, (c) the proposed effective date and duration of the subletting or assignment, and (d) the proposed rental to be paid to Tenant by such sublessee or assignee. Landlord shall then have a period of fifteen (15) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, in which event if the proposed rental rate between Tenant and sublessee is greater than the Rent payable under this Lease, then such excess rental shall be deemed Additional Rent owed by Tenant to Landlord under this lease, and the amount of such excess, including any subsequent increases due to escalation or otherwise, shall be paid by Tenant to Landlord promptly following its receipt by in the same manner than Tenant pays the Rent hereunder and in addition thereto, or (ii) to withhold consent to Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for 's assignment or subletting, including reasonable attorney feessubleasing such space and to continue this Lease in full force and effort as to the entire Premises.

Assignment and Subletting. Tenant may assign this Lease in whole or in part or sublease the Property, in whole or in part, to its parent corporation, or to a successor of all of its business and assets, or to an affiliate corporation, or a partner owning not less than a thirty-five percent (35%) partnership interest in Tenant. This Lease may not otherwise be assigned by Tenant nor shall Tenant sublease the whole or any part of the Property without the prior written consent of the Landlord which shall not 40 41 be unreasonably withheld or delayed. Any unauthorized assignment or subletting will be null and void, ab intitio. Consent by Landlord to one or more assignments or sublettings shall not operate as a consent to, or a waiver of Landlord's right with respect to, any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, Tenant shall not assign or encumber its interest at all times remain fully responsible and liable for the payment of the Rent and for compliance with all of Tenant's other obligations under this Lease or sublet all Lease. If an Event of Default should occur while the Property or any portion part thereof is then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may at its option collect directly from such assignee or subtenant all payments becoming due to Tenant under such assignment or sublease and apply such payments against any sums due to Landlord by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or subtenant to make such payments directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or subtenant shall be construed to constitute a novation or a release of Tenant from the further performance of its obligations hereunder. Receipt by Landlord of payments from any assignee, subtenant or occupant of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall not be deemed assignments for a waiver of the purposes covenant in this Lease against assignment and subletting, or a release of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by under this Lease, and no consent . The receipt by Landlord from any such assignee or subtenant obligated to one assignment or subletting make payments shall be a consent full and complete release, discharge, and acquittance to such assignee or subtenant to the extent of any further assignment or sublettingsuch amount so paid to Landlord. If Xxxxxx proposes a Tenant requests Landlord's consent, which shall not be reasonably withheld, to an assignment of the Lease or subletting of all or part of 41 42 the Property, it shall submit to Landlord, in writing, the name of the proposed assignee or subtenant and the nature of the business of the proposed assignee or subtenants, the term, use, and other particulars of the proposed subletting or assignment for which Xxxxxxxx's consent is requiredassignment, including without limitation, evidence satisfactory to Landlord shall have the option of terminating this Lease and dealing directly with that the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesfinancially responsible.

Assignment and Subletting. Tenant (a) Guest shall not assign or encumber its interest under this Lease or sublet all the Premises or any portion part thereof without the written consent of Host, which consent shall not be unreasonably withheld or delayed. Any other provision of this Paragraph to the contrary notwithstanding, Host shall not be required to give its consent to an assignment or subletting of the Premises without first obtaining Landlord's consent in writingleased Premises, or any part thereof, if the effect of such assignment or subletting would be to create a profit of more than 50% of the Rental income for the Guest after deducting Guests costs to sublet. This provision shall apply to all transfers by operation of lawIn such cases, and to all mergers and changes in control of Tenant, all of which any profit from the assignment or subletting shall be deemed assignments paid 50% to the Host after deducting Guest’s expenses related to the assignment or sublease including, but not limited to brokerage fees, improvements, attorney’s fees. Guest agrees that it shall not be unreasonable for Host to withhold its consent to a proposed assignment or subletting if: (1) Host believes that the purposes proposed assignee or sublessee is not as financially responsible as Guest on the date hereof unless Guest remains liable under the lease in which case there shall be no such condition to assignment or sublease; (ii) the proposed assignee or sublessee will not conduct on the Premises a business of this Sectiona quality equal to that conducted by Guest. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no Host’s consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than waive the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold requirement of its consent to any subsequent assignment or subletting provided sublease. In the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate event Host consents to Guest’s subletting, Guest shall include in such sublease all of the Building pertinent terms contained herein, and Guest shall furnish Host with a certified copy of any and all subleases affecting the demised Premises prior to such consent; and in case of default by Guest giving Host right of entry for comparable space breach of condition subsequent, Guest, at Host’s option, shall assign all of Guest’s right, title and interest in any subleases to Host, and Guest shall incorporate such provision in any and all subleases made by Guest. Host’s consent to an assignment shall not be effective until Host has received a written document in which the proposed Tenant is compatible with Landlord's normal standards for assignee has assumed and agreed to perform all of Guest’s obligations in the BuildingLease. If Host’s consent to an assignment or subletting is permittedsublease shall not release the Guest from the payment and performance of its obligations in the Lease, any cash net profit, or but rather the net value of any other consideration received by Tenant as a result of such transaction Guest and its assignee shall be paid jointly and severally primarily liable for such payment and performance. Guest shall reimburse Host for all reasonable costs not to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs exceed $1,000.00 incurred by Landlord Host in connection with a request for sublease or assignment (including a proposed sublease or subletting, including reasonable attorney feesassignment which is not consummated).

Assignment and Subletting. Tenant covenants and agrees that Tenant shall not assign or encumber its interest under this Lease or sublet (which term, without limitation, shall include the granting of concessions, licenses, and the like) without in each instance having first received the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and in any case where Landlord shall consent to such assignment or subletting, the Tenant named herein shall (i) remain fully liable for the obligations of Tenant hereunder, including without limitation, the obligation to pay the rents and other amounts provided under this Lease, and (ii) pay over to Landlord one half of any rent or additional rent or other income received from any sub-tenant or assignee in excess of Tenant's obligations to Landlord, as set forth in this Lease, after deducting therefrom all transaction costs (i.e. leasing commission and legal expenses), and after amortizing Tenant's initial improvements made to the Premises based upon the specific amortization schedule attached hereto as Exhibit E. Notwithstanding the foregoing or any anything to the contrary herein contained, Tenant may assign this Lease or sublease a portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control any parent company or wholly owned subsidiary company of Tenant, or a joint venture controlled by Tenant, or to any corporation resulting from an acquisition, merger or consolidation of Tenant provided (i) the successor corporation or Tenant as guarantor of such successor corporation's obligations has a capitalization sufficient in Landlord's reasonable opinion to support Tenant's obligations under this Lease (ii) sufficient documentation and verifiable information supporting the successor's corporation compliance with condition (i) above shall be submitted to Landlord for Landlord's review and approval, which approval shall not be unreasonably withheld, conditioned or delayed and (iii) the assignee or sublessee shall agree directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all of which shall the terms, covenants and conditions to be deemed assignments for the purposes of this Section. No assignment shall relieve observed by Tenant of its obligation to pay rent or perform other obligations required by under this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs to Landlord, as additional rent, Landlord's reasonable legal fees and other expenses incurred by Landlord in connection with a request for any proposed assignment or sublettingsublet, including reasonable attorney feeswithout limitation, fees for review of documents.

Assignment and Subletting. 20.01 Landlord shall have the right to transfer and assign, in whole or in part its rights and obligations in the Buildings and property that are the subject of this Lease. Tenant shall not assign this Lease or encumber sublet all or any part of the Leased Premises without the prior written consent of the Landlord; provided that, Landlord’s consent to the subletting of any or all of the Leased Premises shall not be unreasonably withheld or delayed. In the event of any assignment or subletting, Tenant shall nevertheless at all times, remain fully responsible and liable for the payment of the rent and for compliance with all of its interest other obligations under the terms, provisions and covenants of this Lease. If all or any part of the Leased Premises are then assigned or sublet, Landlord, in addition to any other remedies provided by this Lease or provided by law, may at its option, collect directly from the assignee or subtenant all rents becoming due to Tenant by reason of the assignment or sublease; provided that, the foregoing provision shall apply to a sublease only if Tenant is at such time in default under this Lease beyond any applicable notice and/or right to cure period provided for under this Lease. Any collection directly by Landlord from the assignee or subtenant shall not be construed to constitute a novation or a release of Tenant from the further performance of its obligations under this Lease. 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 gross excess in such rent as such rent is received by Tenant and fifty percent (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 fifty percent (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 a sum not to exceed $1,000.00 to partially reimburse Landlord for its costs, including reasonable attorneys’ fees, incurred in connection with processing such assignment or subletting request. Notwithstanding any contrary provisions contained in this Lease, Tenant may, upon at least ten (10) days prior written notice to Landlord, but without obtaining Landlord’s prior consent, without constituting a default under the Lease, and without triggering any recapture or termination rights in favor of Landlord, assign the Lease or sublet all or any portion of the Leased Premises without first obtaining Landlord's consent to (a) any entity formed by Tenant, provided Tenant owns or beneficially controls a majority of the outstanding ownership interest in writing. This provision shall apply to all transfers by operation of lawsuch entity, and to all mergers and changes in control (b) any parent or subsidiary entity of Tenant, (c) any person or entity that acquires all or substantially all of which shall be deemed assignments for Tenant’s assets, provided that such acquiring entity has a net worth on the purposes date of this Section. No assignment shall relieve such acquisition equal to or grater than the net worth of Tenant as of its obligation to pay rent or perform other obligations required by the date of this Lease, or (d) any entity with which Tenant merges, regardless of whether Tenant is the surviving entity, provided that such surviving entity has a net worth on the date of such merger equal to or greater than the net worth of Tenant as of the date of this Lease. In addition, an assignment or sublet shall not include, and no Landlord’s consent shall not be required with respect to, any sale or other transfer of any shares of Tenant’s capital stock, including, but not limited to, (i) any initial or subsequent public offering by Tenant, or (ii) if Tenant is a public company, the sale or transfer of Tenant’s stock to one take Tenant private. In the event of any such proposed assignment of the Lease or subletting of the Leased Premises not requiring Landlord’s consent hereunder, Tenant’s notice of such proposed assignment or subletting as required hereinabove shall be a consent to any clearly identify the nature of the transaction and the identity of the proposed assignee or subtenant; and Tenant shall further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, provide Landlord with such additional information regarding such proposed transaction as Landlord shall thereafter reasonably request or require. Landlord shall, in this regard, have the option of terminating this Lease and dealing directly with the right to reject any such proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the which is to an assignee or subtenant or assignee whose business, in Landlord’s reasonable judgment, is not less than in reasonable conformity with the current scheduled rental rate nature and types of the Building for comparable space and businesses of the proposed Tenant is compatible with Landlord's normal standards for tenants occupying the Building. If an assignment or subletting is permitted, any cash net profit, or Project as of the net value date of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesthis Lease.

Assignment and Subletting. Tenant 12.1 Sublessee shall not assign or encumber its interest under this Lease or sublet all Sublease or any portion of Sublessee's rights or obligations hereunder, sublet or permit anyone to occupy the Premises or any part thereof, or mortgage this Sublease or Sublessee's rights hereunder, without first obtaining LandlordSublessor's consent in writingand Lessor's prior written consent. This provision shall apply to all transfers No assignment or transfer of this Sublease may be effected by operation of lawlaw or otherwise without Sublessor's and Lessor's prior written consent, which shall not unreasonably be withheld. Sublessor's or Lessor's consent to any assignment, subletting or occupancy thereto or Sublessor's or Lessor's collection or acceptance of rent from any assignee, subtenant or occupant shall not be construed as a waiver or release of Sublessee from any liability hereunder or from the obligation of obtaining Sublessor's and Lessor's prior written consent to any subsequent assignment, subletting or occupancy. Sublessee hereby assigns to Sublessor and Lessor any sums due from any assignee, subtenant or occupant of Sublessee as security for Sublessee's performance of its obligations pursuant to this Sublease, and Sublessee authorizes each such assignee, subtenant or occupant to all mergers pay such sums directly to Sublessor or Lessor if such assignee, subtenant or occupant receives written notice from Sublessor specifying that such rent shall be paid directly to Sublessor or Lessor. Sublessor's or Lessor's collection of such rent shall not be construed as an acceptance of such assignee, subtenant or occupant as a tenant. All restrictions and changes in control of Tenant, all of which obligations imposed on Sublessee pursuant to this Sublease shall be deemed assignments for the purposes to extend to any subtenant, assignee or occupant of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this LeaseSub lessee, and no consent Sublessee shall cause such persons to one comply with all such restrictions and obligations. Any sublease, assignment or subletting other transfer shall be a effected on forms supplied or approved by Sublessor and Lessor. Sublessee shall pay all expenses incurred by Sublessor and Lessor in connection with Sublessee's request for Sublessor's and Lessor's consent to any further assignment assignment, subletting, occupancy or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is requiredmortgage, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, including but not limited to any prospective tenant with which the Landlord reasonable attorneys' fees incurred in preparing or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes reviewing documentation related to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feestransaction.

Assignment and Subletting. Without the prior written consent of Landlord, Tenant shall not assign (a) sublease the Premises, or encumber assign, convey, encumber, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the interest of Tenant in this Lease, in whole or in part, by operation of law or otherwise; or (b) permit the use and occupancy of the Premises by any party other than Tenant, its interest agents, employees, invitees, guests and licensees. Landlord agrees that Landlord's consent to a proposed assignment or sublease will not be unreasonably withheld. Tenant agrees that Landlord shall not be deemed to have unreasonably withheld its consent if Tenant is in default under this Lease or sublet if the proposed transferee is a tenant or occupant of the Building or negotiating with Landlord for space in the Building, in addition to other circumstances in which Landlord's consent may reasonably be withheld. If Tenant desires to assign this Lease or enter into any sublease of the Premises, Tenant shall deliver written notice of such intent to Landlord, together with a copy of the proposed assignment or sublease and any other information which Landlord reasonably requires, at least sixty (60) 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 and conditions of this Lease. Tenant shall pay Landlord on the first day of each month during the term of each sublease, the excess of all or any rent and other consideration due from the subtenant for such month over that portion of the Premises without first obtaining Landlord's consent Adjusted Monthly Base Rent due under this Lease for such month which is allocable on a square footage basis to the space sublet. Tenant shall pay Landlord all consideration due to Tenant on account of each assignment when due from the assignee. In the event of any approve sublease or assignment, Tenant shall not be released or discharged from any liability, whether past, present or future, under this Lease, including any renewal term of this Lease. For purposes of this Lease, an assignment shall be considered to include a change in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in the majority ownership or control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed if Tenant is compatible with Landlord's normal standards for the Building. If an assignment a corporation whose shares of stock are not traded publicly or subletting is permitteda partnership, any cash net profit, limited liability company or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenantbusiness entity. Tenant shall pay any Landlord's reasonable costs and expenses, including attorneys' fees and fees of architects, engineers and other professionals, incurred by Landlord in connection with a request for any proposed assignment or sublettingsublease, including reasonable attorney feeswhether or not Landlord consents to such assignment or sublease.

Assignment and Subletting. 20.01 Landlord shall have the right to transfer and assign, in whole or in part its rights and obligations in the building and property that are the subject of this Lease. Tenant shall not assign or encumber its interest under this Lease or sublet all or any portion part of the Leased Premises without first obtaining the prior written consent of the Landlord's consent in writing. This provision shall apply to all transfers by operation In the event of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting, Tenant shall nevertheless at all times, remain fully responsible and liable for the payment of the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. If Xxxxxx proposes a subletting all or any part of the Leased Premises are then assigned or sublet, Landlord, in addition to any other remedies provided by this Lease or provided by law, may at its option, collect directly from the assignee or subtenant all rents becoming due to Tenant by reason of the assignment for which Xxxxxxxx's consent is requiredor sublease, and Landlord shall have a security interest in all properties on the option Leased Premises to secure payment of terminating such sums. Any collection directly by Landlord from the assignee or subtenant shall not be construed to constitute a novation or a release of Tenant from the further performance of its obligations under this Lease. In the event that Tenant sublets the Leased Premises or any part thereof, or assigns this Lease and dealing directly with the proposed subtenant or assigneeat any time receives rent and/or other consideration which exceeds that which Tenant would at that time be obligated to pay to Landlord, or any third party. Notwithstanding the foregoing, Tenant shall pay to Landlord may at its sole discretion withhold consent to the subletting or assignment 100% of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. gross excess in such rent as such rent is received by Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value 100% of any other consideration received by Tenant as a result of from such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord subtenant in connection with a request for such sublease or, in the case of any assignment of this Lease by Xxxxxx, Landlord shall receive 100% of any consideration paid to Tenant by such assignee in connection with such assignment. In addition, should Xxxxxxxx agree to an assignment or sublettingsublease agreement, Tenant will pay to Landlord on demand the sum of $500.00 to partially reimburse Landlord for its costs, including reasonable attorney attorneys' fees., incurred in connection with processing such assignment or subletting request. INSOLVENCY OF TENANT

Assignment and Subletting. Except as provided below, Tenant shall not assign voluntarily or by operation of law assign, mortgage or otherwise encumber its all or any part of Tenant's interest in this Lease or in the Premises without obtaining the prior written consent of Landlord in each instance and any attempt to do so without first obtaining such consent shall be voidable at the option of Landlord; provided, however, that Landlord shall not unreasonably withhold or delay such consent, which consent shall require that such assignee, mortgagee or encumbrancee consent to be bound by all of the terms and conditions of this Lease. In the event of any sublease or assignment to which Landlord's consent is requested and given, Landlord shall collect the rent paid by Tenant's sublessee or assignee which is in excess of the rent due under this Lease, on a per rentable square foot basis. In reviewing any request for an assignment of Tenant's interest under this Lease, Landlord may take into consideration the credit- worthiness and business use of the proposed assignee. Notwithstanding any of the foregoing, without the consent of Landlord, Tenant may voluntarily or by operation of law assign and delegate this Lease to the surviving corporation upon any reorganization, merger, consolidation or acquisition of Tenant, and Tenant may assign, sublet and delegate this Lease for all or any portion of the Premises to its parent company, any wholly-owned subsidiary or any affiliate, provided that both Tenant and any such assignee shall both be bound by all of the terms and conditions of this Lease. Use and occupancy by assignee will be consistent with operation and maintenance of a First Class office building and will not be in conflict with any other Lease in the Building. Tenant shall not sublease the Premises without first obtaining the prior written consent of Landlord's , which consent in writing. This provision of Landlord shall apply to all transfers by operation of lawnot be unreasonably withheld or delayed, and which consent shall require that such subtenant consent to be bound by all mergers of the terms and changes in control conditions of this Lease. Consent to one assignment, subleasing or other transfer shall not be deemed to constitute consent to any subsequent assignment, subleasing or other transfer of Tenant's interest in this Lease. Except as expressly provided herein, all of which shall be deemed assignments for the purposes of this Section. No no such assignment or subletting shall relieve Tenant of its obligation to pay rent any liability under this Lease regardless of whether such liability arises by or perform other obligations required by this Lease, and no consent to one assignment through Tenant. Assignment or subletting shall be not operate as a waiver of the necessity for a written consent to any further subsequent assignment or subletting, and the terms of such consent shall be binding upon any person holding by, under or through Tenant. Landlord may, at its election, collect rent directly from such assignee or subtenant. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's such consent is requiredrequested, Landlord shall have reserves the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent right to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its or if consent to any assignment or is requested for subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate entire Premises, Landlord reserves the right to terminate this Lease at the date of sublet commencement. In the event Tenant desires to assign this Lease or sublet the Premises or any part hereof, Tenant shall give Landlord written notice at least thirty (30) days in advance of the Building for comparable space date on which Tenant desires to make such assignment or sublease, which notice shall specify: (a) the name, address and business of the proposed Tenant is compatible with Landlord's normal standards assignee or sublessee, (b) the amount and location of the space affected, and (c) the proposed effective date and duration of the subletting or assignment, and (d) current financial statements of the proposed assignee or sublessee. Each request for the Building. If an assignment or subletting is permittedmust be accompanied by a Processing Fee, any cash net profitequal to no less than five hundred dollars ($500.00) plus reasonable legal fees, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid in order to reimburse Landlord promptly following its receipt by Tenant. Tenant shall pay any costs for expenses, incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feessuch request.

Assignment and Subletting. Tenant Subtenant shall not assign assign, sublet, encumber or encumber its otherwise transfer any interest under in this Lease or sublet all Sublease or any portion part of the Subleased Premises (collectively referred to as a “Transfer”), without first obtaining Landlord's the written consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall not be deemed assignments for unreasonably withheld or delayed. Tenant may condition its consent on (a) obtaining any required consent from Landlord; (b) Subtenant satisfying any conditions on the purposes of this SectionTransfer imposed by Landlord; and (c) such other reasonable conditions that Tenant may impose. No assignment Transfer shall relieve Tenant Subtenant of its obligation to pay rent or perform other obligations required by any liability under this Lease, and no Sublease notwithstanding Tenant's consent to one assignment or subletting such Transfer. Consent to any Transfer shall be not operate as a waiver of the necessity for Tenant's consent to any further assignment or sublettingsubsequent Transfer. In connection with each request for consent to a Transfer, Subtenant shall pay the reasonable cost of processing same, including attorneys' fees and any cost charged by Landlord for granting its consent under the Master Lease, upon demand of Tenant. If Xxxxxx proposes Subtenant is a subletting partnership, limited liability company, corporation, or assignment for which Xxxxxxxx's consent is requiredother entity, Landlord shall have the option any transfer of terminating this Lease and dealing directly with the proposed subtenant Sublease by merger, consolidation, redemption or assigneeliquidation, or any third partychange in the ownership of, or power to vote, which singularly or collectively represents a majority of the beneficial interest in Subtenant, shall constitute a Transfer. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent As a condition to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) monthsand Tenant's approval, if given, any potential assignee or where sublessee otherwise approved shall assume all obligations of Subtenant under this Sublease and shall be jointly and severally liable with Subtenant and any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Leaseguarantor, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards if required, for the Buildingpayment of Rent and other charges due hereunder and performance of all terms of this Sublease. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in In connection with a request for assignment or sublettingany Transfer, including reasonable attorney feesSubtenant shall provide Landlord and Tenant with copies of all assignments, subleases and assumption agreements and documents.

Assignment and Subletting. Tenant The Lessee shall not, without the Lessor’s prior written consent, which consent shall not assign be unreasonably: (a) assign, convey, mortgage, pledge, encumber or encumber its interest under otherwise transfer (whether voluntarily or otherwise) this Lease or sublet all or any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers interest under it; (b) allow any transfer by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for ; (c) sublet the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, Premises or any third partypart thereof; or (d) permit the use or occupancy of the Premises or any part thereof by anyone other than the Lessee. Notwithstanding the foregoing, Landlord may at in no event shall Lessor be deemed to have unreasonably withheld its sole discretion withhold consent in the event that Lessee desires to enter into an assignment with an entity that fails to have similar financial strength of Lessee. If this Lease is assigned or if the Premises or any part thereof be sublet or occupied by anybody other than the Lessee, with the consent of Lessor as stated above, Lessor may, after default by Lessee, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the subletting Base and Additional Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of Lessee’s covenants contained in this Lease or the acceptance of such assignee, subtenant or occupant as Lessee, or a release of Lessee from further performance by Lessee or covenants on the part of Lessee herein contained. In the event a sublease or assignment is made with the Lessor’s prior written consent, as herein provided, Lessee shall pay Lessor a charge of Three Hundred Fifty and 00/100 Dollars ($350.00) as reimbursement for necessary legal and accounting services required by Lessor to accomplish such assignment or subletting. Said amount shall be deemed to be Additional Rent under the terms of this lease. If the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord are sublet or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise assigned in full at a rate which is less Base Rent higher than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent Base Rent required to any assignment or subletting provided the effective rental be paid by Lessee, the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space difference shall be shared equally by Lessor and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value Lessee after deductions therefrom of any other consideration received leasing commissions and any alteration expenses actually incurred and paid for by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord Lessee in connection with a request for assignment such subletting or subletting, including reasonable attorney feesassignment.

Assignment and Subletting. Tenant shall not assign or encumber its interest under this Lease or sublet all or any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers neither voluntarily nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Leased Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the employees, agents, servants and invitees of Tenant excepted) to all mergers occupy or use the Leased Premises, or any portion thereof, without the written consent of Landlord first had and changes in control of Tenantobtained, all of which consent shall not be unreasonably withheld or delayed and shall be deemed assignments given if Landlord does not respond to Tenant's request for consent within fifteen (15) days after the purposes written request is received. Any request by Tenant shall be in writing with complete and accurate details of this Section. No the proposed assignment shall relieve Tenant or sublease, including, without limitation, the proposed use by such assignee or sublessee, current financial statements (balance and income sheets), certified by one or more owners of its obligation to pay rent the proposed assignee or perform other obligations required sublessee and prepared or approved by this Leasea certified public accountant as being true and complete, and no prepared in accordance with generally accepted accounting principles. Any objection to any proposed assignment or subletting may include or be based on an allegation that the Tenant has provided insufficient or incomplete information regarding the proposed transaction or parties. A consent to one assignment assignment, subletting, occupation or subletting use by any other person shall not be deemed to be a consent to any further subsequent assignment, subletting, occupation or use by another person. Any such assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is requiredwithout such consent, Landlord shall have at the option of terminating the Landlord, shall be void, and constitute a default under this Lease and dealing directly with Lease. If any amounts payable by an assignee (including, without limitation, any consideration for the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises Lease) or subtenant with respect to an existing occupant its occupancy of the BuildingLeased Premises are in excess of the amounts payable by Tenant to Landlord hereunder, said excess amounts (after first deducting from such excess amounts all Tenant's actual out of pocket costs to any prospective tenant with which third parties for such subleasing or assignment, such as Tenant Improvements, lease commissions, attorneys fees, free rent and advertising), shall be equally divided between the original Tenant and the Landlord. In the event of an assignment, if the excess is paid as a lump sum, then all such costs shall be deducted before it is divided; and if the excess is paid over a term, such costs shall be amortized over that term and deducted from the payments received. In the event of a sublease, all such amounts due to the Landlord shall constitute Additional Rent due on the same day such excess rent or Landlord's agents have negotiated within the previous six (6) months, other charges are due by such Sublessee or where any sublease will require any changes to any building systemsAssignee. Tenant shall not advertise at a rate which is less than permit any subtenant to make any Alterations without the Building's listed rateadvance written consent of Landlord. If Tenant requests an approval by Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to for any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space subletting, Tenant agrees to pay all reasonable costs and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs fees incurred by Landlord in connection with a request for any such proposed assignment or subletting, including regardless of whether such assignment or subletting is eventually consummated; provided that no such costs or fees shall exceed One Thousand and 00/100 Dollars ($1,000.00) for each proposed assignment or subletting. Except as set forth in this sentence, Tenant shall have no claim, and hereby waives the right to any claim, against Landlord for money damages by reason of any refusal, withholding or delay by Landlord of any consent or approval to any proposed assignment or subletting, and, in such event, Tenant's sole remedy for any such refusal, withholding or delay shall be an action for specific performance or injunction; provided that Tenant shall also have a claim for damages if, after Tenant has filed a lawsuit for specific performance or injunctive relief, but prior to the court's determination of Tenant's request for specific performance and/or injunctive relief, the proposed assignee or sublessee refuses to complete the assignment or subletting, unless the primary reason for such refusal to complete the transaction is not the delay caused by waiting for the court's determination; and provided further that until there has been a determination by a court of competent jurisdiction regarding Tenant's request for specific performance, injunction or damages, Tenant shall have no right to withhold the payment of any Base Rent, Additional Rent or other charges payable by Tenant hereunder, or to claim any setoff against same on account of this paragraph 15, and Tenant hereby consents that Landlord is entitled to have Tenant's obligation (to continue to pay Base Rent and other charges until a determination on Tenant's claim for specific performance, injunction or damages) enforced by injunctive relief. The Tenant agrees that Landlord's withholding of consent to any proposed assignment or subletting shall be deemed to be reasonable attorney feesif, in addition to any other reasonable factors used by Landlord in its evaluation, (i) any existing guarantor, surety or assignor fails to agree in writing to continue to remain liable for the entire term of the Lease after such assignment and/or subletting, (ii) the proposed assignee or sublessee is not, in Landlord's reasonable determination, financially capable of complying with this Lease, or the portion thereof subject to such assignment and/or subletting, according to its terms, (iii) the proposed assignee or sublessee will use the Leased Premises for a purpose other than as allowed under Article 5 above or (iv) the proposed assignee or sublessee will use the Leased Premises for a purpose which violates the exclusive rights granted by Landlord to any other lessee in the Building prior to such assignment or subletting. So long as the proposed assignee or sublessee and such assignment or subletting do not violate the terms of (i), (iii) or (iv) of the preceding sentence, Landlord hereby consents to any assignment or subletting of this Lease or any interest therein to any Affiliate of Tenant (as defined below), so long as Tenant gives detailed written notice of such assignment or subletting to Landlord at least thirty (30) days prior to the effective date of any such assignment or subletting, and so long as such Affiliate executes any and all documents reasonably required to bind such Affiliate to the terms of this Lease, to the extent applicable to the portion of the Lease which is being assigned to or sublet by such Affiliate. A person shall be deemed to be an Affiliate of Tenant if (i) Tenant owns at least eighty percent (80%) of all issued and outstanding stock or other ownership interest in such person, such person owns at least eighty percent (80%) of the issued and outstanding stock or other ownership interest in Tenant or a third person owns at least eighty percent (80%) of the stock or other ownership interest in both the Tenant and the other person who is the proposed assignee or sublessee, or the person is an entity into which Tenant is merged or entity with which Tenant is consolidated, or entity that purchases all or substantially all of Tenant's assets; and (ii) there exists no plan or intent by Tenant or the Affiliate or Affiliate's parent company, at the time of the assignment or subletting, to reduce the percentage of ownership below the amount required under this paragraph. No such assignment or subletting shall release Tenant from any of the obligations to accrue under this Lease, whether before or after the date of any such assignment or subletting. If this Lease grants to Tenant any option to renew or extend this Lease, no assignee or sublessee, regardless of whether approved by Landlord, shall be entitled to exercise such option unless the document evidencing Landlord's approval expressly so provides. All assignments of this Lease shall be on the Assignment form attached hereto as Exhibit I; provided that any assignment documents for an assignment shall further provide that, in the absence of an agreement between the parties to the contrary, the assignor shall not be liable for any increase in any Base Rental or other charges hereunder caused by any modification, extension or renewal of this Lease entered into by such assignee after the date of such assignment without the assignor's prior written consent; provided that (i) no such post-assignment modification, extension or renewal shall operate as a release of such assignor, and such assignor shall continue to remain liable for all rent and other charges under this Lease but such liability shall be limited to the amount which would have been due absent such post-assignment modification, extension or renewal, and (ii) nothing in this sentence shall operate to prevent Landlord from requiring, as part of Landlord's reasonable consent, that such assignor remain liable for any such post-assignment modifications, extensions and renewals for which assignor has provided its prior written consent if the proposed assignee is not, in Landlord's reasonable determination, financially capable of complying with this Lease, or the portion thereof subject to such assignment, according to its terms. No assignee or sublessee of less than all of the Leased Premises shall be entitled to Tenant's signage rights under EXHIBIT G attached hereto. So long as all assignees and sublessees are Affiliates of Tenant, no assignment or subletting shall change or reduce Tenant's signage rights.

Assignment and Subletting. Tenant shall not mortgage this Lease or any estate or interest therein. Tenant shall not assign this Lease, in whole or encumber its interest under this Lease in part, or sublet all or any portion of the Premises Demised Premises, without first obtaining the Landlord's ’s written consent, which consent in writingnay be granted or denied at Landlord’s sole discretion. This provision shall apply to all transfers prohibition includes any subletting or assignment which would otherwise occur by operation of law, and to all mergers and changes in control merger, consolidation, reorganization, transfer or other change of Tenant’s corporate or proprietary structure, all or any assignment or subletting to or by a receiver or Trustee in any bankruptcy, insolvency, or other proceedings. Any change in ownership or power to vote a majority of which the issued and outstanding voting stock of Tenant shall be deemed assignments constitute an assignment for the purposes purpose of this Lease and shall require the written consent of Landlord as provided in this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required Consent by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is shall not less than the current scheduled rental rate constitute a waiver of the Building requirement for comparable space and Landlord’s consent to any subsequent assignment or subletting. The acceptance by Landlord of the proposed Tenant is compatible with Landlord's normal standards for the Building. If an payment of rent following any assignment or subletting shall not be deemed to be a consent by Landlord to such assignment or subletting. It is permitted, any cash net profit, expressly understood and agreed that in the event Landlord approves a sublease or an assignment by Tenant such approval shall not be construed as a waiver or release of Tenant from the net value terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of any rent from any such assignee or subtenant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease, nor shall any such assigning or subletting be construed to relieve Tenant from giving Landlord notice or from obtaining the consent in writing of Landlord to any future assigning or subletting. In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. In addition, if the rents and other consideration received by amounts due and payable under any sublease for any period shall exceed the rents and other amounts payable for the Demised Premises pursuant to this Lease, then Tenant as a result shall pay one hundred percent (100%) of such transaction shall be paid excess to Landlord promptly following its receipt Landlord, as Additional Rent, as and when received by Tenant. Landlord may freely and fully assign its interest hereunder. In the event of any transfer of title to the Demised Premises or of Landlord’s interest in the Demised Premises occurs, the Landlord shall be relieved of all obligations as landlord under this Lease accruing after such transfer and it shall be deemed, without further agreement, that such transferee has assumed and agreed to perform and observe all obligations of Landlord herein during the period it is the holder of Landlord’s interest under this Lease and further, it is hereby agreed that Tenant shall pay any costs incurred by Landlord be bound to such transferee, as landlord, in connection accordance with a request for assignment or subletting, including reasonable attorney feesall of the obligations as Tenant as set out in this Lease.

Assignment and Subletting. Tenant may not assign this Lease or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent will not be unreasonably withheld; and any attempted assignment or subletting without such consent shall be invalid. At least thirty (30) days prior to the proposed effective date of such assignment or sublease, Tenant shall provide Landlord a signed original of the document. Tenant shall also provide, at Landlord's request, any information on the proposed assignee or subtenant that Landlord may require to make a determination of the quality of such proposed assignee or subtenant. In the event of a permitted assignment or subletting, Tenant shall nevertheless at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Tenant's other obligations under the terms, conditions and covenants of this Lease except as may be otherwise provided for herein. No assignment or subletting of the Leased Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all of Tenant's obligations under this Lease. Upon the occurrence of a default hereunder, if all or any part of the Leased Premises are then assigned or sublet, Landlord, in addition to any other remedies provided by this Lease or by law, may, at its option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of the assignment or subletting. Any collection by Landlord from the assignee or subtenant shall not assign be construed to constitute a waiver or encumber release of Tenant from the further performance of its interest obligations under this Lease or sublet all the making of a new lease with such assignee or subtenant. If Tenant shall make any portion assignment or sublease, with Landlord's consent, for a rental in excess of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating payable under this Lease and dealing directly with the proposed subtenant or assignee(including any applicable escalations), or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed ratebe entitled to keep such excess, and Tenant shall pay to Landlord fifty (50%) of any such excess rental upon receipt. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold may refuse to give its consent to any proposed assignment or subletting provided for any reason, including, but not limited to Landlord's determination that its interest in the effective rental paid Lease or the Leased Premises would be adversely affected by (i) the subtenant financial condition, creditworthiness or assignee is not less than the current scheduled rental rate business reputation of the proposed assignee or subtenant, (ii) the prevailing market or quoted rental rates for space in the Building for or other comparable space and buildings, or (iii) the proposed Tenant is compatible with Landlord's normal standards for use of the Building. If an assignment or subletting is permitted, any cash net profitLeased Premises by, or business of, the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees.proposed

Assignment and Subletting. 10.1 The Tenant shall may not assign or encumber its interest under sublet the Leased Premises or any part thereof, unless it shall first advise the Landlord in writing, by certified mail, return receipt requested. In such event, the Landlord shall have 45 days from receipt of such notice to elect to re-capture the Leased Premises and terminate the Lease or to consent to the assignment of the Lease or the sublease of the Leased Premises. If Landlord fails to respond in the 45 days, consent is deemed given. However, Tenant shall be permitted to assign this Lease or sublet all sublease the premises, without the consent of Landlord but with notice to Landlord, to (i) a wholly-owned subsidiary, or a parent (ii) any portion of corporation, partnership, trust, limited liability company or similar entity under the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in direct or indirect control of Tenant (collectively, “Tenant, all of ’s Affiliates”); or (iii) any joint venture or similar arrangement as to which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be Tenant’s Affiliates are a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at Subject to its sole discretion withhold consent to the subletting or assignment right of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Leaserecapture, Landlord shall not unreasonably withhold its consent to any an assignment of this Lease to an entity that Initial: Landlord ___ acquires substantially all of Tenant’s assets, provided that either (x) Chrysalis International Corporation (“International”) remains the guarantor of this Lease or subletting provided (y) a person or entity is substituted for International as guarantor of this Lease (the effective rental paid by “Substitute Guarantor”) which has a net worth at least equal to that of International at the subtenant or assignee is not less than the current scheduled rental rate time of the Building for comparable space assignment, and provided further that the proposed Tenant is compatible with Landlord's normal standards for the BuildingSubstitute Guarantor assumes all of International’s obligations under its guaranty of this Lease. If an assignment or subletting is permittedUpon such assumption, any cash net profit, or the net value International shall be relieved of any other consideration received by Tenant as a result further obligation under its guaranty of such transaction shall be paid to Landlord promptly following its receipt by Tenantthis Lease. Tenant shall pay any costs reimburse Landlord for its reasonable attorneys’ fees actually incurred by Landlord in connection with a request negotiating the documentation for such assignment or subletting, including reasonable attorney feesand substitution of guarantor.

Assignment and Subletting. (a) Tenant acknowledges that without the prior written consent of Landlord (which consent shall not be unreasonably withheld or delayed), Tenant does not have the right or power to assign or encumber its interest under in any manner transfer this Lease or any estate or interest hereunder. Further, without Landlord's prior written consent (which consent shall not be unreasonably withheld or delayed), Tenant shall not: (i) permit any assignment of this Lease or any estate or interest hereunder, voluntarily or by operation of law; (ii) sublet all the Premises or any part thereof; (iii) grant any license, concession or other right of occupancy of any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent Premises; or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of (iv) permit the Premises to an existing occupant be possessed by any parties other than Tenant, its agents and employees (hereinafter the above are individually and collectively referred to as "Transfer"). Consent by Landlord to one or more Transfers will not operate as a waiver of the Building, Landlord's rights as to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where subsequent Transfers. Notwithstanding any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesTenant shall at all times remain fully liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations hereunder. If an event of default (as defined below) should occur when this Lease is assigned or any part of the Premises are sublet, Landlord, in addition to any other remedies provided in this Lease or available at law, may at its option collect directly from any assignee or subtenant all rents becoming due to Tenant and apply them against any sums due from Tenant. Tenant hereby authorizes and directs any assignee or subtenant to make such payments of rent directly to Landlord upon request from Landlord. No collection by Landlord from any assignee or subtenant will constitute a novation or a release of Tenant or any guarantor of Tenant's obligations from the further performance of Tenant's obligations. Nor will Landlord's receipt of rent from any transferee, assignee, subtenant, or occupant of the Premises constitute a waiver of Tenant's covenant against assignment and subletting. Any attempted Transfer, assignment, sublease, mortgage or encumbrance by Tenant in violation of this Paragraph will be void.

Assignment and Subletting. (a) Tenant shall not, without the prior written consent of Landlord (which shall not be unreasonably withheld or delayed), (1) assign or encumber its interest under in any manner transfer this Lease or any estate or interest therein, (2) permit any assignment of this Lease or any estate or interest therein by operation of law, (3) sublet all the Premises or any part thereof, (4) grant any license, concession or other right of occupancy of any portion of the Premises or (5) permit the use of the Premises by any parties other than Tenant and Tenant Parties (any of events listed in Section 14.(a)(1) through 14.(a)(5) being a "Transfer"); and any such acts without first obtaining Landlord's ’s prior written consent in writingshall be void and of no effect. This provision Consent by Landlord to one or more assignments or sublettings shall apply not operate as a waiver of Landlord’s rights as to any subsequent assignments and sublettings. Notwithstanding any assignment or subletting or any other Transfer, Tenant shall at all transfers by operation times remain fully responsible and liable (jointly and severally) for the payment of law, the Rent herein specified and to for compliance with all mergers and changes in control of Tenant’s other obligations under this Lease. Upon the occurrence of a default, the Landlord may, at its option, collect directly from any assignee or sublessee all rents becoming due to Tenant under such assignment or sublease and apply such rent against any Rent due to Landlord by Tenant hereunder. Tenant hereby authorizes and directs any such assignee or sublessee to make such payments of which rent directly to Landlord upon receipt of notice to do so from Landlord. No direct collection by Landlord from any such assignee or sublessee shall be deemed assignments for construed to constitute a novation or a release of Tenant from the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay the Rent or from further performance of its obligations hereunder. Receipt by Landlord of rent from any assignee or perform other obligations required by sublessee of the Premises shall not be deemed a waiver of prohibition against assignment and subletting contained in this Lease, and no consent to one assignment . The receipt by Landlord of rent from any such assignee or subletting sublessee shall be a consent full and complete release, discharge, and acquittance to any further assignment such assignee or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent sublessee to the subletting or assignment extent of the Premises any such amount of rent so paid to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than mortgage, pledge or otherwise encumber its interest in this Lease or in the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesPremises.

Assignment and Subletting. A. Tenant shall not have the right to assign or encumber its interest under pledge this Lease or to sublet the whole or any part of the Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, without the prior written consent of Landlord, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. The foregoing prohibition includes, without limitation, any subletting or assignment which would otherwise occur by merger, consolidation, reorganization, transfer or other change in Tenant's corporate, partnership or proprietary structure. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of Minimum Rental, Additional Rental, Operating Expenses and Real Estate Taxes and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from any assignee or subtenant all amounts due and becoming due to Tenant under such assignment or sublease and apply such amounts against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant's obligations hereunder. Landlord's acceptance of any Minimum Rental, Additional Rental, Operating Expenses and Real Estate Taxes following any assignment or other transfer prohibited by this Article 15 shall not be deemed to be a consent by Landlord to such assignment or other transfer (including, without limitation, a prohibited sublease) nor shall the same be deemed a waiver of any right or remedy of Landlord hereunder for breach of this Article 15. If Landlord grants its consent to any sublease or assignment, Tenant shall pay Landlord, as Additional Rental, and in addition to the Minimum Rental payable hereunder (a) fifty percent (50%) of rent payable to Tenant by the assignee or sublessee if such rent exceeds the Minimum Rental payable hereunder, it being understood and agreed that Tenant shall pay all costs associated with such sublease or assignment, including, without limitation, leasehold improvement costs, brokerage commissions and its own legal fees and costs; and (b) Landlord's attorneys' fees incurred with respect to such assignment or sublease. In addition, if Tenant has any options to extend or renew the Term, such options shall not be available to any subtenant directly or indirectly. If Tenant assigns this Lease or sublets all or any a portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of lawconsent, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations as required by this LeaseParagraph 15.A, said assignment or sublease shall be null and void and of no force or effect. Landlord's consent to one assignment an assignment, sublease or subletting other transfer of any interest of Tenant in this Lease or in the Premises shall not be deemed to be a consent to any further assignment subsequent assignment, transfer, use or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systemsoccupation. Tenant shall not advertise shall, at a rate which is less than Tenant's own cost and expense, discharge in full any outstanding commission obligation on the Building's listed rate. If part of Landlord does not terminate with respect to this Lease, Landlord shall not unreasonably withhold its consent to and any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space commissions which may be due and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant owing as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for proposed assignment or subletting, including reasonable attorney feeswhether or not the Premises are recaptured pursuant to subparagraph B. below and rented by Landlord to the proposed tenant or any other tenant.

Assignment and Subletting. (a) Provided no Event of Default then exists, Tenant shall not assign or encumber its interest under this Lease or may sublet all or any portion part of the Premises (provided, that each such sublease shall expressly be made subordinate to this Lease and subject to the provisions of this Lease, including Paragraph 3, and no sublease term shall extend beyond the last day of the then scheduled expiration of the Term) and may assign all its rights and interests under this Lease without first obtaining Landlord's consent prior consent, except as may be required below in writingthis Subparagraph 16(a) provided that the use of the Premises by any such assignee or subtenant continues to comply with the provisions of Paragraph 3 and any such assignee or subtenant is of a type or character that is customarily found in Class A office complexes comparable to the Premises. This provision If Tenant assigns all of its rights and interests under this Lease, the assignee under such assignment shall apply expressly assume all the obligations of Tenant under this Lease in an instrument, approved by Landlord as to all transfers form and substance (which approval will not be unreasonably withheld, conditioned or delayed) and delivered to Landlord at the time of such assignment. No assignment or sublease made as permitted by operation this Subparagraph 16(a) shall affect or reduce any of lawthe obligations of Tenant hereunder and the Tenant shall remain unconditionally liable, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor or surety, to all mergers and changes in control the same extent as though no assignment or subletting had been made; provided that performance by any such assignee or sublessee of Tenant, all any of which the obligations of Tenant under this Lease shall be deemed assignments for to be performance by Tenant. Tenant shall be entitled to retain any excess of the purposes of rent payable under any sublease over the Basic Rent payable under this SectionLease. No sublease or assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required made as permitted by this Subparagraph 16(a) shall impose any obligations on Landlord or otherwise affect any of the rights of Landlord under this Lease, and no consent to one assignment or subletting . Neither this Lease nor Tenant's leasehold estate shall be a consent mortgaged, pledged or hypothecated by Tenant or any assignee or sublessee, nor shall Tenant mortgage or pledge the interest of Tenant in and to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting sublease or assignment of the Premises to an existing occupant or the rentals payable thereunder. Any mortgage, pledge, sublease or assignment made in violation of this Subparagraph 16(a) shall be void. Tenant shall, within ten (10) days after the execution and delivery of any such assignment of this Lease or sublease of all or a portion of the BuildingPremises, deliver a conformed copy thereof to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees.

Assignment and Subletting. (a) Tenant shall Assignment/Subletting. Tenant may not assign or encumber its interest under this Lease or sublet all the Premises or any portion thereof without the prior written consent of the Premises without first obtaining Landlord's , which consent in writingshall not be unreasonably withheld or delayed. This provision shall apply Consent to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to any one assignment or subletting shall not be a deemed to constitute consent to any other or further assignment or subletting. If Xxxxxx proposes a subletting , and any subleasee (to the extent applicable) or assignment for which Xxxxxxxx's consent is requiredassignee shall be deemed automatically to have assumed the Obligation of Tenant hereunder; provided, however, that notwithstanding the automatic assumption of liability as aforesaid, any subleasee or assignee shall be required to confirm and perfect such assumption by written instrument delivered to Landlord shall have the option of terminating this Lease and dealing directly contemporaneously with the proposed subtenant occurrence of the assignment or assignee, subletting. No assignment shall release Tenant or any third partyassignee(s) from any liability hereunder, and all persons or entities at any time becoming liable hereunder shall be and remain primarily, jointly and severally liable hereunder. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent Anything herein to the subletting or assignment of the Premises to an existing occupant of the Buildingcontrary notwithstanding, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise be permitted to assign this Lease or sublet the Premises or any portion thereof to any person or entity the use of whom or which would be in competition with a then tenant at a rate the Office Building or would be in violation of any restriction which are or may then be the subject of binding contracts between Landlord and any other tenant(s) at the Office Building (it being understood and agreed that in no event shall any assignee or subleassee have the right to use the Premises for any purpose other than as permitted under Section 10 hereof). It is less than the Building's listed rate. If Landlord does not terminate this Lease, understood that Landlord shall not unreasonably withhold its be under no obligation to consent to any assignment or subletting provided prohibited pursuant to the effective rental paid by the subtenant preceding sentence. A transfer or assignee is not less than the current scheduled rental rate series of transfers of stock, partnership interests or other beneficial interests resulting in a change of controlling interest of Tenant shall be deemed an "assignment" of this Lease for purposes of the Building for comparable space and provisions hereof. In the proposed Tenant is compatible with Landlord's normal standards for the Building. If case of an assignment of this Lease made without required consent of Landlord or subletting made de facto even if there is permittedno written documentation thereof, any cash net profitLandlord, or at its option and without waiver of its right to assert an event of default by reasons of such improper assignment, shall have the net value of any other consideration received by Tenant right to impose personal liability on the assignee as a result condition of such transaction shall be paid the assignee being entitled to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesremaining possession of the Premises.

Assignment and Subletting. A. Tenant shall agrees not assign to assign, sublet, license, mortgage or encumber its interest under this Lease or sublet all Agreement, the Premises, or any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers part thereof, whether by voluntary act, operation of law, and or otherwise, without the specific prior written consent of Landlord, in each instance not to all mergers and changes in control be unreasonably withheld, conditioned or delayed. If Tenant is a corporation or a partnership, transfer of Tenant, all a controlling interest of which Tenant shall be deemed assignments considered an assignment of this Lease Agreement for the purposes of this SectionArticle. No Consent by Landlord in one such instance shall not be a waiver of Landlord’s rights under this Article as to requiring consent for any subsequent instance. In the event Tenant desires to sublet a part or all of the Premises, or assign this Lease Agreement, Tenant shall give written notice to Landlord at least thirty (30) days prior to the proposed subletting or assignment, which notice shall state the name of the proposed subtenant or assignee, the terms of any sublease or assignment documents and copies of financial reports or other relevant financial information of the proposed subtenant or assignee. At Landlord’s option, any and all rental payments by the proposed assignee or sublessee with respect to the assignment of sublease shall be paid directly to Landlord. In any event no subletting or assignment shall relieve release Tenant of its obligation to pay the rent or and to perform all other obligations required to be performed by Tenant hereunder for the Term of this Lease, and no consent Lease Agreement. The acceptance of rent by Landlord from any other person shall not be deemed to one assignment or subletting shall be a consent to waiver by Landlord of any further assignment or sublettingprovision hereof. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoingAt Landlord’s option, Landlord may at its sole discretion withhold consent to terminate the subletting or assignment Lease Agreement in lieu of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold giving its consent to any proposed assignment of this Lease Agreement or subletting of the Premises by delivering written notice to Tenant (which termination may be contingent upon the execution of a new lease with the proposed assignee or subtenant); provided, if Landlord elects to terminate the Lease, Tenant shall have the right to withdraw its proposed assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate sublease within five (5) days after receipt of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted’s termination notice, any cash net profit, or the net value of any other consideration received by Tenant as a result of in which case such transaction termination shall be paid to Landlord promptly following its receipt by Tenant. Tenant null and void and this Lease Agreement shall pay any costs incurred by Landlord continue in connection with a request for assignment or subletting, including reasonable attorney feesfull force and effect.

Assignment and Subletting. Tenant shall may not, without the prior written consent of Landlord, which consent may not be unreasonably withheld by Landlord, assign or encumber its interest under this Lease or any interest hereunder, or sublet all the Premises or any portion part thereof, or permit the use of the Premises without first obtaining Landlord's consent by any party other than Tenant. In the event that Tenant is a corporation or entity other than an individual, any transfer of a majority or controlling interest in writing. This provision shall apply to all transfers Tenant (whether by stock transfer, merger, operation of law, and to all mergers and changes in control of Tenant, all of which law or otherwise) shall not be deemed assignments considered an assignment or sublease for the purposes of this Sectionparagraph and shall not require Landlord’s prior written consent. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent Consent to one assignment or subletting sublease shall not destroy or waive this provision, and all later assignments and subleases shall likewise be made only upon the prior written consent of Landlord. Subtenants or assignees shall become liable to Landlord for all obligations of Tenant hereunder, without relieving Tenant’s liability hereunder and, in the event of any default by Tenant under this Lease, Landlord may, at its option, but without any obligation to do so, elect to treat such sublease or assignment as a consent direct Lease with Landlord and collect rent directly from the subtenant. If Tenant desires to any further assign or sublease, Tenant must provide written notice to Landlord describing the proposed transaction in detail and providing all documentation (including detailed financial information for the proposed assignee or subtenant) reasonably necessary to let Landlord evaluate the proposed transaction. Landlord shall notify Tenant within ten (10) days of its receipt of such notice whether Landlord consents to the requested assignment or sublettingsublease. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is requiredLandlord fails to respond within such ten (10) day period, Landlord shall will be deemed to have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent consented to the subletting assignment or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed ratesublease. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided sublease request and the effective rental paid by the assignee or subtenant or assignee is not less than the current scheduled rental rate pays to Tenant an amount in excess of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an Rent due under this Lease (after deducting Tenant’s reasonable, actual expenses in obtaining such assignment or subletting is permittedsublease), any cash net profit, or the net value of any other consideration received by Tenant as a result shall pay 50% of such transaction shall be paid excess to Landlord promptly following its receipt as and when the monthly payments are received by Tenant. Notwithstanding anything to the contrary contained in this Section 25, Tenant shall pay any costs incurred by Landlord in connection may assign or sublet its rights and obligations under this Lease without Landlord’s prior consent to a successor corporation into which or with a request for assignment which Tenant is merged or sublettingconsolidated or which acquired all or substantially all of Tenant’s assets and property, including reasonable attorney feesprovided that such successor corporation assumes substantially all of the obligations and liabilities of Tenant hereunder.

Assignment and Subletting. The Tenant shall covenants and agrees not assign to assign, sublet, license or encumber its interest under this Lease grant a concession or sublet all part with possession of the leased premises or any portion of the Premises part thereof without first obtaining the written consent of the Landlord's , except in the case of assignment or sublet to Tenant affiliate company, provided assignee or sublessee affiliate company has, at a minimum, equal credit worthiness as Tenant such consent not to be unreasonable withheld. Provided that in writing. This provision any such assignment, subletting, license, concession or parting with possession, the Landlord shall apply reserve its right to all transfers by operation approve any further assignment, license or concession or parting with possession and may require the Assignee, Sublessee, Licensee, Concessionaire or person taking possession to covenant directly with the Landlord to observe, perform and comply with the event of lawsuch assignment, and to all mergers and changes in control of Tenantsubletting license, concession or parting with possession, all of which monies payable by the Assignee, Sublessee, Licensee, Concessionaire or person taking possession shall be deemed assignments paid directly to the Landlord, who shall credit the same as payments required and reserve hereunder. The Landlord shall be entitled to receive any excess of such monies over and above monies payable and reserved hereunder, for its own use absolutely and forever. Tenant shall remain responsible for all of the purposes terms and conditions of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent except in the case when an assignment has been approved by Landlord to one assignment or subletting shall be an assignee to have, at a consent to any further assignment or sublettingminimum, equal credit worthiness as Tenant. If Xxxxxx proposes a subletting at any time herein: (i) any person other than the Tenant has or assignment for which Xxxxxxxx's consent is required, Landlord shall have exercises the option of terminating this Lease and dealing directly with right to manage or control the proposed subtenant or assigneeleased premises, or any third party. Notwithstanding part thereof or any of the foregoingbusiness carried on therein other than subject to the direct and full supervisions and control of the Landlord; or (ii) effective control of the Lease is acquired or exercised by any person or persons not having effective control of the same shall constitute a default entitling the Landlord, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Buildingoption, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, unless prior thereto the Tenant shall have received the written consent of the Landlord. As an alternative to such consent (and without being so obliged or affecting its other rights) the Landlord at its option, shall not unreasonably withhold have the right within thirty (30) days of its being asked for such consent to, by written notice to the Tenant, cancel this Lease as of and from the date at which the Tenant wishes to assign, sublet, license or grant a concession or part with possession of the leased premises or any part thereof; provided the Tenant shall have thirty (30) days from the date of its receipt of such written notice to deliver a written revocation of such request for consent to any assignment the Landlord; in which event the Landlord's right to cancel pursuant to this Paragraph 14 shall be deemed lapsed until the next such request. Any attempt to assign, sublet, license or subletting provided the effective rental paid by the subtenant grant a concession or assignee is not less than the current scheduled rental rate part with possession of the Building for comparable space leased premises or any part thereof without complying with the terms and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value provisions of any other consideration received by Tenant as a result of such transaction this Paragraph shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesnull and void.

Assignment and Subletting. Without Landlord's prior written consent, which shall not be unreasonably withheld pursuant to the standards set forth on Addendum G attached hereto, Tenant shall not assign or encumber its interest under this Lease or sublet all sublease the Premises or any portion part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the Premises foregoing shall be void and of no effect. Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Notwithstanding anything else herein to the contrary, Tenant may assign or sublease without first obtaining Landlord's consent up to approximately 22,000 square feet in writing. This provision shall apply the Building and up to all transfers by operation of law, and to all mergers and changes approximately 22,000 square feet in control of Tenant, all of which shall be deemed assignments for Building 4 (as defined in Section 39 hereof) provided that the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent assignee or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment sublessee will use their portion of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at premises in such a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any manner as other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred buildings owned by Landlord in connection with a request San Antonio or Austin are being used at the time of the proposed sublease or assignment. The actual square footage amounts of preapproved sublets and assignments shall be based on final configurations for the Building and Building 4. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration (after deducting its reasonable costs and expenses associated with each sublease or assignment, including reasonable attorney feesleasing commissions, and after further deducting all tenant improvement costs associated with such sublease or assignment, including leasing commissions, and after further deducting all tenant improvement costs and expenses associated with such sublease or assignment, as well as real estate taxes, insurance and Operating Expenses paid by Tenant on account of such space during the term of such sublease or assignment) within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.

Assignment and Subletting. Provided no Event of Default (as hereinafter defined) has occurred and is continuing under this Lease, upon 10 days’ prior written notice to Landlord, Tenant shall may assign this Lease or sublet (or grant a concession or license to use and occupy) all or any part of the Premises: (i) to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a “Tenant Affiliate”); or (ii) to an entity into which Tenant is merged or consolidated, or to an entity to which substantially all of Tenant’s assets are transferred, provided (x) such merger, consolidation, or transfer of assets is for a legitimate business purpose and not principally for the purpose of transferring Tenant’s leasehold estate, and (y) the assignee or successor entity has a tangible net worth (as defined below) that is equal to or greater than that of Tenant on the Effective Date, all without Landlord’s prior written consent. Except as provided in the preceding sentence, Tenant may not assign or encumber its interest under this Lease or sublet all or any portion of the Premises Premises, nor may Tenant mortgage or pledge its leasehold interest under this Lease, without first obtaining the prior consent of Landlord's , which consent shall not be unreasonably withheld, delayed or conditioned. In no event shall any assignment or sublease ever release Tenant or any guarantor from any obligation or liability hereunder except with respect to an assignment if such release is expressly approved by Landlord, in writingwriting and in Landlord’s sole, but good faith, discretion; and in the case of any assignment, Landlord shall retain all rights with respect to the Security. This provision Any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord shall apply be absolutely null and void. No assignment of this Lease shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all transfers documentation reasonably required by operation Landlord in order to evidence assignee’s assumption of lawall 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, and to all mergers and changes in control of Tenant, all of which any assignee or sublessee shall be deemed assignments for to have automatically attorned to Landlord in the purposes event of any termination of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assigneeis assigned, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of if the Premises to an existing occupant (or any part thereof) are sublet or used or occupied by anyone other than Tenant, whether or not in violation of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold or Agent may (without prejudice to, or waiver of its consent to any assignment or subletting provided rights), collect Rent from the effective rental paid by the assignee, subtenant or assignee is not less than occupant. With respect to the current scheduled rental rate allocable portion of the Building for comparable space Premises sublet, in the event that the total rent and any other considerations received under any sublease by Tenant (after deduction of normal and customary expenses incurred solely and directly in connection with such sublease) is greater than (on a pro rata and proportionate basis) the proposed total Rent required to be paid, from time to time, under this Lease, Tenant is compatible with Landlord's normal standards for shall pay to Landlord fifty percent (50%) of such excess as received from any subtenant and such amount shall be deemed a component of the BuildingAdditional Rent. If an assignment or subletting is permittedFor purposes of this Section 8, any cash tangible net profit, or worth shall mean the net worth of the entity in question, as determined in accordance with generally accepted accounting principles (“GAAP”) minus the value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord entity’s intangible assets (as determined in connection accordance with a request for assignment or subletting, including reasonable attorney feesGAAP).

Assignment and Subletting. (a) Without Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), Tenant shall not assign this Lease or encumber sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises (each being a “Transfer”) and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this Paragraph 17, a transfer of forty-nine percent (49%) or more of the ownership interests of Tenant shall be deemed a Transfer of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant, or the surviving entity following a merger, consolidation or other reorganization of Tenant, or to an entity acquiring all or substantially all of the stock or assets of Tenant (each a “Tenant Affiliate”) without the prior written consent of Landlord; provided, however, Tenant shall provide at least ten (10 ) days written notice prior to assigning this Lease to, or entering into any sublease with, any Tenant Affiliate and the Tenant Affiliate must have a net worth (calculated in accordance with generally accepted accounting principles, consistently applied) greater than or equal to that of Tenant as of the date of this Lease. Tenant shall reimburse Landlord for all of Landlord’s reasonable out of-pocket expenses in connection with any Transfer (not to exceed $3,000.00 per Transfer), other than to a Tenant Affiliate. Upon Landlord’s receipt of Tenant’s written notice of Tenant’s intent to assign this Lease or sublet all or any portion more than seventy-five percent (75%) of the entire Premises without first obtaining Landlord's consent in writing. This provision shall apply for the remainder of the lease term (other than to all transfers a Tenant Affiliate or to Permitted Licensees), Landlord may, by operation of law, and giving written notice to all mergers and changes in control Tenant within thirty (30) days after receipt of Tenant’s notice, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating terminate this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at in its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six entirety effective on a date no more than ninety (690) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed ratedays thereafter. If Landlord does not terminate this Leaseexercise its recapture right within the time period provided, Tenant may proceed to sublease or assign more than seventy-five percent (75%) of the Premises subject to Landlord shall consent, and Landlord may not unreasonably exercise its recapture right thereafter for a period of one (1) year. Tenant acknowledges and agrees that Landlord may withhold its consent to any proposed assignment or subletting provided for any reasonable basis including, but not limited to: (i) an Event of Default exists under this Lease; (ii) the effective rental paid by the subtenant or assignee is not less than unwilling to assume in writing all of Tenant’s obligations hereunder which arise from and after the current scheduled rental rate date of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profitTransfer, or the net value subtenant is unwilling to agree that the sublease is subject and subordinate to the terms and conditions of any other consideration received by the Lease; (iii) the assignee has a financial condition which is insufficient to satisfy the obligations of the Tenant as under this Lease; or (iv) the Premises will be used for different purposes than those set forth in Paragraph 3(a) (which purposes Landlord reasonably determines will cause increased wear and tear on the Premises or increase insurance or liability risk to Landlord),or for a result of such transaction shall be paid to Landlord promptly following its receipt by Tenantuse requiring or generating Hazardous Materials (beyond what is expressly permitted under Paragraph 30 below). Tenant shall pay hereby waives and releases its rights under Section 1995.310 of the California Civil Code or under any costs incurred by Landlord similar law, statute or ordinance now or hereafter in connection with a request for assignment or subletting, including reasonable attorney feeseffect.

Assignment and Subletting. 7.1 Tenant shall not assign or encumber its interest under this Lease or any of Tenant's rights or obligations hereunder, or sublet all or permit anyone to occupy the Premises or any portion part thereof, without Landlord's prior written consent, which consent may not be unreasonably withheld, conditioned or delayed. No assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord's prior written consent. Any assignment, subletting or occupancy, Landlord's consent thereto or Landlord's collection or acceptance of rent from any assignee, subtenant or occupant shall not be construed as a waiver or release of Tenant from liability hereunder. Any assignment, subletting or occupancy, Landlord's consent thereto or Landlord's collection or acceptance of rent from any assignee, subtenant or occupant shall not be construed as relieving Tenant or any assignee, subtenant or occupant from the Premises without first obligation of obtaining Landlord's prior written consent in writingto any subsequent assignment, subletting or occupancy. This provision shall apply Upon an event of default, Tenant assigns to all transfers by operation Landlord any sum due from any assignee, subtenant or occupant of law, and to all mergers and changes in control of Tenant as security for Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant 's performance of its obligation obligations pursuant to pay rent or perform other obligations required by this Lease, and no consent Tenant authorizes each such assignee, subtenant or occupant to one assignment pay such sum directly to Landlord if such assignee, subtenant or subletting occupant receives written notice from Landlord specifying that such rent shall be a consent paid directly to Landlord. Landlord's collection of such rent shall not be construed as an acceptance of such assignee, subtenant or occupant as tenant. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any further assignment subtenant, assignee or subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the BuildingTenant, and Tenant shall cause such persons to any prospective tenant comply with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systemsall such restrictions and obligations. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate mortgage this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Lease without Landlord's normal standards for the Building. If an assignment written consent, which consent may be granted or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenantwithheld in Landlord's sole and absolute discretion. Tenant shall pay any costs the expenses (including reasonable attorneys' fees) incurred by Landlord in connection with a Tenant's request for assignment or Landlord to give its consent to any assignment, subletting, including reasonable attorney feesoccupancy or mortgage.

Assignment and Subletting. Tenant Not to assign, transfer, mortgage or pledge this Lease or to grant a security interest in Tenant's rights hereunder or in any installations or improvements which are or may become part of the Premises or the Building, or to sublease (which term shall not assign be deemed to include the granting of concessions and licenses and the like) all or encumber its interest any part of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred or sublet all encumbered, in whole or any portion of the Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers part, whether voluntarily, involuntarily or by operation of law, or permit the occupancy of the Premises by anyone other than Tenant; provided however that Tenant may assign this Lease or sublet any portion or all of the Premises provided Tenant obtains the prior written approval of Landlord, which shall not be unreasonably withheld, and notwithstanding the foregoing Landlord's consent shall not be required for any assignment or sublet of the Lease to any corporation, partnership, trust, association or other business organization directly or indirectly controlling or controlled by or under common control with Tenant or to any successor by merger, consolidation or acquisition of all mergers and changes in control or substantially all of the assets or captial stock of Tenant. Any attempted assignment, all transfer, mortgage, pledge, grant of security interest, sublease or other encumbrance, except as permitted by the immediately preceding sentence shall be void. No assignment, transfer, mortgage, grant of security interest, sublease or other encumbrance, whether or not approved, and no indulgence granted by Landlord to any assignee or sublessee, shall in any way impair the continuing primary liability (which after an assignment shall be joint and several with the assignee) of Tenant hereunder, and no approval in a particular instance shall be deemed assignments for to be a waiver of the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or perform obtain Landlord's approval in any other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or sublettingcase. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided sublease Tenant receives rent or other consideration, either initially or over the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate term of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permittedsublease, any cash net profitin excess of the rent called for hereunder, or in case of sublease of part, in excess of such rent fairly allocable to the net value part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account, to pay to Landlord as Additional Rent one half (1/2) of any the excess of each such payment of rent or other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following after its receipt by Tenantreceipt. Tenant shall pay any costs incurred by reimburse Landlord in connection with a request promptly for assignment or sublettingits expenses, if any, including reasonable attorney attorneys' fees, in reviewing any proposed sublease or assignment hereunder.

Assignment and Subletting. Tenant shall not assign voluntarily or by operation of law assign, transfer, mortgage or otherwise encumber its all or any part of Tenant’s interest under in this Lease or in the Premises and shall not sublet all or any portion part of the Premises Premises, without first obtaining the prior written consent of Landlord's , which consent in writingshall not be unreasonably withheld. This provision shall apply to all transfers by operation Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall, at the option of lawLandlord, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments constitute grounds for the purposes termination of this SectionLease. No assignment subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its obligation to pay rent or and to perform all of the other obligations required to be performed by Tenant hereunder. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease, and no consent Lease or to one assignment or subletting shall be a consent to any further assignment or subletting. If Xxxxxx proposes a Each subletting or assignment to which Landlord has consented shall be by an instrument in writing in form, satisfactory to Landlord and shall be executed by the sublessor or 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 which Xxxxxxxx's consent is requiredthe benefit of the Landlord herein to assume, Landlord shall have to be bound by and to perform the option terms, covenants, and conditions of terminating this Lease to be done, kept and dealing directly performed by the Tenant. Once executed copy of such written instrument shall be delivered to the Landlord. Tenant agrees to reimburse Landlord for Landlord’s reasonable attorney’s fees and such other reasonable charges which Landlord incurs or causes to be incurred in conjunction with the proposed subtenant or assignee, or processing and documentation of any third party. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent to the such requested subletting or assignment of this Lease or Tenant’s interest in and to the Premises Premises. Landlord may require as a condition to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its ’s consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, that all sums or the net value of any other economic consideration received by Tenant as a result of such transaction subletting or assignment, whether denominated rentals under any sublease or otherwise, which exceed in the aggregate the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the Premises, subject to any such sublease) shall be paid payable to Landlord promptly following its receipt as additional rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. Provided, however, that Tenant shall first be entitled to recover any costs of assignment or subletting incurred by Tenant, including, without limitation, real estate commission and advertising expense. Landlord’s Initials: Tenant’s Initials: Notwithstanding anything to the contrary contained in this Paragraph 22, Tenant shall pay be entitled, without obtaining Landlord’s consent, to assign or subject all or any costs incurred portion or interest in this Lease and the Premises to any of the following entities (i) any corporation with which Tenant mergers or consolidates, and any parent, subsidiary, or affiliate corporation of Tenant (ii) any corporation to which Tenant sells all or substantially all of its assets, and (iii) any entity that acquires a controlling interest in Tenant (with “control” meaning more than 50% of all classes of voting stock). In no event shall the sale or Issuance of shares by Landlord in connection with a request for assignment or subletting, including reasonable attorney feesTenant be deemed an assignment.

Assignment and Subletting. Tenant shall not assign or encumber its interest under this Lease or sublet all or any portion part of the Premises voluntarily, involuntarily or by operation of law, or through change in the ownership of Tenant, if Tenant is a corporation or a partnership, without first obtaining Landlord's written consent thereto. Landlord's consent will not be unreasonably withheld provided that: (i) occupancy of any such assignee or sublessee is not, in writing. This provision Landlord's reasonable judgment, inconsistent with the character of the Building; (ii) such assignee or sublessee shall apply to all transfers by operation assume in writing the performance of law, the covenants and to all mergers and changes in control obligations of Tenant, all Tenant hereunder; (iii) a fully executed copy of which any such assignment or sublease shall be immediately delivered to Landlord but the making of such assignment or sublease shall not be deemed assignments for to release Tenant from the purposes payment and performance of this Section. No assignment shall relieve Tenant any of its obligation obligations under this Lease; (iv) Tenant shall promptly disclose and pay to pay Landlord as Additional Rent hereunder any rent or perform other obligations required payments pursuant to any sublease which exceed the amounts payable hereunder and any other consideration paid, or to be paid, by this Lease, and no consent to one reason of the assignment or sublease; (v) such assignment or subletting shall be is approved by any mortgagee holding a consent to any further mortgage covering the Premises which reserves such right unto the mortgagee; (vi) Tenant is not in default of this Lease on the date of the assignment or subletting. If Xxxxxx proposes a subletting sublease; and (vii) such assignee or assignment sublessee meets the credit standards required by Landlord for which Xxxxxxxx's consent is required, Landlord shall have tenants of similar size and type in the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, or any third partyBuilding. Notwithstanding the foregoing, Landlord may at its sole discretion withhold consent if Tenant wishes to the subletting assign this Lease or assignment sublet all or any part of the Premises to an existing occupant a named third party, Tenant shall first offer, in writing, to assign or sublet (as the case may be) to Landlord on the same terms and conditions as provided in this Lease. Any such offer by Tenant shall be deemed to have been rejected by Landlord unless within ten (10) days from receipt thereof, Landlord delivers to Tenant written notice of acceptance of Tenant's offer. Any assignment or sublease or purported assignment or sublease made without Landlord's prior written consent shall be void, and of no force and effect, whether or not Landlord had actual or constructive notice of such assignment or sublease. Notwithstanding anything to the contrary in this Lease, options granted to Tenant, if any, to expand the Premises, renew this Lease, have a right of first offer or first refusal on any other space in the Building, or terminate this Lease are personal to Tenant and shall not inure to the benefit of, or be available to any prospective tenant with which the Landlord assignee or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate sublessee of the Building for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees.