Common use of ASSIGNMENT, MORTGAGING AND SUBLETTING Clause in Contracts

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant shall not voluntarily assign or encumber its interest in this Sublease or in the Sublet Premises, or sublease all or any part of the Sublet Premises, or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part of the Sublet Premises, without first obtaining Sublandlord’s consent, which consent Sublandlord shall not unreasonably withhold, delay or condition. No consent to any assignment or sublease shall constitute a further waiver of the provisions of this Paragraph. Notwithstanding the foregoing, Subtenant shall have the right to assign this Sublease and/or sublet any part or all of the Sublet Premises, without the Sublandlord’s consent, to any corporation which is controlled directly or indirectly by Subtenant, or any entity (including The First American Corporation) which controls, directly or indirectly, Subtenant, or to any of Subtenant’s joint venture partner(s), partnership(s), or other affiliated entity(s), by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord shall be deemed to have granted its consent to the proposed sublease, assignment or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of rent and other consideration payable in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease continue to be satisfied.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than as stated herein, or be sublet or offered or advertised for subletting, without the prior written consent of Landlord in each and every case, which consent to any requested assignment or subletting shall not voluntarily be unreasonably withheld or delayed. Tenant shall not sublet or assign or encumber its interest in this Sublease or in the Sublet Premises, or sublease all or any part portion of the Sublet Premises (i) if the proposed subtenant is an existing tenant of Landlord or (ii) if the proposed subtenant is in lease negotiations with, or has received a lease proposal from, Landlord or its affiliates within the prior six (6) months. Not in limitation of the foregoing, Tenant’s request for Landlord’s consent to subletting or assignment shall be submitted in writing no later than thirty (30) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by all reasonable information requested by Landlord. Tenant also shall promptly supply Landlord with financial statements and other information as Landlord may request, prepared in accordance with generally accepted accounting principles not more than ninety (90) days old when delivered to Landlord, indicating the net worth, liquidity and credit worthiness of the proposed assignee or subtenant in order to permit Landlord to evaluate the proposed assignment or sublease. Tenant agrees to reimburse Landlord for reasonable legal fees up to $1,500 and any other reasonable expenses and costs incurred by Landlord in connection with any proposed assignment or subletting. Landlord’s consent shall be granted only if any and all rights contained within this Lease of expansion, extension, renewal, first offer, termination, and the like are deleted and/or waived by Tenant, and if requested by Landlord such assignee or subtenant, and only if the assignee or subtenant shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee or subtenant shall agree to be bound by and upon the covenants, agreements, terms, provisions and conditions set forth in this Lease (the “Assignment Agreement”). If Tenant shall sublet the Premises, or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part of the Sublet Premises, without having first obtaining Sublandlordobtained Landlord’s consent, which consent Sublandlord shall not unreasonably withhold, delay or condition. No consent to any assignment or sublease shall constitute at a further waiver rental in excess of the rent and additional rent due and payable by Tenant under the provisions of this ParagraphLease, fifty percent (50%) of such excess Rent and Additional Rent, after the deduction of the costs of the tenant improvements, reasonable legal fees and brokerage fees in connection with such sublease amortized over the term of such sublease, shall become the sole property of Landlord, it being agreed, however, that Landlord shall not be responsible for any deficiency if Tenant shall sublet the Premises at a rental less than that provided for herein. Notwithstanding Further, it is agreed that in lieu of withholding or granting its consent, Landlord may, within thirty (30) days of receipt of a request for consent from Tenant, cancel this Lease as to the foregoingentire Premises if Tenant requests an assignment or as to so much of the Premises as Tenant has proposed for subletting. If Landlord shall elect to cancel this Lease as to all or a portion of the Premises, Subtenant it shall have give Tenant written notice of its election, containing a “termination date” which shall be not less than sixty (60) or more than one hundred twenty (120) days from the right receipt by Landlord of Tenant’s request to assign or sublet, and on that “termination date” Tenant shall surrender the Premises or portion thereof for which this Sublease and/or sublet any part or all Lease has been canceled, in accordance with the provisions of this Lease. If the cancellation shall be as to a portion of the Sublet PremisesPremises only, without then the Sublandlord’s consentRent and Additional Rent shall be adjusted proportionately to reflect said cancellation. It is hereby expressly understood and agreed, however, if Tenant is a corporation, that the assignment, or transfer of this Lease, and the term and estate granted, to any corporation into which Tenant is controlled directly merged or indirectly by Subtenantwith which Tenant is consolidated, which corporation shall have a net worth at least equal to that of Tenant as of the date hereof and immediately prior to such merger or consolidation (such corporation being hereinafter called “Assignee”), without the prior written consent of Landlord shall not be deemed to be prohibited hereby, if, and upon the express condition that, Assignee and Tenant shall promptly execute, acknowledge, and deliver to Landlord the Assignment Agreement whereby Assignee shall expressly agree that the provisions of this Section XIX shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. The listing of any name other than that of Tenant, whether on the doors of the Premises or on the Building directory, or otherwise, shall not operate to vest any entity (including The First American Corporation) which controlsright or interest in this Lease or in the Premises or be deemed to be the written consent of Landlord mentioned in this Section XIX, directly or indirectly, Subtenant, or to any of Subtenant’s joint venture partner(s), partnership(s), or other affiliated entity(s), it being expressly understood that such listing is a privilege extended by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s Landlord revocable at will by written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consentTenant. If within this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect Rent and/or Additional Rent from the Assignee, subtenant or occupant, and apply the net amount collected to the Rent and/or Additional Rent herein reserved, but no such ten (10) business day periodassignment, Sublandlord fails to respond to Subtenant’s request subletting, occupancy or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord collection shall be deemed a waiver of this covenant, or the acceptance of the Assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to have granted its consent to the proposed sublease, assignment or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of rent and other consideration payable in connection with any an assignment or subletting provided Subtenant’s monetary shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. No assignment, subletting or use of the Premises by any party shall affect the purpose for which the Premises may be used as stated in Section II. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under the Lease and for compliance with all the obligations to Sublandlord of Tenant under this Sublease continue to be satisfiedthe Lease.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Use, or be sublet, or offered or advertised for subletting without Landlord’s prior written consent and subject to Section (b)(3) below of this Section 16. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if Tenant is a business entity, that the assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity shall have a net worth, as determined in accordance with generally accepted accounting principles, of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, (such business entity being hereinafter called “Permitted Assignee”), shall not voluntarily require Landlord’s consent or the giving of a Recapture Offer (defined below), but upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer. (b) Except for an assignment or sublease to a Permitted Assignee or to an Affiliated Entity, as defined below, then, notwithstanding anything to the contrary in this Lease contained: (1) Tenant shall, prior to offering or advertising the Premises, or any portion thereof, for sublease give Landlord a Recapture Offer, as hereinafter defined. (2) For the purposes hereof, a “Recapture Offer” shall be defined as a notice in writing from Tenant to Landlord which: (i) States that Tenant desires to sublet the Premises, or a portion thereof. (ii) Identifies the affected portion of the Premises (“Recapture Premises”). (iii) Identifies the period of time (“Recapture Period”) during which Xxxxxx proposes to sublet the Recapture Premises or to assign or encumber its interest in this Sublease or Lease. (iv) Offers to Landlord to terminate this Lease in respect of the Recapture Premises (in the Sublet Premises, or sublease all or any part case of a subletting for the remainder of the Sublet Premises, Term of this Lease) or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part suspend the Term of this Lease pro tanto in respect of the Sublet PremisesRecapture Period (i.e., without first obtaining Sublandlordthe Term of this Lease in respect of the Recapture Premises shall be terminated during the Recapture Period and Tenant’s consentrental obligations shall be reduced in proportion to the ratio of the Total Rentable Area of the Recapture Premises to the Total Rentable Area of the Premises then demised to Tenant). (3) Landlord shall have thirty (30) days to accept a Recapture Offer. If Landlord does not timely give written notice to Tenant accepting a Recapture Offer, which consent Sublandlord then Landlord shall not unreasonably withhold, condition, or delay or condition. No its consent to any assignment or a sublease shall constitute a further waiver of the provisions Recapture Premises for the Recapture Period, or an assignment of Tenant’s interest in this ParagraphLease, as the case may be, to a Qualified Transferee, as hereinafter defined. Notwithstanding the foregoing, Subtenant shall have the right to assign this Sublease and/or sublet any part or all If Landlord recaptures a portion of the Sublet Premises with access to one or more of the internal staircases serving the Premises where Tenant remains in possession of one or more of the portions of the Premises with access to such staircase(s), then, in connection with such recapture, Landlord shall perform, at its expense, such work as shall be necessary to comply with applicable Laws and to prevent access to such staircase(s) from the recaptured portion of the Premises. (4) For the purposes hereof, without a “Qualified Transferee” shall be defined as a person, firm or corporation which, in Landlord’s reasonable opinion: (i) is financially responsible and of good reputation; (ii) shall use the SublandlordPremises for no other purpose than the Permitted Use; and (iii) is not a Restricted Occupant, as hereinafter defined. (5) For the purposes hereof, a “Restricted Occupant” shall be defined as any tenant or subtenant of premises in the Building (“Occupant”) unless such Occupant satisfies all three of the following criteria: (i) Such Occupant desires to occupy the Recapture Premises for expansion purposes only; and (ii) Such Occupant’s consentoccupancy of the Recapture Premises will not, to any corporation which is controlled directly or indirectly by Subtenant, or any entity (including The First American Corporation) which controls, either directly or indirectly, Subtenantcause a vacancy in the premises which such Occupant then occupies in the Building; and (iii) Such Occupant’s need, or as to any the size of Subtenantpremises and length of term, cannot then (i.e., at the time that Tenant requests Xxxxxxxx’s joint venture partner(s), partnership(s), or other affiliated entity(s), consent to such Occupant) be satisfied by merger, acquisition, stock purchase or otherwise or Landlord. (6) Notwithstanding anything to a successor(s)-in-interest to any part or all the contrary in this Article 16(b) contained: (i) If Tenant is in default of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant obligations under this Lease continuing beyond the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant expiration of the specificapplicable notice, reasonable grounds upon which grace or cure period at the time that it is withholding its consentmakes the aforesaid offer to Landlord, Sublandlord such default shall be deemed to have granted be a “reasonable” reason for Landlord withholding its consent to any proposed subletting or assignment; and (ii) If Tenant does not enter into a sublease with a subtenant (or an assignment to an assignee, as the proposed case may be) approved by Landlord, as aforesaid, on or before the date which is twelve (12) months after the earlier of: (x) the expiration of said thirty (30) day period, or (y) the date that Landlord notifies Tenant that Landlord will not accept Xxxxxx’s offer to terminate or suspend this Lease, then before entering into any assignment or sublease, assignment Tenant shall again offer to Landlord, in accordance with this Article 16(b), either to terminate or encumbranceto suspend this Lease in respect of the portion of the Premises proposed to be sublet (or in respect of the entirety of the Premises in the event of a proposed assignment, as the case may be). Subtenant If Tenant shall make any subsequent offers to terminate or suspend this Lease pursuant to this Article 16(b), any such subsequent offers shall be entitled treated in all respects as if it is Xxxxxx’s first offer to retain suspend or terminate this Lease pursuant to this Article 16(b), provided that the period of time Landlord shall have in which to accept or reject such subsequent offer shall be thirty (30) days. (7) No subletting or assignment shall relieve Tenant of its primary obligation as party-Tenant hereunder, nor shall it reduce or increase Landlord’s obligations under this Lease. (c) Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent and without giving Landlord a Recapture Offer, to assign its interest in this Lease or to sublease the Premises, or any portion thereof, to an Affiliated Entity, as hereinafter defined, so long as such entity remains in such relationship to Tenant, and provided that prior to or simultaneously with such assignment, such Affiliated Entity executes and delivers to Landlord an Assumption Agreement, as hereinabove defined. For the purposes hereof, an “Affiliated Entity” shall be defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, control shall mean the direct or indirect ownership of more than fifty (50%) percent of rent and other consideration payable the beneficial interest of the entity in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease continue to be satisfiedquestion.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant shall not voluntarily assign or encumber its interest (a) Except as expressly provided in this Sublease Article 16, Tenant covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or in therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Sublet Premises, or sublease all or nor any part thereof will be encumbered in any manner by reason of any act or omission on the Sublet Premisespart of Tenant, or allow used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other person than the Permitted Use, or entity (except Subtenant’s authorized representatives) to occupy be sublet, or use all offered or any part advertised for subletting without the prior written consent of the Sublet Premises, without first obtaining Sublandlord’s consentLandlord, which consent Sublandlord shall not unreasonably withhold, delay be granted or condition. No consent to any assignment or sublease shall constitute a further waiver of the provisions of withheld in accordance with this ParagraphArticle 16. Notwithstanding the foregoing, Subtenant it is hereby expressly understood and agreed however, if Tenant is a business entity, that the assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged or reorganized, or with which Tenant is consolidated, or which purchases all or substantially all of the ownership interests or assets of Tenant, which business entity shall have a net worth at least equal to the greater of (x) that of Tenant immediately prior to such merger, reorganization, consolidation or purchase, or (y) that of Tenant on the Execution Date hereof (such business entity being hereinafter called “Permitted Assignee”), shall not be deemed to be prohibited hereby if, and upon the express conditions that (i) Tenant is not in default of its obligations hereunder on the date of such merger, reorganization, consolidation or purchase, (ii) Permitted Assignee owns or will own immediately after such merger, reorganization, consolidation or purchase all or substantially all of the assets of Tenant, and (iii) Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. (b) Except for an assignment or sublease to a Permitted Assignee or to an Affiliated Entity, as defined in Article 16(c) below, and provided that in the case of a proposed sublease, the proposed sublease is for in excess of fifty percent (50%) of the Premises then demised to Tenant under the Lease and is for a term that is for substantially all or all of the then remaining Term of the Lease (a “Triggering Sublease”) then, notwithstanding anything to the contrary in this Lease contained: (1) Tenant shall, prior to offering or advertising the Premises, or any portion thereof, for sublease or assignment give Landlord a Recapture Offer, as hereinafter defined. (2) For the purposes hereof, a “Recapture Offer” shall be defined as a notice in writing from Tenant to Landlord which: (i) States that Tenant desires to sublet the Premises, or a portion thereof, or to assign its interest in this Lease. (ii) Identifies the affected portion of the Premises (“Recapture Premises”). (iii) Identifies the period of time (“Recapture Period”) during which Xxxxxx proposes to sublet the Recapture Premises or to assign its interest in this Lease. (iv) Offers to Landlord to terminate this Lease in respect of the Recapture Premises (in the case of a proposed assignment of Tenant’s interest in this Lease or a subletting for the remainder of the Term of this Lease) or to suspend the Term of this Lease pro tanto in respect of the Recapture Period (i.e., the Term of this Lease in respect of the Recapture Premises shall be terminated during the Recapture Period and Tenant’s rental obligations shall be reduced in proportion to the ratio of the Total Rentable Area of the Recapture Premises to the Total Rentable Area of the Premises then demised to Tenant). (3) Landlord shall have thirty (30) days to accept a Recapture Offer. If Landlord does not timely give written notice to Tenant accepting a Recapture Offer or, if Tenant desires to enter into a sublease that is not a Triggering Sublease, then Landlord agrees that it will not unreasonably withhold or delay its consent to a sublease of the Recapture Premises for the Recapture Period, or an assignment of Tenant’s interest in this Lease, as the case may be, to a Qualified Transferee, as hereinafter defined. (4) For the purposes hereof, a “Qualified Transferee” shall be defined as a person, firm or corporation which, in Landlord’s reasonable opinion: (i) is financially responsible and of good reputation; (ii) is engaged in a business, the functional aspects of which, with respect to the Premises, are similar to the use of other premises made by other office space tenants in the Building; and (iii) is not a Restricted Occupant, as hereinafter defined. (5) For the purposes hereof, a “Restricted Occupant” shall be defined as any tenant or subtenant of premises in the Building (“Occupant”) unless such Occupant satisfies all three of the following criteria: (i) Such Occupant desires to occupy the Recapture Premises for expansion purposes only; and (ii) Such Occupant’s occupancy of the Recapture Premises will not, either directly or indirectly, cause a vacancy in the premises which such Occupant then occupies in the Building; and (iii) Such Occupant’s need, as to the size of premises and length of term, cannot then (i.e., at the time that Tenant requests Xxxxxxxx’s consent to such Occupant) be satisfied by Landlord. (6) Notwithstanding anything to the contrary in this Article 16(b) contained: (i) If Tenant is in default of its obligations under this Lease at the time that it makes the aforesaid offer to Landlord, such default shall be deemed to be a “reasonable” reason for Landlord withholding its consent to any proposed subletting or assignment; and (ii) If Tenant does not enter into a sublease with a subtenant (or an assignment to an assignee, as the case may be) approved by Landlord, as aforesaid, on or before the date which is one hundred eighty (180) days after the earlier of: (x) the expiration of said thirty (30) day period, or (y) the date that Landlord notifies Tenant that Landlord will not accept Xxxxxx’s offer to terminate or suspend this Lease, then Landlord shall have the right arbitrarily to withhold its consent to any subletting or assignment proposed to be entered into by Tenant after the expiration of said one hundred eighty (180) day period unless Tenant again offers, in accordance with this Article 16(b), either to terminate or to suspend this Lease in respect of the portion of the Premises proposed to be sublet (or in respect of the entirety of the Premises in the event of a proposed assignment, as the case may be). If Tenant shall make any subsequent offers to terminate or suspend this Lease pursuant to this Article 16(b), any such subsequent offers shall be treated in all respects as if it is Xxxxxx’s first offer to suspend or terminate this Lease pursuant to this Article 16(b), provided that the period of time Landlord shall have in which to accept or reject such subsequent offer shall be thirty (30) days. (7) Notwithstanding anything to the contrary herein contained, Tenant shall have no right, under this Article 16(b) hereof, prior to the date one (1) year after the Commencement Date. Without limiting the foregoing, Tenant shall have no right to give Landlord a Recapture Offer prior to the date one (1) year after the Commencement Date. (8) No subletting or assignment shall relieve Tenant of its primary obligation as party-Tenant hereunder, nor shall it reduce or increase Landlord’s obligations under this Lease. (c) Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent and without giving Landlord a Recapture Offer, to assign its interest in this Sublease and/or sublet any part Lease or all of to sublease the Sublet Premises, without the Sublandlord’s consent, to any corporation which is controlled directly or indirectly by Subtenant, or any portion thereof, to an Affiliated Entity, as hereinafter defined, so long as such entity (including The First American Corporation) which controlsremains in such relationship to Tenant, directly and provided that prior to or indirectly, Subtenant, or to any of Subtenant’s joint venture partner(s), partnership(s), or other affiliated entity(s), by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into simultaneously with such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord shall be deemed to have granted its consent to the proposed sublease, assignment or encumbrance. Subtenant shall be entitled such Affiliated Entity executes and delivers to retain fifty (50%) percent of rent and other consideration payable in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease continue to be satisfied.Landlord an Assumption Agreement, as hereinabove

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Use, or be sublet, or offered or advertised for subletting without Landlord’s prior written consent and subject to Section (b)(3) below of this Section 16. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if Tenant is a business entity, that the assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity shall have a net worth, as determined in accordance with generally accepted accounting principles, of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, (such business entity being hereinafter called “Permitted Assignee”), shall not voluntarily require Landlord’s consent or the giving of a Recapture Offer (defined below), but upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer. (b) Except for an assignment or sublease to a Permitted Assignee or to an Affiliated Entity, as defined below, then, notwithstanding anything to the contrary in this Lease contained: (1) Tenant shall, prior to offering or advertising the Premises, or any portion thereof, for sublease give Landlord a Recapture Offer, as hereinafter defined. (2) For the purposes hereof, a “Recapture Offer” shall be defined as a notice in writing from Tenant to Landlord which: (i) States that Tenant desires to sublet the Premises, or a portion thereof. (ii) Identifies the affected portion of the Premises (“Recapture Premises”). (iii) Identifies the period of time (“Recapture Period”) during which Txxxxx proposes to sublet the Recapture Premises or to assign or encumber its interest in this Sublease or Lease. (iv) Offers to Landlord to terminate this Lease in respect of the Recapture Premises (in the Sublet Premises, or sublease all or any part case of a subletting for the remainder of the Sublet Premises, Term of this Lease) or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part suspend the Term of this Lease pro tanto in respect of the Sublet PremisesRecapture Period (i.e., without first obtaining Sublandlordthe Term of this Lease in respect of the Recapture Premises shall be terminated during the Recapture Period and Tenant’s consentrental obligations shall be reduced in proportion to the ratio of the Total Rentable Area of the Recapture Premises to the Total Rentable Area of the Premises then demised to Tenant). (3) Landlord shall have thirty (30) days to accept a Recapture Offer. If Landlord does not timely give written notice to Tenant accepting a Recapture Offer, which consent Sublandlord then Landlord shall not unreasonably withhold, condition, or delay or condition. No its consent to any assignment or a sublease shall constitute a further waiver of the provisions Recapture Premises for the Recapture Period, or an assignment of Tenant’s interest in this ParagraphLease, as the case may be, to a Qualified Transferee, as hereinafter defined. Notwithstanding the foregoing, Subtenant shall have the right to assign this Sublease and/or sublet any part or all If Landlord recaptures a portion of the Sublet Premises with access to one or more of the internal staircases serving the Premises where Tenant remains in possession of one or more of the portions of the Premises with access to such staircase(s), then, in connection with such recapture, Landlord shall perform, at its expense, such work as shall be necessary to comply with applicable Laws and to prevent access to such staircase(s) from the recaptured portion of the Premises. (4) For the purposes hereof, without a “Qualified Transferee” shall be defined as a person, firm or corporation which, in Landlord’s reasonable opinion: (i) is financially responsible and of good reputation; (ii) shall use the SublandlordPremises for no other purpose than the Permitted Use; and (iii) is not a Restricted Occupant, as hereinafter defined. (5) For the purposes hereof, a “Restricted Occupant” shall be defined as any tenant or subtenant of premises in the Building (“Occupant”) unless such Occupant satisfies all three of the following criteria: (i) Such Occupant desires to occupy the Recapture Premises for expansion purposes only; and (ii) Such Occupant’s consentoccupancy of the Recapture Premises will not, to any corporation which is controlled directly or indirectly by Subtenant, or any entity (including The First American Corporation) which controls, either directly or indirectly, Subtenantcause a vacancy in the premises which such Occupant then occupies in the Building; and (iii) Such Occupant’s need, or as to any the size of Subtenantpremises and length of term, cannot then (i.e., at the time that Tenant requests Lxxxxxxx’s joint venture partner(s), partnership(s), or other affiliated entity(s), consent to such Occupant) be satisfied by merger, acquisition, stock purchase or otherwise or Landlord. (6) Notwithstanding anything to a successor(s)-in-interest to any part or all the contrary in this Article 16(b) contained: (i) If Tenant is in default of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant obligations under this Lease continuing beyond the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant expiration of the specificapplicable notice, reasonable grounds upon which grace or cure period at the time that it is withholding its consentmakes the aforesaid offer to Landlord, Sublandlord such default shall be deemed to have granted be a “reasonable” reason for Landlord withholding its consent to any proposed subletting or assignment; and (ii) If Tenant does not enter into a sublease with a subtenant (or an assignment to an assignee, as the proposed case may be) approved by Landlord, as aforesaid, on or before the date which is twelve (12) months after the earlier of: (x) the expiration of said thirty (30) day period, or (y) the date that Landlord notifies Tenant that Landlord will not accept Txxxxx’s offer to terminate or suspend this Lease, then before entering into any assignment or sublease, assignment Tenant shall again offer to Landlord, in accordance with this Article 16(b), either to terminate or encumbranceto suspend this Lease in respect of the portion of the Premises proposed to be sublet (or in respect of the entirety of the Premises in the event of a proposed assignment, as the case may be). Subtenant If Tenant shall make any subsequent offers to terminate or suspend this Lease pursuant to this Article 16(b), any such subsequent offers shall be entitled treated in all respects as if it is Txxxxx’s first offer to retain suspend or terminate this Lease pursuant to this Article 16(b), provided that the period of time Landlord shall have in which to accept or reject such subsequent offer shall be thirty (30) days. (7) No subletting or assignment shall relieve Tenant of its primary obligation as party-Tenant hereunder, nor shall it reduce or increase Landlord’s obligations under this Lease. (c) Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent and without giving Landlord a Recapture Offer, to assign its interest in this Lease or to sublease the Premises, or any portion thereof, to an Affiliated Entity, as hereinafter defined, so long as such entity remains in such relationship to Tenant, and provided that prior to or simultaneously with such assignment, such Affiliated Entity executes and delivers to Landlord an Assumption Agreement, as hereinabove defined. For the purposes hereof, an “Affiliated Entity” shall be defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, control shall mean the direct or indirect ownership of more than fifty (50%) percent of rent and other consideration payable the beneficial interest of the entity in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease continue to be satisfiedquestion.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant shall not voluntarily assign (a) Tenant covenants and agrees that neither this Lease nor the Lease Term and estate hereby granted, nor any interest herein or encumber its interest in this Sublease therein, will be assigned, mortgaged, pledged, encumbered or in otherwise transferred, and that neither the Sublet Leased Premises, nor any part thereof, will be encumbered in any manner by reason of any act or sublease all omission of Tenant, or used or occupied, or permitted to be used or occupied, by anyone other than Tenant, its servants, agents and employees, or for any use or purpose other than as above stated, or be sublet, or offered, or advertised for subletting, without in each case, Landlord's prior written consent. Landlord may refuse to consider a request for such consent and may withhold such consent unless Tenant shall have agreed to reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with such request. If Tenant shall propose any subletting of more than half of the Leased Premises or any assignment of this Lease, Landlord shall have the option of terminating this Lease by giving notice thereof to Tenant. Any assignment of this Lease made hereunder shall be upon the express condition that the assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby assignee shall agree to be personally bound by the terms, covenants, and conditions of this Lease on Tenant's part of the Sublet Premises, or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part of the Sublet Premises, without first obtaining Sublandlord’s consent, which consent Sublandlord be performed and whereby assignee shall not unreasonably withhold, delay or condition. No consent to any assignment or sublease shall constitute a further waiver of expressly agree that the provisions of this ParagraphSection shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfer. Any sublease of the Leased Premises or any part thereof shall be expressly subject to the terms of this Lease and shall contain the agreement of the subtenant thereunder that, upon Landlord's written request, it will pay all rents under the sublease directly to Landlord. If, pursuant to the provisions of this Section, Tenant sublets the Leased Premises or any part thereof, Tenant shall pay to Landlord as additional rent at the times and in the manner specified by Landlord, an amount equal to the difference between all amounts which Tenant receives from a subtenant by virtue of such subletting (less the amortization of reasonable costs incurred by Tenant in direct connection with such subletting) and the total of the Rent due under this Lease for the sublet area proportioned on a square foot basis; provided said difference is greater than zero. No such assignment or subletting of the Leased Premises by Tenant shall relieve Tenant from the observance or performance of any of the terms, covenants and conditions of this Lease. (b) If this Lease be assigned, or if the Leased Premises or any part thereof be sublet or occupied by anybody other than Tenant and its employees, Landlord, after default by Tenant hereunder, may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the requirements set forth in subparagraph (a) of this Section, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release by Tenant of its covenants, agreements and obligations contained in this Lease. The consent by Landlord to an assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. No assignment, subletting or use of the Leased Premises shall affect the purpose for which the Leased Premises may be used as stated in Section 2. (c) Notwithstanding the foregoing, Subtenant Tenant may assign this Lease or sublease any portion of the Leased Premises to any entity which is a parent or subsidiary corporation of Tenant or to any entity with which Tenant may merge or consolidate or to which Tenant may sell all of substantially all of its assets as a going concern in exchange for assumption of all or substantially all of its liabilities (any of the foregoing entities being hereinafter referred to as a "Successor") but only if such Successor is of comparable character, quality and financial capacity as Tenant as of the date thereof, in Landlord's judgment; provided that simultaneously with any such assignment, Tenant shall deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord which contains an appropriate covenant of assumption by such assignee, and provided further that in the case of any such assignment or sublease to a Successor, Tenant shall have submitted to Landlord prior thereof financial information reasonably satisfactory to Landlord evidencing that such Successor has at least an equivalent net worth and other financial resources as Tenant and a general business reputation comparable to or superior to that of Tenant. (d) The listing of any name other than that of Tenant, whether on the doors or the Leased Premises or on the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Leased Premises or be deemed to be the written consent of Landlord mentioned in this Section, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant. (e) Tenant further covenants and agrees that it will not sublease space from or take an assignment of a lease covering space in the Building from any other Building tenant, without Landlord's prior written consent. (f) Subject to the foregoing provisions of this Section, including, without limitation, Landlord's right to assign terminate this Sublease and/or sublet any part Lease in accordance with paragraph (a) above, Landlord agrees to not unreasonably withhold its consent to a subletting of all or a portion of the Leased Premises, provided that the Landlord shall determine, in its reasonable discretion, that (i) the prospective subtenant or assignee has personal references and the financial capacity to meet all of the Sublet Premisesobligations of this Lease and to carry out its business in a manner consistent with the level of Landlord's operation of the Building, without (ii) the Sublandlord’s consent, to any corporation use of the Leased Premises under such sublease or assignment shall be for a first-class office use which is controlled directly or indirectly by Subtenant, or any entity (including The First American Corporation) which controls, directly or indirectly, Subtenant, or to any consistent with the mix of Subtenant’s joint venture partner(s), partnership(s), or other affiliated entity(s), by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify tenants in Sublandlord’s written notice to Subtenant and the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant character of the specificBuilding, reasonable grounds upon which it is withholding its consent(iii) such use shall not materially burden the common areas or operating systems of the Building, Sublandlord shall be deemed and (iv) space reasonably comparable to have granted its consent to the that proposed sublease, assignment or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of rent and other consideration payable in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease continue to be satisfiedsublet is not available from Landlord in the Building.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant shall not voluntarily assign (a) Tenant covenants and agrees that neither this Lease nor the terms and estate hereby granted, nor any interest herein or encumber its interest in this Sublease therein, will be assigned, mortgaged, pledged, encumbered or in otherwise transferred, and that neither the Sublet Premises, or sublease all or any part thereof, will be encumbered in any manner by reason of any act or omission on the Sublet Premisespart of Tenant, or allow used or occupied, or permitted to be used or occupied by anyone other than Tenant, or for any purpose other person than as stated in the Fundamental Lease Provisions hereof, or entity (except Subtenant’s authorized representatives) to occupy be sublet, or use all offered or any part of the Sublet Premisesadvertised for subletting, without first obtaining Sublandlord’s consentthe prior written consent of Landlord in every case, which consent Sublandlord shall not be unreasonably withholdwithheld. Tenant shall be responsible for all costs incurred by Landlord in considering and documenting any requested assignment or sublease, delay or conditionas well as Landlord's legal fees not to exceed $1,000. No consent Consent by Landlord to any assignment assignment, mortgaging or sublease subletting shall not constitute a further waiver of the provisions necessity for such consent for any subsequent assignment, mortgaging or subletting. This prohibition includes any assignment, encumbrancing or subletting which would otherwise occur by operation of this Paragraphlaw, merger, consolida­tion, reorganization, transfer or other change of Tenant's corporate or proprietary structure, stock or equity. Notwithstanding However, notwithstanding anything to the foregoingcontrary contained herein, Subtenant Tenant may encumber, assign, sell or otherwise convey up to 50 percent of Tenant’s stock or equity without being required to obtain written consent from Landlord. (b) No assignment, subletting or licensing shall have affect or reduce the right to assign this Sublease and/or sublet any part or all liability of Tenant for the performance of the Sublet Premises, without terms and provisions hereof. (c) Tenant agrees that if a sublease is secured on the Sublandlord’s consent, to any corporation which Premises and the rental rate under such sublease is controlled directly or indirectly by Subtenantgreater than the rental rate hereunder, or any entity (including The First American Corporation) which controls, directly or indirectly, Subtenant, or to any of Subtenant’s joint venture partner(s), partnership(s), or other affiliated entity(s), by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord if this Lease shall be deemed to have granted its consent to the proposed subleaseassigned, assignment or encumbrance. Subtenant and Tenant shall be entitled to retain receive consideration in exchange for such assignment, Landlord shall receive fifty percent (50%) percent of rent this increased rental or consideration. If a sublease or assignment is executed, then any options to extend this Lease shall be voided, unless Landlord, in its sole discretion, shall agree to the contrary. (d) In addition to Landlord=s right to approve or disapprove a proposed sublease or assignment, as hereinbefore set forth, Landlord shall have the right, to be exercised by giving notice to Tenant within thirty (30) days after receipt of Tenant=s notice as aforesaid, to recapture the Premises, or portion thereof, described in the proposed sublease or assignment. If notice of recapture is given, it shall serve to cancel and other consideration payable terminate this Lease with respect to the proposed sublease space, or, in connection with the case of a proposed assignment, it shall serve to cancel and terminate the entire Term of this Lease, in either case as of the proposed effective date of any assignment or subletting provided Subtenant’s monetary obligations sublet and as fully and completely as if that date had been definitely fixed as the expiration of the Term of this Lease; provided, however, that no termination of this Lease with respect to Sublandlord under all or part of the Premises shall become effective without the prior written consent, where necessary, of the holder of each mortgage to which this Sublease Lease is then subject. If this Lease be cancelled pursuant to the terms hereof with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of the gross rentable square footage retained by Tenant to the gross rentable square footage originally demised and the lease so amended shall continue thereafter in full force and effect. The failure of Landlord to exercise its right of recapture shall not be construed in any manner to be satisfiedan approval of Tenant=s request to assign or sublet, such approval to be effective only if given in writing by Landlord to Tenant.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant (a) Except as otherwise expressly provided in this Article, neither this Lease, nor the term and estate hereby granted, nor any part hereof or thereof, nor the interest of Tenant in any sublease or the rentals thereunder, shall not voluntarily assign be assigned, mortgaged, pledged, encumbered or encumber its otherwise transferred by Tenant, Tenant's legal representatives, subtenants, or successors in interest by operation of law or otherwise, and neither the Premises, nor any part thereof, shall be encumbered in any manner by reason of any act or omission on the part of Tenant or anyone claiming under or through Tenant, or shall be sublet or be used or occupied or permitted to be used or occupied, or utilized for desk space or for mailing privileges by anyone other than Tenant (excluding desk space/mailing privileges for institutional lenders/investors with which Tenant maintains a customer or servicer relationship) or for any purpose other than as permitted by this Lease, without the prior written consent of Landlord in each case. The transfer (or transfers in the aggregate) of a controlling interest in this Sublease Tenant, by transfers of stock or in the Sublet Premisesgeneral partnership or membership interest (other than transfers upon death or disability), or sublease all or any part of the Sublet Premises, or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part of the Sublet Premises, without first obtaining Sublandlord’s consent, which consent Sublandlord shall not unreasonably withhold, delay or condition. No consent to any be deemed an assignment or sublease shall constitute a further waiver of the provisions of this ParagraphLease. Notwithstanding In the foregoing, Subtenant event that Tenant shall have the right desire to assign this Sublease and/or sublet Lease or to sublease any portion of the Premises, then Tenant shall submit in writing to Landlord the name of the proposed assignee or subtenant, the nature and character of its business, the terms and conditions of the proposed assignment or subletting, information as to the financial responsibility of the proposed assignee or subtenant, and such other information as Landlord may require. In the event that Tenant desires to assign this Lease, then any proposed assignment must require Tenant's assignee to assume Tenant's obligations from and after the effective date of an assignment. (b) Anything in subsection 7.01. (a) to the contrary notwithstanding, the ------------------- prior written consent of Landlord shall not be required with respect to an assignment of this Lease or a sublease of part or all of the Sublet PremisesPremises to an entity controlled by, without controlling or under common control with Tenant. For this purpose "CONTROL" shall mean (i) in the Sublandlord’s consentcase of a corporation, ownership of more than fifty percent (50%) of the outstanding capital stock of that corporation, (ii) in the case of a general partnership, shall mean more than fifty percent (50%) of the general partnership interest of the partnership, (iii) in the case of a limited partnership, shall mean more than fifty percent (50%) of the general partnership interests of such limited partnership, and (iv) in the case of a limited liability company, shall mean more than fifty percent (50%) of the membership interests. In connection with any such assignment of sublease, Tenant shall give notice to any corporation which is controlled directly or indirectly by Subtenant, or any entity Landlord at least ten (including The First American Corporation10) which controls, directly or indirectly, Subtenant, or days prior to any the transaction and shall deliver a copy of Subtenant’s joint venture partner(s), partnership(s), or other affiliated entity(s), by merger, acquisition, stock purchase or otherwise or the documentation to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber Landlord within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant after the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant execution of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord shall be deemed to have granted its consent to the proposed sublease, assignment or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of rent and other consideration payable in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease continue to be satisfiedsublease.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant (a) Landlord’s Consent Required. Tenant shall not voluntarily assign or encumber its interest in this Sublease or in the Sublet Premises, or sublease all or any part of the Sublet Premises, or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part of the Sublet Premisesnot, without first obtaining SublandlordLandlord’s prior written consent, which consent Sublandlord may be withheld in Landlord’s sole discretion, mortgage or otherwise encumber this Lease or the Premises in whole or in part, provided that the foregoing shall in no way limit Tenant’s right to use Tenant’s personal property or trade fixtures (to the extent Tenant has the right hereunder to remove same at the expiration or earlier termination of the Term) as collateral for financing purposes and Landlord agrees to enter into a commercially reasonable form of collateral access agreement with Tenant’s lender (the “Tenant’s Secured Lender”) and Tenant in connection with any such financing by Tenant. For purposes of this Lease, no collateral access agreement shall be considered commercially reasonable unless such agreement (i) prohibits the Tenant’s Secured Lender’s access to the Premises after the expiration or earlier termination of this Lease and does not unreasonably withholdrestrict or interfere with the exercise of any of Landlord’s rights and remedies, delay (ii) includes a provision acceptable to Landlord providing that the Tenant and Tenant’s Secured Lender shall jointly and severally indemnify, defend and hold harmless the Landlord, Landlord’s lender, and their respective employees, agents, and contractors from any and all claims, actions, proceedings, damages, fines, penalties, expenses and costs suffered or conditionincurred by all or any of such parties as a result Tenant’s Secured Lender’s accessing of the Premises or any other portion of the Property or otherwise arising out of Tenant’s Secured Lender’s exercise of any rights under such collateral access agreement. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s out-of-pocket costs and expenses, including reasonable attorney’s fees and disbursements, incurred in connection with such any request that Landlord enter into such a collateral access agreement not to exceed Five Thousand Dollars ($5,000.00). Except as expressly otherwise set forth in Section 6.1.6(f) below, Tenant shall not, without Landlord’s prior written consent, assign, sublet, license or transfer this Lease or the Premises in whole or in part whether by changes in the ownership or control of Tenant, or any direct or indirect owner of Tenant, whether at one time or at intervals, by sale or transfer of stock, partnership or beneficial interests, operation of law or otherwise, or permit the occupancy of all or any portion of the Premises by any person or entity other than Tenant’s employees (each of the foregoing, a “Transfer”). Any purported Transfer made without Landlord’s consent, if required hereunder, shall be void and confer no rights upon any third person, provided that if there is a Transfer, Landlord may collect rent from the transferee without waiving the prohibition against Transfers, accepting the transferee, or releasing Tenant from full performance under this Lease. In the event of any Transfer in violation of this Section 6.1.6, Landlord shall have the right to terminate this Lease upon thirty (30) days’ written notice to Tenant given within sixty (60) days after receipt of written notice from Tenant to Landlord of any Transfer, or within one (1) year after Landlord first learns of the Transfer if no notice is given. No consent to any assignment Transfer shall relieve Tenant of its primary obligation as party Tenant hereunder, nor shall it reduce or sublease shall constitute a further waiver of the provisions of increase Landlord’s obligations under this ParagraphLease. Notwithstanding the foregoing, Subtenant shall have no issuance of stock in Tenant in an initial public offering on a “national securities exchange” (as defined in the right to assign this Sublease and/or sublet any part or all Securities and Exchange Act of the Sublet Premises, without the Sublandlord’s consent, to any corporation which is controlled directly or indirectly by Subtenant, or any entity (including The First American Corporation1934) which controls, directly or indirectly, Subtenant, or to any of Subtenant’s joint venture partner(s), partnership(s), or other affiliated entity(s), by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord shall be deemed to have granted its consent to be a Transfer within the proposed subleasemeaning and provisions of this Section 6.1.6, assignment or encumbrance. Subtenant nor shall be entitled to retain any transfer of more than fifty percent (50%) percent of rent and other consideration payable any stock or interest in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease continue Tenant be deemed to be satisfieda Transfer within the meaning and provisions of this Section 6.1.6 as long as Tenant remains a corporation the outstanding voting stock of which is publicly traded and listed on a “national securities exchange” (as defined in the Securities and Exchange Act of 1934).

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant shall not voluntarily assign Tenant covenants and ------------ -------------------------------------- agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or encumber its interest therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the premises, nor any part thereof will be encumbered in this Sublease any manner by reason of any act or in omission on the Sublet Premisespart of Tenant, or sublease all used or any part of the Sublet Premisesoccupied, or allow utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other person than as stated herein, or entity (except Subtenant’s authorized representatives) to occupy be sublet or use all offered or any part of the Sublet Premisesadvertised for subletting, without first obtaining Sublandlord’s consentthe prior written consent of Landlord in every case, which consent Sublandlord shall not be unreasonably withholdwithheld or delayed. Not in limitation of the foregoing, delay or condition. No Tenant's request for Landlord's consent to subletting or assignment shall be submitted in writing, it being understood and agreed however that Tenant shall have no right to assign or sublet this lease, or any assignment interest therein or sublease thereunder to any individual or entity with whom Landlord is then negotiating for the rental of other vacant space in the Building. It is hereby expressly understood and agreed, however, if Tenant is a corporation, that the assignment, or transfer of this Lease, and the term and estate granted, to a subsidiary, affiliate or parent corporation of Tenant, or to any corporation into which Tenant is merged or with which Tenant is consolidated, which corporation shall constitute have a further waiver net worth at least equal to that of Tenant immediately prior to such assignment, transfer, merger or consolidation, (such corporation being hereinafter called "Assignee"), without the prior written consent of Landlord shall not be deemed to be prohibited hereby, if, and upon the express condition that, Assignee and Tenant shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby Assignee shall agree to be bound by and upon the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed and whereby Assignee shall expressly agree that the provisions of this ParagraphSection XXI shall, notwithstanding such assignment transfer, continue to be binding upon it with respect to all future assignments and transfers. Notwithstanding The listing of any name other than that of Tenant, whether on the foregoing, Subtenant shall have the right to assign this Sublease and/or sublet any part or all doors of the Sublet Premises, without premises or on the Sublandlord’s consent, to any corporation which is controlled directly or indirectly by SubtenantBuilding directory, or otherwise, shall not operate to vest any entity (including The First American Corporation) which controlsright or interest in this Lease or in the premises or be deemed to be the written consent of Landlord mentioned in this Section XXI, directly or indirectly, Subtenant, or to any of Subtenant’s joint venture partner(s), partnership(s), or other affiliated entity(s), it being expressly understood that such listing is a privilege extended by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s Landlord revocable at will by written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consentTenant. If within this Lease be assigned, or if the premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the Assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such ten (10) business day periodassignment, Sublandlord fails to respond to Subtenant’s request subletting, occupancy or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord collection shall be deemed a waiver of this covenant, or the acceptance of the Assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to have granted its consent to the proposed sublease, assignment or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of rent and other consideration payable in connection with any an assignment or subletting provided Subtenant’s monetary obligations shall not in any way be construed to Sublandlord under this Sublease continue relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. No assignment, subletting or use of the premises by an affiliate of Tenant shall affect the purpose for which the premises may be satisfiedused stated in Section II.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Use, or be sublet, or offered or advertised for subletting without Landlord’s prior written consent and subject to Section (b)(3) below of this Section 16. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if Tenant is a business entity, that the assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity shall have a net worth, as determined in accordance with generally accepted accounting principles, of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, (such business entity being hereinafter called “Permitted Assignee”), shall not voluntarily require Landlord’s consent or the giving of a Recapture Offer (defined below), but upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer. (b) Except for an assignment or sublease to a Permitted Assignee or to an Affiliated Entity, as defined below, then, notwithstanding anything to the contrary in this Lease contained: (1) Tenant shall, prior to offering or advertising the Premises, or any portion thereof, for sublease give Landlord a Recapture Offer, as hereinafter defined. (2) For the purposes hereof, a “Recapture Offer” shall be defined as a notice in writing from Tenant to Landlord which: (i) States that Tenant desires to sublet the Premises, or a portion thereof. (ii) Identifies the affected portion of the Premises (“Recapture Premises”). (iii) Identifies the period of time (“Recapture Period”) during which Txxxxx proposes to sublet the Recapture Premises or to assign or encumber its interest in this Sublease or Lease. (iv) Offers to Landlord to terminate this Lease in respect of the Recapture Premises (in the Sublet Premises, or sublease all or any part case of a subletting for the remainder of the Sublet Premises, Term of this Lease) or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part suspend the Term of this Lease pro tanto in respect of the Sublet PremisesRecapture Period (i.e., without first obtaining Sublandlord’s consentthe Term of this Lease in respect of the Recapture Premises shall be terminated during the Recapture Period and Tenant's rental obligations shall be reduced in proportion to the ratio of the Total Rentable Area of the Recapture Premises to the Total Rentable Area of the Premises then demised to Tenant), except that, if the Recapture Period is not for the remainder of the Term, then Landlord or its assignee or subtenant will, unless Tenant agrees otherwise, restore the Recapture Premises to the condition on which consent Sublandlord it was delivered to Landlord and repair any and all damage to the Recapture Premises that may have occurred following such delivery by Tenant. (3) Landlord shall have thirty (30) days to accept a Recapture Offer. If Landlord does not timely give written notice to Tenant accepting a Recapture Offer, then within the same thirty (30) day period Landlord shall not unreasonably withhold, condition, or delay or condition. No its consent to any assignment or a sublease shall constitute a further waiver of the provisions Recapture Premises for the Recapture Period, or an assignment of Tenant's interest in this ParagraphLease, as the case may be, to a Qualified Transferee, as hereinafter defined. Notwithstanding the foregoing, Subtenant shall have the right to assign this Sublease and/or sublet any part or all If Landlord recaptures a portion of the Sublet Premises, without Landlord shall perform, at its expense, such work as shall be necessary to comply with applicable Laws and lawfully demise the Sublandlordrecaptured portion of the Premises. (4) For the purposes hereof, a “Qualified Transferee” shall be defined as a person, firm or corporation which, in Landlord's reasonable opinion: (i) is financially responsible and of good reputation; (ii) shall use the Premises for no other purpose than the Permitted Use; and (iii) is not a Restricted Occupant, as hereinafter defined. (5) For the purposes hereof, a “Restricted Occupant” shall be defined as any existing tenant or subtenant of premises in the Building (“Occupant”) unless such Occupant satisfies all three of the following criteria: (i) Such Occupant desires to occupy the applicable portion of the Premises for expansion purposes only; and (ii) Such Occupant’s consentoccupancy of the applicable portion of the Premises will not, to any corporation which is controlled directly or indirectly by Subtenant, or any entity (including The First American Corporation) which controls, either directly or indirectly, Subtenantcause a vacancy in the premises which such Occupant then occupies in the Building; and (iii) Such Occupant’s need, as to the size of premises and length of term, cannot then (i.e., at the time that Tenant requests Lxxxxxxx's consent to such Occupant) be satisfied by Landlord in the Building. (6) Notwithstanding anything to the contrary in this Article 16(b) contained: (i) If Tenant is in default of its obligations under this Lease continuing beyond the expiration of the applicable notice, grace or cure period at the time that it makes the aforesaid offer to Landlord, such default shall be deemed to be a “reasonable” reason for Landlord withholding its consent to any proposed subletting or assignment; and (ii) If Tenant does not enter into a sublease with a subtenant (or an assignment to an assignee, as the case may be) approved by Landlord, as aforesaid, on or before the date which is twelve (12) months after the earlier of: (x) the expiration of said thirty (30) day period, or (y) the date that Landlord notifies Tenant that Landlord will not accept Txxxxx’s offer to terminate or suspend this Lease, then before entering into any of Subtenant’s joint venture partner(sassignment or sublease, Tenant shall again offer to Landlord, in accordance with this Article 16(b), partnership(seither to terminate or to suspend this Lease in respect of the portion of the Premises proposed to be sublet (or in respect of the entirety of the Premises in the event of a proposed assignment, as the case may be). If Tenant shall make any subsequent offers to terminate or suspend this Lease pursuant to this Article 16(b), any such subsequent offers shall be treated in all respects as if it is Txxxxx's first offer to suspend or other affiliated entity(sterminate this Lease pursuant to this Article 16(b), by merger, acquisition, stock purchase provided that the period of time Landlord shall have in which to accept or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord reject such subsequent offer shall respond to any Subtenant request to assign, sublease or encumber within be ten (10) business days days. (7) No subletting or assignment shall relieve Tenant of written notice of Subtenant’s desire its primary obligation as party-Tenant hereunder, nor shall it reduce or increase Landlord's obligations under this Lease. (c) Notwithstanding anything to enter into such assignment sublease or encumbrance. If Sublandlord elects the contrary herein contained, Tenant shall have the right, without obtaining Landlord's consent and without giving Landlord a Recapture Offer, to withhold assign its consent, Sublandlord shall specify interest in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request this Lease or to notify Subtenant of sublease the specificPremises, reasonable grounds upon which it is withholding its consentor any portion thereof, Sublandlord to an Affiliated Entity, as hereinafter defined, so long as such entity remains in such relationship to Tenant, and provided that prior to or simultaneously with such assignment, such Affiliated Entity executes and delivers to Landlord an Assumption Agreement, as hereinabove defined. For the purposes hereof, an “Affiliated Entity” shall be deemed to have granted its consent to defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the proposed subleasepurposes hereof, assignment control shall mean the direct or encumbrance. Subtenant shall be entitled to retain indirect ownership of more than fifty (50%) percent of the beneficial interest of the entity in question. (d) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, at any time following a default which is not cured within applicable notice and cure periods, and from time to time, collect rent and other consideration payable in connection with any charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved then due and thereafter becoming due, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Any consent by Landlord to a particular assignment or subletting provided Subtenant’s monetary obligations to Sublandlord shall not in any way diminish the prohibition stated in the first sentence of this Article 16 or the continuing liability of Tenant named on Exhibit 1 as the party Tenant under this Sublease continue Lease. No assignment or subletting shall affect the purpose for which the Premises may be used as stated in Exhibit 1. (e) In the event of an assignment of this Lease or a sublease of the Premises or any portion thereof to anyone other than a Permitted Assignee or Affiliated Entity, Tenant shall pay to Landlord fifty percent (50%) of any Net Transfer Profit (as defined below), payable in accordance with the following. In the case of an assignment of this Lease, “Net Transfer Profit”: (1) shall be defined as the amount (if any) by which any consideration paid by the assignee, if any, specifically for or as an inducement to Tenant to make said assignment exceeds the reasonable attorneys' fees, architectural and engineering fees, construction costs and brokerage fees and other inducements or concessions incurred by Tenant in order to effect such transfer (collectively, “Transfer Expenses”), and (2) shall be payable within five (5) business days following receipt of the payment to be satisfiedmade by the assignee to Tenant. In the case of a sublease, “Net Transfer Profit”: (3) shall be defined as a monthly amount equal to the amount by which the sublease rent actually received and other charges payable by the subtenant to Tenant under the sublease exceed the sum of the rent and other charges payable under this Lease for the Premises or allocable to the sublet portion thereof, plus the Transfer Expenses incurred with respect to such sublease, and (4) shall be payable on a monthly basis within five (5) business days following receipt of the subtenant’s payment of rent to Tenant under the sublease and after Tenant recovers such Transfer Expenses. Net Transfer Profit shall not include any amounts paid to Tenant for purchase or rental of furniture, fixtures or improvements or for leasehold improvements; provided, however, that Tenant shall not include the cost of any such items in Transfer Expenses.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant shall A. Tenant may not voluntarily assign assign, transfer, sublet, mortgage, pledge or otherwise encumber its interest in this Sublease Lease or in the Sublet Premises, or sublease all Premises or any part thereof without prior written consent of owner. Any assignment of this Lease shall be upon the express condition that the assignee and Tenant shall promptly execute acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee agrees to be personally bound by the terms, covenants and conditions of this Lease and shall contain the agreement of the Sublet Premisessubtenant thereunder that, upon default of this Lease and upon Landlord's written request, it will pay all rents under the sublease directly to Landlord. Tenant cannot assign nor sublet for rent higher than rent stated in Lease. B. Tenant agrees to pay the reasonable costs and attorney's fees of Landlord in connection with Tenant's request for Landlord's approval of any assignment, sublease or allow any other person transfer. C. If this Lease is assigned or entity (except Subtenant’s authorized representatives) to occupy or use all if the Premises or any part of thereof is sublet or occupied by anyone other than Tenant, Landlord, after default by Tenant hereunder, may collect the Sublet Premisesrents from such assignee, without first obtaining Sublandlord’s consentsubtenant or occupant, which consent Sublandlord shall not unreasonably withholdas the case may be, delay or conditionand apply the net amount collected to the rental herein reserved. No consent to any assignment such assignment, occupancy or sublease collection shall constitute be deemed a further waiver of the provisions requirement set forth in this Section or be deemed the acceptance by Landlord of such assignee or occupant as Tenant or be deemed a release of Tenant from the future performance by Tenant of its obligations contained in this ParagraphLease. Notwithstanding the foregoing, Subtenant shall have the right The consent by Landlord to assign this Sublease and/or sublet any part or all an assignment of the Sublet Premises, without lease shall not in any way be construed to relieve Tenant from obtaining the Sublandlord’s consent, express consent in writing of Landlord to any corporation which is controlled directly further assignment. No assignment, subletting or indirectly by Subtenant, or any entity (including The First American Corporation) which controls, directly or indirectly, Subtenant, or to any of Subtenant’s joint venture partner(s), partnership(s), or other affiliated entity(s), by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant use of the specific, reasonable grounds upon Premises shall affect the purpose for which it is withholding its consent, Sublandlord shall the Premises may be deemed to have granted its consent to the proposed sublease, assignment or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of rent and other consideration payable in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease continue to be satisfiedused.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant shall not voluntarily assign or encumber its interest (a) Except as expressly provided in this Sublease Article 16, Tenant covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or in therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Sublet Premises, or sublease all or nor any part thereof will be encumbered in any manner by reason of any act or omission on the Sublet Premisespart of Tenant, or allow used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other person than the Permitted Use, or entity (except Subtenant’s authorized representatives) to occupy be sublet, or use all offered or any part of the Sublet Premises, without first obtaining Sublandlord’s consent, which consent Sublandlord shall not unreasonably withhold, delay or condition. No consent to any assignment or sublease shall constitute a further waiver of the provisions of this Paragraphadvertised for subletting. Notwithstanding the foregoing, Subtenant it is hereby expressly understood and agreed however, if Tenant is a business entity, that the assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged or with which Tenant is consolidated, which business entity shall have a net worth at least equal to that of Tenant immediately prior to such merger or consolidation (such business entity being hereinafter called “Permitted Assignee”), shall not be deemed to be prohibited hereby if, and upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. (b) Except for an assignment or sublease to a Permitted Assignee, a Permitted Occupant (as defined in Section 16(h) below) or to an Affiliated Entity (as defined in Section 16(c) below), then, notwithstanding anything to the contrary in this Lease contained: (1) Tenant shall, prior to offering or advertising the Premises, or any portion thereof, for sublease or assignment for the entire balance of the then-current Term, give Landlord a Recapture Offer, as hereinafter defined. (2) For the purposes hereof, a “Recapture Offer” shall be defined as a notice in writing from Tenant to Landlord which: (i) States that Tenant desires to sublet the Premises, or a portion thereof, or to assign its interest in this Lease for the entire balance of the then-current Term. (ii) Identifies the affected portion of the Premises (“Recapture Premises”). (iii) Offers to Landlord to terminate this Lease in respect of the Recapture Premises. (3) Landlord shall have fifteen (15) business days after receipt of the Recapture Offer to accept a Recapture Offer. If Landlord does not timely give written notice to Tenant accepting a Recapture Offer, or if no such Recapture Offer is required to be given, then Landlord agrees that it will not unreasonably withhold or delay its consent to a sublease of all or a portion of the Premises, or an assignment of Tenant’s interest in this Lease, as the case may be, to a Qualified Transferee, as hereinafter defined. If Landlord accepts a Recapture Offer, Landlord shall, at Landlord’s cost and expense, pay for any demising walls necessary to legally separate the Recapture Premises from the adjacent premises. (4) For the purposes hereof, a “Qualified Transferee” shall be defined as a person, firm or corporation which is, in Landlord’s reasonable opinion: (i) financially responsible and of good reputation; (ii) engaged in a business, the functional aspects of which, with respect to the Premises, are similar to the use of other premises made by other office space tenants in the Building or the Complex; and (iii) not a Restricted Occupant, as hereinafter defined. (5) For the purposes hereof, a “Restricted Occupant” shall be defined as any tenant or subtenant of premises in the Building or the Complex (“Occupant”) unless such Occupant satisfies all three of the following criteria: (i) Such Occupant desires to occupy the Recapture Premises for expansion purposes only; and (ii) Such Occupant’s occupancy of the Recapture Premises will not, either directly or indirectly, cause a vacancy in the premises which such Occupant then occupies in the Building or the Complex; and (iii) Such Occupant’s need, as to the size of premises, use of premises, and length of term, individually or in combination cannot then (i.e., at the time that Tenant requests Landlord’s consent to such Occupant) be reasonably satisfied by Landlord in the Building. (6) Notwithstanding anything to the contrary in this Article 16(b) contained: (i) If Tenant is in default of its obligations under this Lease at the time that it makes the aforesaid offer to Landlord, such default shall be deemed to be a “reasonable” reason for Landlord withholding its consent to any proposed subletting or assignment; and (ii) If Tenant does not enter into a sublease with a subtenant (or an assignment to an assignee, as the case may be) approved by Landlord, as aforesaid, on or before the date which is one hundred eighty (180) days after the earlier of: (x) the expiration of said fifteen (15) business day period, or (y) the date that Landlord notifies Tenant that Landlord will not accept Tenant’s offer to terminate or suspend this Lease, then Landlord shall have the right arbitrarily to assign withhold its consent to any subletting or assignment proposed to be entered into by Tenant after the expiration of said one hundred eighty (180) day period unless Tenant again offers, in accordance with this Sublease and/or sublet any part Article 16(b), either to terminate or all to suspend this Lease in respect of the Sublet Premisesportion of the Premises proposed to be sublet (or in respect of the entirety of the Premises in the event of a proposed assignment, without as the Sublandlord’s consent, case may be). If Tenant shall make any subsequent offers to any corporation which is controlled directly terminate or indirectly by Subtenant, or any entity (including The First American Corporation) which controls, directly or indirectly, Subtenant, or suspend this Lease pursuant to any of Subtenant’s joint venture partner(sthis Article 16(b), partnership(sany such subsequent offers shall be treated in all respects as if it is Tenant’s first offer to suspend or terminate this Lease pursuant to this Article 16(b), provided that the period of time Landlord shall have in which to accept or other affiliated entity(s), by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord reject such subsequent offer shall respond to any Subtenant request to assign, sublease or encumber within be ten (10) business days days. (7) Notwithstanding anything to the contrary herein contained, Tenant shall have no right, under this Article 16(b) hereof, prior to the date one (1) year after the Commencement Date. Without limiting the foregoing, Tenant shall have no right to give Landlord a Recapture Offer prior to the date one (1) year after the Commencement Date. (8) No subletting or assignment shall relieve Tenant of written notice of Subtenantits primary obligation as party-Tenant hereunder, nor shall it reduce or increase Landlord’s desire obligations under this Lease. (c) Notwithstanding anything to enter into the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent and without giving Landlord a Recapture Offer, to assign its interest in this Lease or to sublease the Premises, or any portion thereof, to an Affiliated Entity, as hereinafter defined, so long as such entity remains in such relationship to Tenant, and provided that prior to or simultaneously with such assignment sublease or encumbrancesublease, such Affiliated Entity executes and delivers to Landlord an Assumption Agreement, as hereinabove defined. If Sublandlord elects to withhold its consentFor the purposes hereof, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord an “Affiliated Entity” shall be deemed to have granted its consent to defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the proposed subleasepurposes hereof, assignment control shall mean the direct or encumbrance. Subtenant shall be entitled to retain indirect ownership of more than fifty (50%) percent of the beneficial interest of the entity in question. (d) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, at any time and from time to time, collect rent and other consideration payable in connection with any charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved then due and thereafter becoming due, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Any consent by Landlord to a particular assignment or subletting provided Subtenant’s monetary obligations to Sublandlord shall not in any way diminish the prohibition stated in the first sentence of this Article 16 or the continuing liability of Tenant named on Exhibit 1 as the party Tenant under this Lease. No assignment or subletting shall affect the purpose for which the Premises may be used as stated in Exhibit 1. (e) In the event of an assignment of this Lease or a sublease of the Premises or any portion thereof to anyone other than a Permitted Assignee or Affiliated Entity, Tenant shall pay to Landlord fifty percent (50%) of any Net Sublease continue Profit (as defined below), payable in accordance with the following. In the case of an assignment of this Lease, “Net Sublease Profit”: (1) shall be defined as a lump sum in the amount (if any) by which any consideration paid by the assignee in consideration of or as an inducement to Tenant to make said assignment exceeds the reasonable attorneys’ fees, construction costs and brokerage fees incurred by Tenant in order to effect such assignment (collectively, “Sublease Expenses”), and (2) shall be payable concurrently with the payment to be satisfiedmade by the assignee to Tenant. In the case of a sublease, “Net Sublease Profit”: (3) shall be defined as a monthly amount equal to the amount by which the sublease rent and other charges payable by the subtenant to Tenant under the sublease exceed the sum of the rent and other charges payable under this Lease for the Premises or allocable to the sublet portion thereof, plus a monthly amount equal to the Sublease Expenses divided by the number of months in the term of the sublease, and (4) shall be payable on a monthly basis concurrently with the subtenant’s payment of rent to Tenant under the sublease.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant shall not voluntarily assign or encumber its interest (a) Except as expressly provided in this Sublease Article 16, Tenant covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or in therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Sublet Premises, or sublease all or nor any part thereof will be encumbered in any manner by reason of any act or omission on the Sublet Premisespart of Tenant, or allow used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other person than the Permitted Use, or entity (except Subtenantbe sublet, or offered or advertised for subletting without Landlord’s authorized representatives) to occupy or use all or any part of the Sublet Premises, without first obtaining Sublandlord’s prior written consent, which consent Sublandlord shall not unreasonably withhold, delay to be granted or condition. No consent to any assignment or sublease shall constitute a further waiver of the provisions of withheld in accordance with this ParagraphArticle 16. Notwithstanding the foregoing, Subtenant it is hereby expressly understood and agreed however, if Tenant is a business entity, that the assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all of Tenant’s business or assets, which business entity shall have a net worth at least equal to that of Tenant immediately prior to such merger, consolidation or acquisition (such business entity being hereinafter called “Permitted Assignee”), shall not require Landlord’s consent or the right giving of a Recapture Offer, but upon the express condition that Permitted Assignee and Tenant shall execute, acknowledge and deliver to assign Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. (b) Except for an assignment or sublease to a Permitted Assignee or to an Affiliated Entity, as defined below, or a proposed sublease that is not a Triggering Sublease and/or sublet (as hereinafter defined), then, notwithstanding anything to the contrary in this Lease contained: (1) Tenant shall, prior to offering or advertising the Premises, or any part portion thereof, for sublease or assignment give Landlord a Recapture Offer, as hereinafter defined. For purposes hereof, a “Triggering Sublease” shall be a sublease which is for all or any portion of the Premises then demised to Tenant under the Lease and is for a term that is for substantially all or all of the Sublet then remaining term of the Term of the Lease. (2) For the purposes hereof, a “Recapture Offer” shall be defined as a notice in writing from Tenant to Landlord which: (i) States that Tenant desires to sublet the Premises, without or a portion thereof, or to assign its interest in this Lease. (ii) Identifies the Sublandlordaffected portion of the Premises (“Recapture Premises”). (iii) Identifies the period of time (“Recapture Period”) during which Xxxxxx proposes to sublet the Recapture Premises or to assign its interest in this Lease. (iv) Offers to Landlord to terminate this Lease in respect of the Recapture Premises (in the case of a proposed assignment of Xxxxxx’s consentinterest in this Lease or a subletting for the remainder of the Term of this Lease) or to suspend the Term of this Lease pro tanto in respect of the Recapture Period (i.e., the Term of this Lease in respect of the Recapture Premises shall be terminated during the Recapture Period and Tenant’s rental obligations shall be reduced in proportion to the ratio of the Total Rentable Area of the Recapture Premises to the Total Rentable Area of the Premises then demised to Tenant). (3) Landlord shall have thirty (30) days to accept a Recapture Offer. If Landlord does not timely give written notice to Tenant accepting a Recapture Offer, or if Tenant desires to enter into a sublease that is not a Triggering Sublease, then Landlord agrees that it will not unreasonably withhold, condition or delay its consent to a sublease of the Recapture Premises for the Recapture Period, or an assignment of Tenant’s interest in this Lease, as the case may be, to a Qualified Transferee, as hereinafter defined. (4) For the purposes hereof, a “Qualified Transferee” shall be defined as a person, firm or corporation which, in Landlord’s reasonable opinion: (i) is financially responsible and of good reputation; (ii) shall use the Premises for no other purpose than the Permitted Use; and (iii) is not a Restricted Occupant, as hereinafter defined. (5) For the purposes hereof, a “Restricted Occupant” shall be defined as any corporation which is controlled directly tenant or indirectly by Subtenantsubtenant of other premises in the Building (“Occupant”) unless such Occupant satisfies all three of the following criteria: (i) Such Occupant desires to occupy the Recapture Premises for expansion purposes only; and (ii) Such Occupant’s occupancy of the Recapture Premises will not, or any entity (including The First American Corporation) which controls, either directly or indirectly, Subtenantcause a vacancy in the premises which such Occupant then occupies in the Building; and (iii) Such Occupant’s need, or as to any the size of Subtenantpremises and length of term, cannot then (i.e., at the time that Tenant requests Xxxxxxxx’s joint venture partner(s), partnership(s), or other affiliated entity(s), consent to such Occupant) be satisfied by merger, acquisition, stock purchase or otherwise or Landlord. (6) Notwithstanding anything to a successor(s)-in-interest to any part or all the contrary in this Article 16(b) contained: (i) If Tenant is in default of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant obligations under this Lease continuing beyond the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant expiration of the specificapplicable notice, reasonable grounds upon which grace or cure period at the time that it is withholding its consentmakes the aforesaid offer to Landlord, Sublandlord such default shall be deemed to have granted be a “reasonable” reason for Landlord withholding its consent to any proposed subletting or assignment; and (ii) If Tenant does not enter into a sublease with a subtenant (or an assignment to an assignee, as the case may be) approved by Landlord, as aforesaid, on or before the date which is one hundred eighty (180) days after the earlier of: (x) the expiration of said thirty (30) day period, or (y) the date that Landlord notifies Tenant that Landlord will not accept Xxxxxx’s offer to terminate or suspend this Lease, then Tenant shall again offer, in accordance with this Article 16(b), either to terminate or to suspend this Lease in respect of the portion of the Premises proposed to be sublet (or in respect of the entirety of the Premises in the event of a proposed assignment, as the case may be) prior to entering into any assignment or sublease. If Tenant shall make any subsequent offers to terminate or suspend this Lease pursuant to this Article 16(b), any such subsequent offers shall be treated in all respects as if it is Xxxxxx’s first offer to suspend or terminate this Lease pursuant to this Article 16(b), provided that the period of time Landlord shall have in which to accept or reject such subsequent offer shall be twenty (20) days. (7) No subletting or assignment shall relieve Tenant of its primary obligation as party-Tenant hereunder, nor shall it reduce or increase Landlord’s obligations under this Lease. (c) Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent and without giving Landlord a Recapture Offer, to assign its interest in this Lease or to sublease the Premises, or any portion thereof, to an Affiliated Entity, as hereinafter defined, so long as such entity remains in such relationship to Tenant, and provided that prior to or simultaneously with such assignment or sublease, assignment or encumbrancesuch Affiliated Entity executes and delivers to Landlord an Assumption Agreement, as hereinabove defined. Subtenant For the purposes hereof, an “Affiliated Entity” shall be entitled to retain defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, control shall mean the direct or indirect ownership of more than fifty (50%) percent of the beneficial interest of the entity in question. (d) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, at any time and from time to time, collect rent and other consideration payable in connection with any charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved then due and thereafter becoming due, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Any consent by Landlord to a particular assignment or subletting provided Subtenant’s monetary obligations to Sublandlord shall not in any way diminish the continuing liability of Tenant named on Exhibit 1 as the party Tenant under this Sublease continue Lease or constitute a consent to any other assignment or sublease. No assignment or subletting shall affect the purpose for which the Premises may be used as stated in Exhibit 1. (e) In the event of an assignment of this Lease or a sublease of the Premises or any portion thereof to anyone other than a Permitted Assignee or Affiliated Entity, Tenant shall pay to Landlord fifty percent (50%) of any Net Transfer Profit (as defined below), payable in accordance with the following. In the case of an assignment of this Lease, “Net Transfer Profit”: (1) shall be defined as a lump sum in the amount (if any) by which any consideration paid by the assignee in consideration of or as an inducement to Tenant to make said assignment exceeds the reasonable attorneys’ fees, construction costs and brokerage fees incurred by Tenant in order to effect such assignment (collectively, “Transfer Expenses”), and (2) shall be payable concurrently with the payment to be satisfiedmade by the assignee to Tenant. In the case of a sublease, “Net Transfer Profit”: (3) shall be defined as a monthly amount equal to the amount by which the sublease rent and other charges payable by the subtenant to Tenant under the sublease exceed the sum of the rent and other charges payable under this Lease for the Premises or allocable to the sublet portion thereof, plus a monthly amount equal to the Transfer Expenses divided by the number of months in the term of the sublease, and (4) shall be payable on a monthly basis concurrently with the subtenant’s payment of rent to Tenant under the sublease.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant Tenant covenants and agrees that neither this lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than as stated herein, or be sublet or offered or advertised for subletting, without the prior written consent of Landlord in every case. Not in limitation of the foregoing, Tenant's request for Landlord's consent to subletting or assignment shall be submitted in writing and Landlord's consent shall be granted only if the assignee, subtenant or sublessee shall agree to pay Landlord rent, including Tax Excess, Operating Cost Excess, Electricity Charge and Tenant Excess Electricity Expense at the higher of that reserved in this lease or that then current rate in the Building for new tenants. Further, it is agreed that in lieu of withholding or granting its consent Landlord may, within thirty (30) days of receipt of a request for consent from Tenant, cancel this lease as to so much of the demised premises as Tenant has proposed for assignment or subletting. If Landlord shall elect to cancel this lease as to all or a portion of the demised premises, it shall give Tenant written notice of its election, which notice shall set forth a "termination date" which shall be not voluntarily less than thirty (30) or more than sixty (60) days from the receipt by Landlord of Tenant's request to assign or encumber its interest sublet, and on that "termination date" Tenant shall surrender the premises for which this lease has been canceled in this Sublease or in the Sublet Premises, or sublease all or any part of the Sublet Premises, or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part of the Sublet Premises, without first obtaining Sublandlord’s consent, which consent Sublandlord shall not unreasonably withhold, delay or condition. No consent to any assignment or sublease shall constitute a further waiver of accordance with the provisions of this Paragraph. Notwithstanding lease relating to the foregoing, Subtenant shall have the right to assign this Sublease and/or sublet any part or all surrender of the Sublet Premisesdemised premises as the expiration of the term of this lease. If the cancellation shall be as to a portion of the demised premises only, without then the Sublandlord’s consentTenant's Proportionate Share for Taxes, Tenant's Proportionate Share for Operating Cost Escalation and the rent shall be adjusted proportionately to reflect said cancellation. It is hereby expressly understood and agreed, however, if Tenant is a corporation, that the assignment, or transfer of this lease, and the term and estate granted, to any corporation into which Tenant is merged or with which Tenant is consolidated or which is an affiliate of Tenant (i.e. controlling, controlled directly by or indirectly under common control with Tenant), which corporation shall have a net worth at least equal to that of Tenant immediately prior to such merger or consolidation (such corporation being hereinafter called "Assignee"), without the prior written consent of Landlord shall not be deemed to be prohibited hereby, if, and upon the express condition that, Assignee and Tenant shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby Assignee shall agree to be personally bound by Subtenantand upon the covenants, agreements, terms, provisions and conditions set forth in this lease on the part of Tenant to be performed and whereby Assignee shall expressly agree that the provisions of this Section XXI shall, notwithstanding such assignment transfer, continue to be binding upon it with respect to all future assignments and transfers. The listing of any name other than that of Tenant, whether on the doors of the premises or on the Building directory, or otherwise, shall not operate to vest any entity (including The First American Corporation) which controlsright or interest in this lease or in the premises or be deemed to be the written consent of Landlord mentioned in this Section XXI, directly or indirectly, Subtenant, or to any of Subtenant’s joint venture partner(s), partnership(s), or other affiliated entity(s), it being expressly understood that such listing is a privilege extended by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s Landlord revocable at will by written notice to Subtenant Tenant; Landlord agrees not to revoke such privilege for Tenant during the specific, reasonable grounds upon which Sublandlord desires to withhold such consentterm hereof. If within this lease be assigned, or if the premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the Assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such ten (10) business day periodassignment, Sublandlord fails to respond to Subtenant’s request subletting, occupancy or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord collection shall be deemed a waiver of this covenant, or the acceptance of the Assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to have granted its consent to the proposed sublease, assignment or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of rent and other consideration payable in connection with any an assignment or subletting provided Subtenant’s monetary obligations shall not in any way be construed to Sublandlord under this Sublease continue relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. No assignment, subletting or use of the demised premises by an affiliate of Tenant shall affect the purpose for which the demised premises may be satisfiedused stated in Section II.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than as stated herein, or be sublet or offered or advertised for subletting, without the prior written consent of Landlord. Tenant’s request for Lxxxxxxx’s consent to subletting or assignment shall be submitted in writing, including a detailed description of the business of and financial information and such other information as Landlord may reasonably request concerning the proposed subtenant or assignee, and, provided that no Tenant Default (or event or condition which with the giving of notice or passage of time or both would constitute a Tenant Default) is then outstanding, Landlord’s consent shall not voluntarily assign be unreasonably withheld, conditioned or encumber its delayed. However, it shall not be deemed unreasonable for Landlord to withhold his consent to any assignee or Tenant or other occupant whose financial status, character, method of doing business and/or proposed use or occupancy of the Leased Premises or any other part of the Building would, in Landlord’s reasonable judgment, materially adversely affect the character or value of the Building. Notwithstanding any assignment of Txxxxx’s interest in this Sublease Lease or in any subletting of the Sublet Premises, or sublease all whole or any part of the Sublet PremisesPremises consented to by Landlord, or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use Tenant named herein shall remain fully, primarily and unconditionally liable under this Lease and shall not thereby be released from the performance and observance of all or any the agreements and conditions on the part of the Sublet Premises, without first obtaining Sublandlord’s consent, which consent Sublandlord Tenant to be performed hereunder. If Landlord shall not unreasonably withhold, delay or condition. No consent to any such assignment or sublease subletting, Tenant shall constitute agree to pay to Landlord, as condition of the effectiveness of any such consent, [***] percent ([***]%) of the excess of the rent (Base Rent, Escalations and other additional rent) payable by such assignee or subtenant, over the rent (Base Rent, Escalations and other additional rent) payable by Tenant to Landlord for the Premises, apportioned on a further waiver square foot of floor area basis for the Premises occupied by such subtenant. Further, it is agreed that in lieu of withholding or granting its consent Landlord may, within thirty (30) days of receipt of a request for consent to assign the Lease or subletting of all or substantially all of the Leased Premises for all or substantially all of the then remaining term of this Lease from Tenant, cancel this Lease as to so much of the Leased Premises as Tenant has proposed for assignment or subletting. If Landlord shall elect to cancel this Lease as to a portion of the Leased Premises, it shall give Tenant written notice of its election (“Cancellation Notice”), which notice shall set forth a “termination date” which shall be not less than thirty (30) or more than ninety (90) days from the receipt by Landlord of Tenant’s request to assign or sublet, and on that “termination date” Tenant shall surrender the Premises for which this lease has been canceled in accordance with the provisions of this ParagraphLease relating to the surrender of the Leased Premises as the expiration of the term of this Lease. Notwithstanding If Landlord provides its Cancellation Notice to Tenant, Tenant may rescind its proposed assignment or subletting by notifying Landlord in writing within five (5) business days following the foregoingCancellation Notice. It is hereby expressly understood and agreed, Subtenant however, that notwithstanding the foregoing or anything to the contrary in this Lease, Tenant shall have the right right, without Landlord’s prior written consent but with not less than 10 business days’ prior written notice to Landlord, to assign this Sublease and/or sublet any part Lease or all of to sublease the Sublet Leased Premises, without the Sublandlord’s consent, to any corporation which is controlled directly or indirectly by Subtenant, or any entity portion thereof, to (including The First American Corporationi) which controls, directly or indirectly, Subtenant, or to any of Subtenant’s joint venture partner(s), partnership(san Affiliated Entity (hereinafter defined), or other affiliated entity(s(ii) a Successor Entity (hereinafter defined) so long as such Affiliated Entity or Successor Entity, as applicable, shall have net worth at least equal to that of Tenant immediately prior to such merger or consolidation (such corporation being hereinafter called “Assignee”), by mergerif, acquisitionand upon the express condition that, stock purchase or otherwise or Assignee and Tenant shall promptly execute, acknowledge, and deliver to a successor(s)-in-interest Landlord an agreement in form and substance satisfactory to any Landlord whereby Assignee shall agree to be personally bound and upon the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part or all of Subtenant’s business. Sublandlord Tenant to be performed and whereby Assignee shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days expressly agree that the provisions of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord this Article X shall be deemed binding upon it with respect to have granted its consent to the proposed sublease, assignment or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of rent all future assignments and other consideration payable in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease continue to be satisfiedtransfers.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant SECTION 22.01 Neither this Lease nor any part hereof nor the interest of Tenant in any sublease or the rentals thereunder, shall by operation of law or otherwise be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant, Tenant's legal representatives or successors in interest and neither the Premises, nor any part thereof, nor any Tenant's Property shall be encumbered in any manner by reason of any act or omission on the part of Tenant or anyone claiming under or through Tenant, or shall be sublet or be used, occupied or utilized for desk space or for mailing privileges by anyone other than Tenant, without the prior consent of Landlord, except as expressly otherwise provided in this Article. For purposes of this Article 22, (i) the issuance of interests in Tenant, Guarantor or any subtenant (whether stock, partnership interest or otherwise) to any person or group of related persons, whether in a single transaction or a series of related or unrelated transactions, in such quantities that after such instance such person or group shall have control of Tenant, Guarantor or such subtenant, shall be deemed an assignment of this Lease or such sublease, as the case may be, (ii) a transfer of more than 50% in interest of Tenant, Guarantor or any subtenant (whether stock, partnership interest or otherwise) by any party or parties in interest whether in a single transaction or a series of related or unrelated transactions shall be deemed an assignment of this Lease, or such sublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate Tenant, Guarantor or subtenant, by persons or parties (other than persons or parties owning 5% or more of the voting stock of such corporation) through the "over-the-counter" market or any recognized national securities exchange, shall not voluntarily be included in the calculation of such 50%, (iii) a take-over agreement shall be deemed an assignment of this Lease, (iv) any person or legal representative or Tenant, to whom Tenant's interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article 22, and (v) a modification, amendment or extension of a sublease shall be deemed a sublease.*/ Any assignment, sublease, mortgage, pledge, encumbrance or transfer by Tenant in contravention of this Article 22 shall be void. For the purposes of clause (ii) of the preceding sentence, stock ownership shall be determined in accordance with the principles set in Section 544 of the Internal Revenue Code of 1954, as the same existed on August 16, 1954. If Tenant shall assign this Lease or encumber sublet the Premises or a portion thereof in accordance with this Article 22, any such assignee or subtenant may use the Premises for executive and administrative offices in connection with such assignee's or sublessee's business, provided such use does not conflict with any Legal Requirement, Insurance Requirement or any of the other terms of this Lease. SECTION 22.02 If this Lease be assigned, whether or not in violation of the terms to this Lease, Landlord may collect rent from the assignee. If the Premises or any part thereof be sublet or be used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, after default by Tenant and expiration of Tenant's time to cure such default, if any, collect rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected to the rent herein reserved. The consent by Landlord to an assignment, transfer, encumbering or subletting pursuant to any provision of this Lease shall not in any way be considered to relieve Tenant from obtaining the express prior consent of Landlord to any other or further assignment, transfer, encumbering or subletting. References in this Lease to use or occupancy by anyone other than Tenant shall not be construed as limited to subtenants and those claiming under or through subtenants but *Notwithstanding the fact that a modification or amendment of a sublease is deemed to be a sublease, the provisions of Sections 22.06A(c) and 22.06B shall ------------------ ------ not be applicable to any minor modification or amendment, and Landlord shall not unreasonably withhold or delay its consent to any such minor modification or amendment. as including also licensees and others claiming under Tenant, immediately or remotely. The listing of any name other than that of Tenant on any door of the Premises or on any directory or in any elevator in the Building, or otherwise, shall not operate to vest in the person so named any right or interest in this Sublease Lease or in the Sublet Premises, or sublease all be deemed to constitute, or serve as a substitute for, any consent of Landlord required under this Article, and it is understood that any such listing shall constitute a privilege extended by Landlord, revocable at Landlord's will by notice to Tenant. Tenant agrees to pay to Landlord reasonable attorneys' fees and disbursements incurred by Landlord in connection with any proposed assignment of this Lease or any proposed subletting of the Premises or any part thereof. Neither any assignment of this Lease nor any subletting, occupancy or use of the Sublet Premises, or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all Premises or any part thereof by any person other than Tenant, nor any collection of the Sublet Premisesrent by Landlord from any person other than Tenant, without first obtaining Sublandlord’s consentnor any application of any such rent as provided in this Article shall, which consent Sublandlord shall not unreasonably withhold, delay or condition. No consent to under any assignment or sublease shall constitute circumstances be deemed a further waiver of any of the provisions of Section 22.01 or, except as set forth in Section 22.04, relieve, impair, release or discharge Tenant of its obligations fully to perform the terms of this ParagraphLease on Tenant's part to be performed and Tenant shall remain fully and primarily liable therefor; provided, however, that in the event that any amendment or modification of this Lease is entered into without the consent of the Tenant named herein subsequent to an assignment of this Lease by the Tenant named herein (other than to a "related corporation" or "successor corporation", as such terms are defined in Sections 22.03 and 22.04, respectively), which amendment or modification increases the obligations of Tenant under this Lease, the liability hereunder of the Tenant shall continue but only to the same extent as if such amendment or modification had not been made. SECTION 22.03 Tenant may permit any corporations or other business entities which control, are controlled by, or are under common control with Tenant (herein referred to as "related corporation") to sublet all or part of the Premises for any of the purposes permitted to Tenant (subject however to compliance with Tenant's obligations under this Lease), provided that (a) Tenant shall not be in default in the performance of any of its obligations under this Lease, (b) prior to such subletting Tenant furnishes Landlord with the name of any such related corporation, together with a certification of Tenant, and such other proof as Landlord may reasonably request, that such sublessee is a related corporation of Tenant, (c) in the reasonable judgment of Landlord the proposed subtenant is of a character such as is in keeping with the standards of Landlord for the Building and (d) there shall be no rent payable to Tenant by any such related corporation and Tenant shall certify to this effect prior to such subletting. Notwithstanding In connection with the foregoinginformation to be provided to Landlord pursuant to this Section, Subtenant Landlord shall have the right right, at any reasonable time and from time to assign this Sublease and/or sublet any part or all of the Sublet Premises, without the Sublandlord’s consenttime, to examine such books and records of Tenant as may be necessary to establish that such subtenant remains a related corporation of Tenant and that no rent is being paid to Tenant by such related corporation. Such subletting shall not be deemed to vest in any such related corporation which is controlled directly any right or indirectly by Subtenantinterest in this Lease or the Premises nor shall it relieve, release, impair or any entity (including The First American Corporation) which controls, directly or indirectly, Subtenant, or to discharge any of Subtenant’s joint venture partner(s)Tenant's obligations hereunder. For the purposes hereof, partnership(s), or other affiliated entity(s), by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord "control" shall be deemed to have granted its consent to mean ownership of not less than 50% of all of the proposed sublease, assignment voting stock of such corporation or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent not less than 30% of rent all of the legal and equitable interest in any other consideration payable in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease continue to be satisfiedbusiness entities.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant Tenant covenants and ----------- -------------------------------------- agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than as stated herein, or be Sublet or offered or advertised for subletting, without the prior written consent of Landlord in every case which consent shall not voluntarily assign be unreasonably withheld or encumber its interest in this Sublease or in delayed. If Tenant shall sublet the Sublet Premises, or sublease all or any part having first obtained Landlord's consent, at a rental in excess of the Sublet Premises, or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part of the Sublet Premises, without first obtaining Sublandlord’s consent, which consent Sublandlord shall not unreasonably withhold, delay or condition. No consent to any assignment or sublease shall constitute a further waiver of Rent due and payable by Tenant under the provisions of this ParagraphLease, such excess Rent shall be split equally between the Tenant and the Landlord after deduction of the Tenant's expenses, it being agreed, however, that Landlord shall not be responsible for any deficiency if Tenant shall sublet the Premises at a rental less than that provided for herein. Notwithstanding Further, it is agreed that in lieu of withholding or granting its consent Landlord may, within twenty (20) days of receipt of a request for consent from Tenant, cancel this Lease as to the foregoingentire Premises or as to so much of the Premises as Tenant has proposed for assignment or subletting. If Landlord shall elect to cancel this Lease as to all or a portion of the Premises, Subtenant it shall have give Tenant written notice of its election, which notice shall set forth a "termination date" which shall be not less than forty-five (45) or more than ninety (90) days from the right receipt by Landlord of Tenant's request to assign or sublet, and on that "termination date" Tenant shall surrender the Premises for which this Sublease and/or sublet any part or all Lease has been canceled in accordance with the provisions of this Lease relating to the surrender of the Sublet PremisesPremises as the expiration of the term of this Lease. If the cancellation shall be as to a portion of the Premises only, without then the Sublandlord’s consentRent and the Additional Rent shall be adjusted proportionately to reflect said cancellation. It is hereby expressly understood and agreed, however, if Tenant is a corporation, that the subletting, assignment, or transfer of this Lease, and the term and estate granted, to any corporation into which Tenant is controlled directly merged or indirectly by Subtenant, or any entity (including The First American Corporation) with which controls, directly or indirectly, SubtenantTenant is consolidated, or to any affiliate or acquirer of Subtenant’s joint venture partner(sthe stock or assets of Tenant, which corporation shall have a net worth at least equal to that of Tenant immediately prior to such merger or consolidation (such corporation being hereinafter called "Assignee"), partnership(s)without the prior written consent of Landlord shall not be deemed to be prohibited hereby, if, and upon the express condition that, Assignee and Tenant shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby Assignee shall agree to be bound by and upon the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed and whereby Assignee shall expressly agree that the provisions of this Section XXI shall, notwithstanding such assignment transfer, continue to be binding upon it with respect to all future assignments and transfers. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with an of its obligations as tenant under this Lease. The listing of any name other than that of Tenant, whether on the doors of the Premises or on the Building directory, or other affiliated entity(s)otherwise, shall not operate to vest any right or interest in this lease or in the Premises or be deemed to be the written consent of Landlord mentioned in this Section XXI, it being expressly understood that such listing is a privilege extended by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s Landlord revocable at will by written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consentTenant. If within this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect Rent from the Assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved, but no such ten (10) business day periodassignment, Sublandlord fails to respond to Subtenant’s request subletting, occupancy or to notify Subtenant collection shall he deemed a waiver of this covenant, or the acceptance of the specificAssignee, reasonable grounds upon which it is withholding its consentsubtenant or occupant as a tenant, Sublandlord shall be deemed or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to have granted its consent to the proposed sublease, assignment or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of rent and other consideration payable in connection with any an assignment or subletting provided Subtenant’s monetary obligations shall not in any way be construed to Sublandlord under this Sublease continue relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. No assignment, subletting or use of the Premises by an affiliate of Tenant shall affect the purpose for which the Premises may be satisfiedused stated in Section II.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant shall not voluntarily assign (a) Tenant covenants and agrees that neither this Lease nor the terms and estate hereby granted, nor any interest herein or encumber its interest in this Sublease therein, will be assigned, mortgaged, pledged, encumbered or in otherwise transferred, and that neither the Sublet Premises, or sublease all or any part thereof, will be encumbered in any manner by reason of any act or omission on the Sublet Premisespart of Tenant, or allow used or occupied, or permitted to be used or occupied by anyone other than Tenant, or for any purpose other person than as stated in the Fundamental Lease Provisions hereof, or entity (except Subtenant’s authorized representatives) to occupy be sublet, or use all offered or any part of the Sublet Premisesadvertised for subletting, without first obtaining Sublandlord’s consentthe prior written consent of Landlord in every case, which consent Sublandlord shall not be unreasonably withholdwithheld. Tenant shall be responsible for all costs incurred by Landlord in considering and documenting any requested assignment or sublease, delay or conditionas well as Landlord's legal fees not to exceed $1,000. No consent Consent by Landlord to any assignment assignment, mortgaging or sublease subletting shall not constitute a further waiver of the provisions necessity for such consent for any subsequent assignment, mortgaging or subletting. This prohibition includes any assignment, encumbrancing or subletting which would otherwise occur by operation of this Paragraphlaw, merger, consolida-tion, reorganization, transfer or other change of Tenant's corporate or proprietary structure, stock or equity. Notwithstanding However, notwithstanding anything to the foregoingcontrary contained herein, Subtenant Tenant may encumber, assign, sell or otherwise convey up to 50 percent of Tenant’s stock or equity without being required to obtain written consent from Landlord. (b) No assignment, subletting or licensing shall have affect or reduce the right to assign this Sublease and/or sublet any part or all liability of Tenant for the performance of the Sublet Premises, without terms and provisions hereof. (c) Tenant agrees that if a sublease is secured on the Sublandlord’s consent, to any corporation which Premises and the rental rate under such sublease is controlled directly or indirectly by Subtenantgreater than the rental rate hereunder, or any entity (including The First American Corporation) which controls, directly or indirectly, Subtenant, or to any of Subtenant’s joint venture partner(s), partnership(s), or other affiliated entity(s), by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord if this Lease shall be deemed to have granted its consent to the proposed subleaseassigned, assignment or encumbrance. Subtenant and Tenant shall be entitled to retain receive consideration in exchange for such assignment, Landlord shall receive fifty percent (50%) percent of rent this increased rental or consideration. If a sublease or assignment is executed, then any options to extend this Lease shall be voided, unless Landlord, in its sole discretion, shall agree to the contrary. (d) In addition to Landlord=s right to approve or disapprove a proposed sublease or assignment, as hereinbefore set forth, Landlord shall have the right, to be exercised by giving notice to Tenant within thirty (30) days after receipt of Tenant=s notice as aforesaid, to recapture the Premises, or portion thereof, described in the proposed sublease or assignment. If notice of recapture is given, it shall serve to cancel and other consideration payable terminate this Lease with respect to the proposed sublease space, or, in connection with the case of a proposed assignment, it shall serve to cancel and terminate the entire Term of this Lease, in either case as of the proposed effective date of any assignment or subletting provided Subtenant’s monetary obligations sublet and as fully and completely as if that date had been definitely fixed as the expiration of the Term of this Lease; provided, however, that no termination of this Lease with respect to Sublandlord under all or part of the Premises shall become effective without the prior written consent, where necessary, of the holder of each mortgage to which this Sublease Lease is then subject. If this Lease be cancelled pursuant to the terms hereof with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of the gross rentable square footage retained by Tenant to the gross rentable square footage originally demised and the lease so amended shall continue thereafter in full force and effect. The failure of Landlord to exercise its right of recapture shall not be construed in any manner to be satisfiedan approval of Tenant=s request to assign or sublet, such approval to be effective only if given in writing by Landlord to Tenant.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant shall A. Tenant may not voluntarily assign assign, transfer, sublet, mortgage, pledge or otherwise encumber its interest in this Sublease Lease or in the Sublet Premises, or sublease all Premises or any part thereof without prior written consent of owner which consent should be unreasonably withheld. Any assignment of this Lease shall be upon the express condition that the assignee and Tenant shall promptly execute acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee agrees to be personally bound by the terms, covenants and conditions of this Lease and shall contain the agreement of the Sublet Premisessubtenant thereunder that, upon default of this Lease and upon Landlord’s written request, it will pay all rents under the sublease directly to Landlord. Tenant cannot assign nor sublet for rent higher than rent stated in Lease. B. Tenant agrees to pay the reasonable costs and attorneys fees of Landlord not to exceed Five Hundred Dollars ($500.00) in connection with Tenants request for Landlord’s approval of any assignment, sublease other transfer. C. If this Lease is assigned or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all if the Premises or any part of thereof is sublet or occupied by anyone other than Tenant, Landlord, after default by Tenant hereunder, may collect the Sublet Premisesrents from such assignee, without first obtaining Sublandlord’s consentsubtenant or occupant, which consent Sublandlord shall not unreasonably withholdas the case may be, delay or conditionand apply the net amount collected to the rental herein reserved. No consent to any assignment such assignment, occupancy or sublease collection shall constitute be deemed a further waiver of the provisions requirement set forth in this Section or be deemed the acceptance by Landlord of such assignee or occupant as Tenant or be deemed a release of Tenant from the future performance by Tenant of its obligations contained in this ParagraphLease. Notwithstanding the foregoing, Subtenant shall have the right The consent by Landlord to assign this Sublease and/or sublet any part or all an assignment of the Sublet Premises, without lease shall not in any way be construed to relieve Tenant from obtaining the Sublandlord’s consent, express consent in writing of Landlord to any corporation which is controlled directly further assignment. No assignment, subletting or indirectly by Subtenant, or any entity (including The First American Corporation) which controls, directly or indirectly, Subtenant, or to any of Subtenant’s joint venture partner(s), partnership(s), or other affiliated entity(s), by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant use of the specific, reasonable grounds upon Premises shall affect the purpose for which it is withholding its consent, Sublandlord shall the Premises may be deemed to have granted its consent to the proposed sublease, assignment or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of rent and other consideration payable in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease continue to be satisfiedused.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant shall not voluntarily assign Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or encumber its interest therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than as stated in Exhibit 1, or be sublet, or offered or advertised for subletting. Notwithstanding anything to the contrary in this Sublease Article 16 contained, provided that Tenant shall first have given Landlord written notice of the proposed term for which it desires to sublet the premises (or any portion thereof) and provided further that Tenant shall first have offered in writing either to suspend the Lease PRO XXXXX for the period and with respect to the space involved in the Sublet Premisesproposed subletting, or sublease if such proposed subletting will be for the entire term of the Lease, to terminate the Lease with respect to the space involved in the proposed subletting and Landlord shall not, within thirty (30) days of receipt of such offer, have accepted the same, Landlord agrees not to unreasonably withhold its consent to a subletting of all or any part of the Sublet Premisespremises by Tenant to a person, firm, or allow any corporation which, in Landlord's reasonable opinion, is (i) financially responsible and of good reputation, and (ii) is engaged in a business, the functional aspects of which, with respect to the premises, are substantially similar to the use of other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part of premises made by other office space tenants in the Sublet Premises, without first obtaining Sublandlord’s consent, which consent Sublandlord shall not unreasonably withhold, delay or conditionProject. No consent to such subletting shall in any assignment or sublease shall constitute a further waiver of way decrease Tenant's primary liability as party-tenant under the provisions of this ParagraphLease. Notwithstanding the foregoing, Subtenant shall have it is hereby expressly understood and agreed, however, that the right assignment or transfer of this Lease by operation of law or otherwise, and the term and estate hereby granted to assign this Sublease and/or sublet any part entity into which Tenant is merged, or with which Tenant is consolidated, or to which all of the Sublet Premisesassets are transferred, which entity shall have a net worth at least equal to that of Tenant immediately prior to such merger, consolidation, or transfer (such entity being hereinafter called "Assignee"), shall not be deemed to be prohibited hereby if, and upon the express condition that Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. Subject to Article 26-32 hereof, if Tenant is an individual who uses and/or occupies the premises with partners, or if Tenant is a partnership, then: (i) Each present and future partner shall be personally bound by and upon all of the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed; and (ii) In confirmation of the foregoing, Landlord may (but without being required to do so) request (and Tenant shall duly comply) that Tenant, at the time that Tenant admits any new partner to its partnership, shall require each such new partner to execute an agreement in form and substance satisfactory to Landlord whereby such new partner shall agree to be personally bound by and upon all of the covenants, agreements, terms, provisions and conditions of this Lease on the part of Tenant to be performed, without regard to the Sublandlord’s consenttime when such new partner is admitted to partnership or when any obligations under any such covenants, to etc., accrue. The listing of any corporation which is controlled directly name other than that of Tenant, whether on the doors of the premises or indirectly by Subtenanton the Building directory, or otherwise, shall not operate to vest in any entity (including The First American Corporation) such other person, firm or corporation any right or interest in this Lease or in the premises or be deemed to effect or evidence any consent of Landlord. Landlord shall provide a Building Directory on which controlsthere shall be listed Tenant, directly other entities affiliated with Tenant, subtenants, assignees and/or their officers or indirectly, Subtenantkey employees. If this Lease be assigned, or to any of Subtenant’s joint venture partner(s), partnership(s), if the premises or other affiliated entity(s), by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part thereof be sublet or all occupied by anybody other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, (provided that Landlord shall have no right to collect any amounts from subtenants unless Tenant is in default of Subtenant’s business. Sublandlord shall respond its obligations under the Lease beyond applicable grace periods) and apply the net amount collected to any Subtenant request to assignthe rent and other charges herein reserved, sublease then due and hereafter becoming due, but no such assignment, subletting, occupancy or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Any consent by Landlord to have granted its consent to the proposed sublease, assignment or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of rent and other consideration payable in connection with any a particular assignment or subletting provided Subtenant’s monetary obligations to Sublandlord shall not in any way diminish the prohibition stated in the first sentence of this Article 16 or the continuing liability of the Tenant named on Exhibit 1 as the party Tenant under this Sublease continue to Lease. No assignment or subletting or use of the premises by an affiliate of Tenant shall affect the purpose for which the premises may be satisfiedused as stated in Exhibit 1.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant shall A. Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than as stated in Exhibit 1, or be sublet, without obtaining Landlord's prior written consent. Subject to Paragraph B of this Article 16, Landlord agrees that it will not voluntarily assign unreasonably withhold condition, or encumber delay its consent to any sublease of the premises, or any portion thereof, or an assignment of Tenant's interest in this Sublease or Lease, to a Qualified Transferee, as defined in Paragraph B of Article 16. If Tenant is in default of its obligations, after the Sublet Premisesgiving of any applicable notice and the expiration of any applicable grace periods, or sublease all or any part of under the Sublet PremisesLease at the time that it makes the aforesaid offer to Landlord, or allow any other person or entity (except Subtenant’s authorized representatives) such default shall be deemed to occupy or use all or any part of the Sublet Premises, without first obtaining Sublandlord’s consent, which consent Sublandlord shall not unreasonably withhold, delay or condition. No be a "reasonable" reason for Landlord withholding its consent to any assignment proposed subletting or sublease shall constitute a further waiver of the provisions of this Paragraphassignment. Notwithstanding the foregoing, Subtenant shall have it is hereby expressly understood and agreed however, if Tenant is a corporation, that the right to assign assignment or transfer of this Sublease and/or sublet any part or all of Lease, and the Sublet Premises, without the Sublandlord’s consent, term and estate hereby granted to any entity or corporation with or into which Tenant is controlled directly merged or indirectly by Subtenant, with which Tenant is consolidated which entity or any entity corporation immediately after such merger or consolidation would have a net worth at least equal to that of Tenant immediately prior to such merger or consolidation (including The First American Corporation) which controls, directly or indirectly, Subtenant, or to any of Subtenant’s joint venture partner(ssuch corporation being hereinafter called "Permitted Successor), partnership(s), or other affiliated entity(s), by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord shall not be deemed to have granted its consent be prohibited hereby if, and upon the express condition that Permitted Successor and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby Permitted Successor shall agree to be independently bound by and upon all the proposed subleasecovenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Successor shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of rent and other consideration payable in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease transfer, continue to be satisfiedbinding, upon it with respect to all future assignments and transfers. B. Notwithstanding anything to the contrary in the Lease contained: 1. Tenant shall, prior to offering or advertising for the purpose of entering into a Recapture Transaction, as hereinafter defined, give Landlord a Recapture Offer, as hereinafter defined. A "Recapture Transaction" shall be defined as any of the following: (i) a sublease of a portion of the premises for the entirety of the balance of the then current term of the Lease, or (ii) an assignment of Tenant's interest in this Lease.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant 7.1 Other than as set forth in Section 7.2, Tenant will not, without prior written consent of Landlord first obtained in each case, which consent may be arbitrarily withheld, sell, assign, mortgage, deed in trust or transfer this Lease or sublet all or part of the Demised Premises. Tenant may, however, without securing Landlord's consent, transfer this Lease or sublet the Demised Premises in whole or in any part to any successor by consolidation, merger, purchase of assets or other corporate action, provided that such successor shall have a net worth as determined in accordance with generally accepted accounting principles at least equal to the net worth similarly determined for Tenant immediately prior to such consolidation, merger or the other corporate action. Each such assignee or transferee shall assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of the Annual Base Rental and Additional Rent and for the total performance of all of the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the Term of this Lease. No assignment, subletting or other transfer of this Lease shall in any way relieve Tenant from its obligations under this Lease. No assignment shall be binding on Landlord unless such assignee shall deliver to Landlord a counterpart of such assignment and an instrument in recordable form which contains a covenant of such assumption of obligation by the assignee; but the failure or refusal of the assignee to execute such instrument of assumption shall not voluntarily assign release or encumber discharge the assignee from its interest liability as set forth above. The consent of Landlord to an assignment shall not include the right of further assignment. 7.2 Other than for subletting permitted pursuant to Section 7. 1, in the event that at any time or from time to time during the Term of this Sublease Lease, Tenant desires to sublet all or part of the Demised Premises, Tenant shall notify the Landlord in writing (hereinafter referred to as "Sublet Notice") of the terms of the proposed subletting and the area so proposed to be sublet and shall give the Landlord the option to (i) sublet from Tenant such space (hereinafter referred to as "Sublet Space") at a rental not to exceed the Annual Base Rent and Additional Rent which Tenant is required to pay to Landlord under this Lease for the same space or (ii) in the event such proposed subletting is for the balance of the Term hereof, terminate this Lease as to that area of the Demised Premises so proposed for subletting, Tenant expressly agreeing to execute an amendment to this Lease so reducing the Demised Premises. Nothing herein shall be deemed to create a termination of this Lease in its entirety unless the proposed sublet space for which Landlord exercises this option to terminate comprises the entire Demised Premises. Landlord's exercise of either such option shall be in writing within a period thirty (30) days after receipt of the Sublet Notice. In the event Landlord exercises the option to sublet from Tenant, the term of the subletting from the Tenant to the Landlord for the Sublet Space leased by Landlord shall be the term set forth in the Sublet PremisesNotice, or sublease all or any part the sublet rentals shall be the lower of that stated in the Sublet PremisesNotice or as set forth in the preceding paragraph and such subletting shall be on such other terms and conditions as are contained in this Lease, or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part the extent applicable; provided, however, that Landlord shall be permitted the free right of the assignment and sublease for said Sublet Premises, without first obtaining Sublandlord’s consent, which consent Sublandlord shall not unreasonably withhold, delay or condition. No consent to any assignment or sublease shall constitute a further waiver of Space notwithstanding the provisions of this ParagraphArticle VII. Notwithstanding If Landlord fails to exercise either such option, and Tenant fails to complete the foregoingsublease set forth in the Sublet Notice within sixty (60) days after receipt of such Sublet Notice by Landlord, Subtenant Tenant shall have again comply with all the right conditions of this Article VII as if the notice and option hereinabove referred to assign had not been given and received, If Landlord fails to exercise such option and Tenant completes a sublease with the party set forth in the Sublet Notice within such sixty (60) day period, the sublease shall be subject to and made upon the following terms: (a) Any such sublease shall be subject to the terms of this Sublease and/or sublet any part or all Lease and no term thereof may extend beyond the expiration of this Lease; (b) The use to be made of the Sublet Premises, without Space shall be a legal use and in keeping with the Sublandlord’s consent, to any corporation which is controlled directly or indirectly by Subtenant, or any entity (including The First American Corporation) which controls, directly or indirectly, Subtenant, or to any of Subtenant’s joint venture partner(s), partnership(s), or other affiliated entity(s), by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant character and tenant mix of the specificBuilding; (c) The subletting shall not violate any negative covenant as to use contained in any mortgage, reasonable grounds upon which it is withholding its consent, Sublandlord deed of trust or similar instrument of security affecting the Building; (d) No sublease shall be deemed to have granted its consent valid and no subtenant shall take possession of the premises subleased until an executed counterpart of such sublease has been delivered to the proposed sublease, assignment Landlord and approved thereby as being in accordance with the terms hereof; and (e) No sublessee shall have a right to further sublet or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of rent and other consideration payable in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease continue to be satisfiedassign.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant Section 22.01. Neither this Lease nor any part hereof, nor the interest of Tenant In any sublease or the rentals thereunder, shall, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered, or otherwise transferred by Tenant, Tenant's legal representatives or successors in interest, and neither the Premises nor any part thereof nor any Tenant's Property shall be encumbered in any manner by reason of any act or omission on the part of Tenant, or anyone claiming under or through Tenant, or shall be sublet or be used, occupied, or utilized for desk space (except by such individual of a "related corporation" as defined in Section 22.03) or for mailing privileges by anyone other than Tenant, without the prior consent or Landlord, except as expressly otherwise provided in this Article. A transfer of more than fifty percent (50%) in interest of Tenant (whether stock, partnership interest, or otherwise) by any party(s) in interest shall be deemed an assignment of this Lease, provided, however, that Landlord's consent shall not voluntarily assign be required and Section 22.06(a) (iv) shall not be applicable to a bona fide transaction which is not for the principal purpose of transferring this Lease. Section 22.02. If this Lease be assigned, whether or encumber its interest not in violation of the terms of this Sublease or in Lease, Landlord may collect rent from the Sublet Premises, or sublease all assignee. If the Premises or any part thereof be sublet or be used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, after default by Tenant and expiration of Tenant's time to cure such default, if any, collect rent from the Sublet Premisessubtenant or occupant. In either event, Landlord may apply the net amount collected to the rent herein reserved, but no assignment, subletting, occupancy, or allow collection or application of rent shall be deemed a waiver of any other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part of the Sublet Premises, without first obtaining Sublandlord’s consent, which consent Sublandlord shall not unreasonably withhold, delay or condition. No consent to any assignment or sublease shall constitute a further waiver of the provisions of this Paragraph. Notwithstanding Section 22.01, or the foregoing, Subtenant shall have the right to assign this Sublease and/or sublet any part or all acceptance of the Sublet assignee, subtenant, or occupant as a tenant, or be deemed to relieve, impair, release, or discharge Tenant of its obligations fully to perform the terms of this Lease on Tenant's part to be performed. The consent by Landlord to an assignment, transfer, encumbering, or subletting pursuant to any provision of this Lease shall not in any way be deemed consent to any other or further assignment, transfer, encumbering or subletting. References in this Lease to use or occupancy by anyone other than Tenant shall include, without limitation, subtenants, licensees and others claiming under Tenant or under any subtenant, immediately or remotely. The listing of any name other than that of Tenant on any door of the Premises or on any directory or on any elevator in the Building, or otherwise, shall not operate to vest in the person so named any right or interest in this Lease or the Premises, or be deemed to constitute, or serve as a substitute for, any consent of Landlord required under this Article, and it is understood that any such listing shall constitute a privilege extended by Landlord, revocable at Landlord's will by notice to Tenant. Tenant agrees to pay to Landlord reasonable attorneys' fees and disbursements incurred by Landlord in connection with any proposed assignment or sublease, including the costs of making investigations as to the acceptability of a proposed subtenant or assignee. Section 22.03. Provided Tenant is not in monetary or other material default in any of its obligations under this Lease, beyond any applicable notice and grace period Tenant may, without the Sublandlord’s Landlord's prior consent, after notice to Landlord, sublet all or part of the Premises to any corporation which is controlled directly or indirectly by Subtenant, or any other business entity (including The First American Corporation) which controls, directly or indirectly, Subtenantis controlled by, or is under common control with Tenant (herein referred to as a "related corporation") for any of Subtenant’s joint venture partner(s)the purposes permitted to Tenant, partnership(s), but only for such period as such related corporation or other affiliated entity(s)business entity continues to control, continues to be controlled by mergeror remains under common control with Tenant, acquisitionsubject, stock purchase or otherwise or however, to a successor(s)-in-interest to any part or all of Subtenant’s businesscompliance with Tenant's obligations under this Lease. Sublandlord shall respond to any Subtenant request to assignFor the purposes hereof, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord "control" shall be deemed to have granted its consent to the proposed sublease, assignment or encumbrance. Subtenant shall be entitled to retain mean ownership of not less than fifty percent (50%) of all of the voting stock of such corporation or not less than fifty percent (50%) of rent all of the legal and equitable interest in any other consideration payable in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease continue to be satisfiedbusiness entity.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Use, or be sublet, or offered or advertised for subletting without Landlord’s prior written consent and subject to Section (b)(3) below of this Section 16. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if Tenant is a business entity, that the assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity shall have a net worth, as determined in accordance with generally accepted accounting principles, of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, (such business entity being hereinafter called “Permitted Assignee”), shall not voluntarily require Landlord’s consent or the giving of a Recapture Offer (defined below), but upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer. (b) Except for an assignment or sublease to a Permitted Assignee or to an Affiliated Entity, as defined below, then, notwithstanding anything to the contrary in this Lease contained: (1) Tenant shall, prior to offering or advertising the Premises, or any portion thereof, for sublease give Landlord a Recapture Offer, as hereinafter defined. (2) For the purposes hereof, a “Recapture Offer” shall be defined as a notice in writing from Tenant to Landlord which: (i) States that Tenant desires to sublet the Premises, or a portion thereof. (ii) Identifies the affected portion of the Premises (“Recapture Premises”). (iii) Identifies the period of time (“Recapture Period”) during which Txxxxx proposes to sublet the Recapture Premises or to assign or encumber its interest in this Sublease or Lease. (iv) Offers to Landlord to terminate this Lease in respect of the Recapture Premises (in the Sublet Premises, or sublease all or any part case of a subletting for the remainder of the Sublet Premises, Term of this Lease) or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part suspend the Term of this Lease pro tanto in respect of the Sublet PremisesRecapture Period (i.e., without first obtaining Sublandlord’s consentthe Term of this Lease in respect of the Recapture Premises shall be terminated during the Recapture Period and Tenant's rental obligations shall be reduced in proportion to the ratio of the Total Rentable Area of the Recapture Premises to the Total Rentable Area of the Premises then demised to Tenant), except that, if the Recapture Period is not for the remainder of the Term, then Landlord or its assignee or subtenant will, unless Tenant agrees otherwise, restore the Recapture Premises to the condition on which consent Sublandlord it was delivered to Landlord and repair any and all damage to the Recapture Premises that may have occurred following such delivery by Tenant. (3) Landlord shall have thirty (30) days to accept a Recapture Offer. If Landlord does not timely give written notice to Tenant accepting a Recapture Offer, then within the same thirty (30) day period Landlord shall not unreasonably withhold, condition, or delay or condition. No its consent to any assignment or a sublease shall constitute a further waiver of the provisions Recapture Premises for the Recapture Period, or an assignment of Tenant's interest in this ParagraphLease, as the case may be, to a Qualified Transferee, as hereinafter defined. Notwithstanding the foregoing, Subtenant shall have the right to assign this Sublease and/or sublet any part or all If Landlord recaptures a portion of the Sublet Premises, without Landlord shall perform, at its expense, such work as shall be necessary to comply with applicable Laws and lawfully demise the Sublandlordrecaptured portion of the Premises. (4) For the purposes hereof, a “Qualified Transferee” shall be defined as a person, firm or corporation which, in Landlord's reasonable opinion: (i) is financially responsible and of good reputation; (ii) shall use the Premises for no other purpose than the Permitted Use; and (iii) is not a Restricted Occupant, as hereinafter defined. (5) For the purposes hereof, a “Restricted Occupant” shall be defined as any existing tenant or subtenant of premises in the Building (“Occupant”) unless such Occupant satisfies all three of the following criteria: (i) Such Occupant desires to occupy the applicable portion of the Premises for expansion purposes only; and (ii) Such Occupant’s consentoccupancy of the applicable portion of the Premises will not, to any corporation which is controlled directly or indirectly by Subtenant, or any entity (including The First American Corporation) which controls, either directly or indirectly, Subtenantcause a vacancy in the premises which such Occupant then occupies in the Building; and (iii) Such Occupant’s need, as to the size of premises and length of term, cannot then (i.e., at the time that Tenant requests Lxxxxxxx's consent to such Occupant) be satisfied by Landlord in the Building. (6) Notwithstanding anything to the contrary in this Article 16(b) contained: (i) If Tenant is in default of its obligations under this Lease continuing beyond the expiration of the applicable notice, grace or cure period at the time that it makes the aforesaid offer to Landlord, such default shall be deemed to be a “reasonable” reason for Landlord withholding its consent to any proposed subletting or assignment; and (ii) If Tenant does not enter into a sublease with a subtenant (or an assignment to an assignee, as the case may be) approved by Lxxxxxxx, as aforesaid, on or before the date which is twelve (12) months after the earlier of: (x) the expiration of said thirty (30) day period, or (y) the date that Landlord notifies Tenant that Landlord will not accept Txxxxx’s offer to terminate or suspend this Lease, then before entering into any of Subtenant’s joint venture partner(sassignment or sublease, Tenant shall again offer to Landlord, in accordance with this Article 16(b), partnership(seither to terminate or to suspend this Lease in respect of the portion of the Premises proposed to be sublet (or in respect of the entirety of the Premises in the event of a proposed assignment, as the case may be). If Tenant shall make any subsequent offers to terminate or suspend this Lease pursuant to this Article 16(b), any such subsequent offers shall be treated in all respects as if it is Txxxxx's first offer to suspend or other affiliated entity(sterminate this Lease pursuant to this Article 16(b), by merger, acquisition, stock purchase provided that the period of time Landlord shall have in which to accept or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord reject such subsequent offer shall respond to any Subtenant request to assign, sublease or encumber within be ten (10) business days days. (7) No subletting or assignment shall relieve Tenant of written notice of Subtenant’s desire its primary obligation as party-Tenant hereunder, nor shall it reduce or increase Landlord's obligations under this Lease. (c) Notwithstanding anything to enter into such assignment sublease or encumbrance. If Sublandlord elects the contrary herein contained, Tenant shall have the right, without obtaining Landlord's consent and without giving Landlord a Recapture Offer, to withhold assign its consent, Sublandlord shall specify interest in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request this Lease or to notify Subtenant of sublease the specificPremises, reasonable grounds upon which it is withholding its consentor any portion thereof, Sublandlord to an Affiliated Entity, as hereinafter defined, so long as such entity remains in such relationship to Tenant, and provided that prior to or simultaneously with such assignment, such Affiliated Entity executes and delivers to Landlord an Assumption Agreement, as hereinabove defined. For the purposes hereof, an “Affiliated Entity” shall be deemed to have granted its consent to defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the proposed subleasepurposes hereof, assignment control shall mean the direct or encumbrance. Subtenant shall be entitled to retain indirect ownership of more than fifty (50%) percent of the beneficial interest of the entity in question. (d) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, at any time following a default which is not cured within applicable notice and cure periods, and from time to time, collect rent and other consideration payable in connection with any charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved then due and thereafter becoming due, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Any consent by Landlord to a particular assignment or subletting provided Subtenant’s monetary obligations to Sublandlord shall not in any way diminish the prohibition stated in the first sentence of this Article 16 or the continuing liability of Tenant named on Exhibit 1 as the party Tenant under this Sublease continue Lease. No assignment or subletting shall affect the purpose for which the Premises may be used as stated in Exhibit 1. (e) In the event of an assignment of this Lease or a sublease of the Premises or any portion thereof to anyone other than a Permitted Assignee or Affiliated Entity, Tenant shall pay to Landlord fifty percent (50%) of any Net Transfer Profit (as defined below), payable in accordance with the following. In the case of an assignment of this Lease, “Net Transfer Profit”: (1) shall be defined as the amount (if any) by which any consideration paid by the assignee, if any, specifically for or as an inducement to Tenant to make said assignment exceeds the reasonable attorneys' fees, architectural and engineering fees, construction costs and brokerage fees and other inducements or concessions incurred by Tenant in order to effect such transfer (collectively, “Transfer Expenses”), and (2) shall be payable within five (5) business days following receipt of the payment to be satisfiedmade by the assignee to Tenant. In the case of a sublease, “Net Transfer Profit”: (3) shall be defined as a monthly amount equal to the amount by which the sublease rent actually received and other charges payable by the subtenant to Tenant under the sublease exceed the sum of the rent and other charges payable under this Lease for the Premises or allocable to the sublet portion thereof, plus the Transfer Expenses incurred with respect to such sublease, and (4) shall be payable on a monthly basis within five (5) business days following receipt of the subtenant’s payment of rent to Tenant under the sublease and after Tenant recovers such Transfer Expenses. Net Transfer Profit shall not include any amounts paid to Tenant for purchase or rental of furniture, fixtures or improvements or for leasehold improvements; provided, however, that Tenant shall not include the cost of any such items in Transfer Expenses.

ASSIGNMENT, MORTGAGING AND SUBLETTING. Subtenant Section 10.01. Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither this Lease nor the terms and estate in or rights to Demised Premises hereby granted, nor any part hereof or thereof, will be mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation of law, or otherwise), and that neither the Demised Premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of the Tenant. If the Tenant is a corporation, then any transfer of its shares of stock, or the issuance of new shares of stock which, in either case, represents or amounts to the conveyance of a controlling interest in Tenant, shall constitute a prohibited mortgage, pledge or encumbrance hereunder. Section 10.02. Tenant covenants and agrees that it will not voluntarily assign or encumber this lease nor its interest in the Demised Premises granted thereby without the Landlord's prior written consent, in every case, which consent shall not be unreasonably withheld or delayed, and further covenants that if Tenant is a corporation, any transfer of its shares of stock, or the issuance of new shares of stock which, in either case, represents or amounts to the conveyance of a controlling interest in Tenant, shall constitute a prohibited assignment hereunder. The word "assign" shall for the purposes of this Sublease Article 10 include use or occupancy, or permitting the use or occupancy of the Demised Premises, permitting the use or desk space in the Sublet Demised Premises, permitting the use of the Demised Premises for mailing privileges or sublease granting of a concession involving the use of all or a portion of the Demised Premises, by any person other than Tenant. Section 10.03. Tenant covenants and agrees that it will not sublet the Demised Premises or any part of the Sublet Premises, or allow any other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any part of the Sublet Premisesthereof, without first obtaining Sublandlord’s consentthe prior written consent of Landlord in every case, which consent Sublandlord shall not be unreasonably withholdwithheld or delayed. If Tenant is a corporation, delay any transfer of its shares of stock, or condition. No consent to any assignment or the issuance of new shares of stock, either of which results in the grantee of such stock claiming a sublease shall constitute a further waiver of interest in the provisions of this Paragraph. Notwithstanding the foregoing, Subtenant shall have the right to assign this Sublease and/or sublet any part or all of the Sublet Demised Premises, without the Sublandlord’s consent, to any corporation which is controlled directly prior written consent of Landlord shall constitute a prohibited subletting hereunder. The word "sublet" shall for the purposes of this Article 10 include use or indirectly by Subtenantoccupancy, or any entity (including The First American Corporation) which controlspermitting the use or desk space in the Demised Premises, directly permitting the use of the Demised Premises for mailing privileges or indirectly, Subtenant, granting of a concession involving the use of all or to any a portion of Subtenant’s joint venture partner(s), partnership(s), or other affiliated entity(s)the Demised Premises, by merger, acquisition, stock purchase or otherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or encumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or to notify Subtenant of the specific, reasonable grounds upon which it is withholding its consent, Sublandlord shall be deemed to have granted its consent to the proposed sublease, assignment or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of rent and person other consideration payable in connection with any assignment or subletting provided Subtenant’s monetary obligations to Sublandlord under this Sublease continue to be satisfiedthan Tenant.