Common use of Assignment of Sublease Clause in Contracts

Assignment of Sublease. Except to a wholly owned subsidiary or affiliate of Tenant, Tenant shall not sell, assign, mortgage or transfer this Lease, sublet the Premises or any part thereof or allow any transfer by operation of law. Tenant shall, by written notice, advise Landlord of its desire from, on and after a stated date (which shall not be less than thirty (30) days nor more than sixty (60) days after the date of Tenant's notice) to sublet any part or all of the Premises for any part of the term hereof, and, in such event, Landlord shall have the right, to be exercised by giving written notice to Tenant twenty (20) days after receipt of Tenant's notice) to terminate this Lease as to the portion of the Premises therein described as of the date stated in Tenant's notice. Such notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Premises, and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rental (as determined in paragraph 4) and taxes (as determined in paragraph 9) shall be adjusted on a pro rata basis to the number of square feet retained by Tenant and this Lease as so amended shall continue thereafter in full force and effect. If Landlord, upon receiving said notice by Tenant with respect to any of the Premises, shall not exercise its right to terminate, Landlord will not withhold unreasonably its consent to Tenant's subletting the Premises specific in said notice provided that all Increases in rent under a sublease shall be paid to Landlord.

Assignment of Sublease. Except to a wholly owned subsidiary or affiliate of Tenant, Tenant shall not sell, assign, mortgage or transfer this As Security and collateral for the Master Lease, sublet ----------------------- Sublessor does assign and transfer to Lessor the Premises Sublessor's interest in this Sublease and all rentals and income arising therefrom. Upon payment of the Master Lease, Lessor shall reassign and transfer to the Sublessor all interest in this Sublease and rentals and income arising therefrom. Lessor shall not, by reason of this assignment of the Sublease nor by reason of the collection of the rents from the Sublessee, be deemed liable to Sublessee for any failure of the Sublessor to perform and comply with Sublessor's remaining obligations. Upon default by the Sublessor under the Master Lease, Sublessor hereby irrevocably authorizes and directs Sublessee, upon receipt of any written notice from Lessor stating that a default exists in the performance of Sublessor's obligations under the Master Lease, to pay to Lessor the rents due and to become due under the Sublease. Sublessor agrees the Sublessee shall have the right to rely upon any such statement and request from Lessor, and that Sublessee shall pay such rents to Lessor without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Sublessor to the contrary and Sublessor shall have no right or claim against Sublessee for any such rents so paid by Sublessee. Title of the Property. The leased equipment is, and shall at all times --------------------- remain, the Lessor's property, and the Sublessee shall have no right, title or interest therein, except as may otherwise be herein set forth, and no right to purchase or otherwise acquire title to or ownership of any of the leased equipment. Sublessor is hereby authorized by Sublessee, at Sublessee's expense, to cause this Sublease, or any statement or other instrument in respect to this Subease showing the interest of Sublessor in the subleased equipment, including Uniform Commercial Code Financing Statements, to be filed or recorded and re-filed and re-recorded, and grants Sublessor the right to execute Sublessee's name thereto. Sublessee shall execute and deliver any statement or instrument requested by Sublessor for such purpose, and agrees to pay or reimburse Sublessor for any searches, filings, recordings or fees or taxes arising from the filing or recording of any such instrument or statement. Sublessee shall, at its expense, protect and defend Sublessor's title against all persons claiming through or against Sublessee, at all times keeping the leased equipment free from any legal process or encumbrance whatsoever, including, but not limited to, liens, attachments, judgments, levies, and executions, and shall give Sublessor immediate written notice thereof and shall indemnify Sublessor from any cost caused thereby. The leased equipment is, and shall at all times be and remain, personal equipment, notwithstanding that the leased equipment or any part thereof may now be, or allow any transfer by operation of law. Tenant shall, by written notice, advise Landlord of its desire from, on and after a stated date (which shall not be less than thirty (30) days nor more than sixty (60) days after the date of Tenant's notice) to sublet any part or all of the Premises for any part of the term hereof, andhereafter become, in such event, Landlord shall have the right, to be exercised by giving written notice to Tenant twenty (20) days after receipt of Tenant's notice) to terminate this Lease as any manner affixed or attached to the portion of the Premises therein described as of the date stated in Tenant's notice. Such notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Premises, and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rental (as determined in paragraph 4) and taxes (as determined in paragraph 9) shall be adjusted on a pro rata basis to the number of square feet retained by Tenant and this Lease as so amended shall continue thereafter in full force and effect. If Landlord, upon receiving said notice by Tenant with respect to real estate or any of the Premises, shall not exercise its right to terminate, Landlord will not withhold unreasonably its consent to Tenant's subletting the Premises specific in said notice provided that all Increases in rent under a sublease shall be paid to Landlordimprovements located thereon.

Assignment of Sublease. Except to a wholly owned subsidiary or affiliate of Tenant, Tenant Sublessee shall not sell, assign, mortgage assign this Sublease or transfer this Lease, any interest therein or sublet the Premises premises or any part thereof or allow any transfer right or privilege appurtenant thereto nor permit the occupancy or use of any part thereof by operation any person without the written consent of law. Tenant shallSublessor first had and obtained, by written notice, advise Landlord of its desire from, on and after a stated date (which consent shall not be unreasonably withheld or delayed, provided that no such assignment or subletting shall release Sublessor from its obligations hereunder. Any such assignment, further subletting, occupancy or use without the prior written consent of the Sublessor shall at the option of the Sublessor terminate this Sublease. Notwithstandin g the foregoing, the assignment or subletting of all or any part of the Premises to affiliates or successors of Sublessee shall be permitted without need for further consent from Sublessor or Lessor, provided that: (i) Sublessee obtains Lessor's consent; (ii) Sublessee give Sublessor not less than thirty (30) days nor more prior written notice; (ii) the "affiliate" is not less than sixty 7450% owned by Sublessee, and Sublessee presents | reasonable evidence of such affiliation to Sublessor; (60iv) days after the date "successor" has a net worth not less than that of Tenant's noticethe Sublessee, and has acquired substantially all assets of the Sublessee, and Sublessee provides reasonable evidence of such facts to the Sublessor; (v) to sublet any part or all the proposed use of the Premises for any part by the sublessee or assignee shall be in compliance with all terms of this Sublease; (vi) the term hereofsublessee or assignee shall take subject to all terms of this Sublease, and, and shall execute and deliver a sublease or assignment in such event, Landlord shall have the right, to be exercised by giving written notice to Tenant twenty (20) days after receipt of Tenant's notice) to terminate this Lease as form reasonably acceptable to the portion of the Premises therein described as of the date stated in Tenant's notice. Such notice by Tenant Sublessor; and (vii) no such assignment or subletting shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Premises, and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rental (as determined in paragraph 4) and taxes (as determined in paragraph 9) shall be adjusted on a pro rata basis to the number of square feet retained by Tenant and this Lease as so amended shall continue thereafter in full force and effect. If Landlord, upon receiving said notice by Tenant with respect to any of the Premises, shall not exercise release Sublessor from its right to terminate, Landlord will not withhold unreasonably its consent to Tenant's subletting the Premises specific in said notice provided that all Increases in rent under a sublease shall be paid to Landlordobligations hereunder.

Assignment of Sublease. Except to a wholly owned subsidiary Tenant shall not, either voluntarily or affiliate by ---------------------- operation of law, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of Tenant's leasehold estate hereunder, or permit the Leased Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Leased Premises or any portion thereof without Landlord's prior written consent in any instance, which consent shall not be unreasonably withheld, as set forth herein in Section. In the event Tenant should desire to assign this Lease Agreement or sublet the Leased Promises or any part thereof, Tenant shall not sellgive Landlord written notice of such desire at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or sublease, assignwhich notice shall include the name, mortgage address, evidence of financial capability, and other pertinent information regarding the proposed assignee or transfer this Lease, sublet the Premises or any part thereof or allow any transfer by operation sublessee. Landlord shall then have a period of law. Tenant shall, by written notice, advise Landlord of its desire from, on and after a stated date (which shall not be less than thirty (30) days nor more than sixty (60) days after the date of Tenant's notice) to sublet any part or all of the Premises for any part of the term hereof, and, in such event, Landlord shall have the right, to be exercised by giving written notice to Tenant twenty (20) days after following receipt of Tenant's noticesuch notice within which to notify Tenant in writing that Landlord elects (i) to terminate this Lease Agreement as to the portion of the Premises therein described as of space so affected on the date stated in Tenant's notice. Such notice so specified by Tenant shall state the name and address in which event Tenant will be relieved of all further obligations hereunder as to such space, or (ii) to permit Tenant to assign or sublet such space, subject, however, to subsequent written approval of the proposed subtenantassignee or sublessee by Landlord, and Tenant shall deliver such consent not to Landlord a true and complete copy be unreasonably withheld so long as the use of the Leased Premises by such proposed sublease with said notice. If said notice shall specify all of the Premises, and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rental (as determined in paragraph 4) and taxes (as determined in paragraph 9) shall assignee or sublessee would be adjusted on a pro rata basis to the number of square feet retained by Tenant and this Lease as so amended shall continue thereafter in full force and effect. If Landlord, upon receiving said notice by Tenant with respect to any of the Premises, shall not exercise its right to terminate, Landlord will not withhold unreasonably its consent similar to Tenant's subletting use of such premises, the Premises specific in said notice provided that all Increases in proposed assignee or sublessee is of sound financial condition as determined by Landlord and any rent under a sublease or other consideration to be paid by such proposed assignee or sublessee, which exceeds the rent paid by Tenant for such space shall be paid to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (ii) above, but subsequent written approval by Landlord of the proposed assignee or sublessee shall be required. No assignment or subletting by Tenant shall relieve Tenant of any obligations under this Lease Agreement. If Tenant is a corporation, partnership, trust or other legal fictional entity, the transfer of fifty percent (50%) or more of the beneficial ownership of Tenant shall be deemed an assignment of this Lease Agreement for purposes of this paragraph. Any attempted transfer by Tenant without the consent of Landlord, shall be null and void and, at the option of Landlord, shall cause termination of this Lease Agreement. The giving of consent by Landlord in one instance shall not preclude the need for Tenant, and its successors and assigns, to obtain Landlord's consent to further transfers. In the event Tenant shall assign or sublet the Leased Premises, or request the consent of Landlord to any assignment or subletting, or if Tenant shall request consent of Landlord to any act Tenant proposes to do, as herein provided, then Tenant shall pay Landlord's reasonable attorney's fees incurred in connection therewith, such attorney's fees not to exceed $500.00 for each request. Any assignment or subletting shall not relieve Tenant from responsibility under the Lease, and Tenant shall therefore remain liable for the faithful performance of the Lease in case of breach or default by assignee or sublessee.

Assignment of Sublease. Except Not to a wholly owned subsidiary assign this Lease or affiliate of Tenant, Tenant shall not sell, assign, mortgage or transfer this Lease, sublet the Premises or any part thereof or allow any transfer by operation without the written consent of law. Tenant shallLandlord, by written notice, advise Landlord of its desire from, on and after a stated date (which shall not be less than unreasonably withheld (based on financial, business, use and other reasonable considerations). In no event shall any such Assignment or Sublease ever release Tenant from any obligation hereunder. In the event Tenant should desire to so assign or sublet, Tenant shall give Landlord written notice of same and all details of such proposal, at least thirty (30) days nor more than sixty (60) days after in advance of the date of which Tenant desires to make such Assignment or Sublease; Landlord shall then have a period of fifteen (15) days following receipt of such notice within which to notify Tenant of Landlord's approval or disapproval of such proposal. In the event Landlord does not respond to Tenant's noticenotice within such fifteen (15) day period, Landlord will be deemed to sublet any part have approved same. In the event of such Sublease or Assignment, SubTenant's or Assignee's business shall be in accordance with the use set forth in this Lease, and shall assume all of the Premises for obligations of this Lease. A duplicate original of said Sublease or Assignment (and any part amendments thereto) shall be delivered to Landlord within five (5) days of its execution. In the event of any such Sublease or Assignment, any increase in the base rent paid by SubTenant or Assignee in excess of the term hereof, and, in such event, Landlord shall have the right, to be exercised by giving written notice to Tenant twenty (20) days after receipt of Tenant's notice) to terminate this Lease as to the portion of the Premises therein described as of the date stated in Tenant's notice. Such notice Base Rent paid by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Premises, and Landlord shall give said termination notice with respect thereto, under this Lease shall terminate on be payable to Landlord as additional rent due by Tenant to Landlord under this Lease. Additionally, Landlord may, at the date stated in Tenant's notice. Ifoption of Landlord, however, this Lease shall terminate pursuant collect rent directly from the SubTenant or Assignee and apply the net amount collected to the foregoing with respect Base Rent and additional rent for which Tenant is obligated to less than all the PremisesLandlord under this Lease, the rental (as determined in paragraph 4) and taxes (as determined in paragraph 9) but no such collection shall be adjusted on deemed a pro rata basis to waiver of this covenant or the number of square feet retained by Tenant and this Lease as so amended shall continue thereafter in full force and effect. If Landlord, upon receiving said notice by Tenant with respect to any acceptance of the PremisesSubTenant or Assignee, nor shall not exercise its right to terminate, Landlord will not withhold unreasonably its consent to Tenant's it release Tenant from the further observance and performance of the restriction on assignment and subletting the Premises specific in said notice provided that all Increases in rent under a sublease shall be paid to Landlordherein contained.

Assignment of Sublease. Except (1) The Lessee hereby assigns to a wholly owned subsidiary or affiliate of Tenantthe Agency all the Lessee's right, Tenant shall not selltitle and interest in and to any Sublease, assignincluding all sublease rentals, mortgage or transfer this Leaserevenues and receipts therefrom, sublet and the Premises or any part thereof or allow any transfer by operation of law. Tenant shall, by written notice, advise Landlord of its desire from, on and after a stated date (which shall not be less than thirty (30) days nor more than sixty (60) days after the date of Tenant's notice) right to sublet any part or enforce all of the Premises for any part of Lessee's rights and remedies thereunder. The Lessee hereby empowers the term hereofAgency and the Bondholder, and, in such event, Landlord shall have the rightand their respective agents or attorneys, to be exercised by giving written notice to Tenant twenty (20) days after receipt of Tenant's notice) to terminate this Lease as to the portion of the Premises therein described as of the date stated in Tenant's notice. Such notice by Tenant shall state the name collect, sue for, settle, compromise and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify give acquittances for all of the Premises, and Landlord shall give said termination notice with respect thereto, rents that may become due under any Sublease (to the extent set forth in this Lease shall terminate on Agreement and the date stated Mortgage Agreement) and avail themselves of and pursue all remedies for the enforcement of any Sublease and the Lessee's rights in Tenant's noticeand under any Sublease as the Lessee might have pursued but for this assignment. If, however, this Lease shall terminate pursuant Notwithstanding anything herein to the foregoing with respect to less than all the Premisescontrary, the rental (as determined in paragraph 4) Agency and taxes (as determined in paragraph 9) shall be adjusted on a pro rata basis the Bondholder agree not to the number of square feet retained by Tenant and this Lease as so amended shall continue thereafter in full force and effect. If Landlord, upon receiving said notice by Tenant with respect to exercise any of the Premisesrights granted pursuant to this paragraph so long as no Event of Default (as defined in this Lease Agreement and any other Security Document) shall have occurred under this Lease Agreement or any other Security Document. (2) The Lessee shall not terminate or amend any Sublease or any of its terms, or grant any concessions in connection therewith, either orally or in writing, or accept a surrender thereof, without the prior written consent of the Agency and the Bondholder. The Lessee shall furnish or cause to be furnished to the Agency and the Bondholder a copy of any such termination, amendment or concessions of any Sublease in substantially final form prior to the execution thereof. Any attempted termination or amendment of any Sublease without such written consent shall be null and void. (3) In the exercise of the powers granted by this Section, no liability shall be asserted or enforced against the Agency or the Bondholder, all such liability being hereby expressly waived and released by the Lessee. Neither the Agency nor the Bondholder shall be obligated to perform or discharge any obligation, duty or liability under any Sublease, or under or by reason of this assignment, and the Lessee shall and does hereby agree to indemnify the Agency and the Bondholder for and to hold them harmless of and from any and all liability, loss or damage which either may or might incur under any Sublease or under or by reason of this assignment and of and from any and all claims and demands whatsoever which may be asserted against either or both by reason of any alleged obligations or undertakings on their part to perform or discharge any of the terms, covenants or agreements contained in any Sublease. Should the Agency or the Bondholder incur any such liability, loss or damage under any Sublease or by reason of this assignment, or in the defense of any such claims or demands, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall not exercise its right be secured hereby, and the Lessee shall reimburse the Agency and the Bondholder therefor immediately upon demand. This assignment shall include any extensions and renewals of any Sublease and reference herein to terminate, Landlord will not withhold unreasonably its consent to Tenant's subletting the Premises specific in said notice provided that all Increases in rent under a sublease any Sublease shall be paid to Landlordconstrued as including any such extensions and renewals.

Assignment of Sublease. Except (a) Sublessee acknowledges receipt of a copy of the notice of Sub-Lease Assignment. Sublessee hereby agrees to a wholly owned subsidiary or affiliate execute and deliver to Lessor the Acknowledgement in the form attached as Part II of Tenant, Tenant shall not sell, assign, mortgage or transfer this Schedule I to the Sub-Lease Assignment. (b) Lessor may sell and/or assign the Equipment and/or Base Lease, sublet all as provided for in the Premises Base Lease, whereupon without further act or any part thereof or allow any transfer by operation of law. Tenant shall, by written notice, advise Landlord of its desire from, on and after a stated date instrument (which shall not be less than thirty (30) days nor more than sixty (60) days after the date of Tenant's notice) to sublet any part or all of the Premises except for any part of the term hereof, and, in such event, Landlord shall have the right, to be exercised by giving written notice to Tenant twenty (20) days after receipt Sublessee of Tenant's notice) to terminate this Lease as to the portion of the Premises therein described as of the date stated in Tenant's notice. Such notice by Tenant shall state such sale or assignment and the name and address of the proposed subtenanttransferee is recorded in a registered maintained to show the ownership of the Lessor's interest under the Base Lease), and Tenant shall deliver to Landlord a true provided that the name and complete copy address of the proposed sublease with said notice. If said notice shall specify all transferee of the PremisesLessor under the Base Lease is recorded in a register maintained by the Sublessee to show the ownership of the Lessor's interest under the Base Lease, such purchaser or assignee of the Equipment and the Base Lease shall assume the benefits of this Sublease and the Sub-Lease Assignment and the obligations of the Sublessee under the Acknowledgement. (c) Notwithstanding any term or provision contained in this Sublease, the obligations of the Lessee under the Base Lease are and shall remain obligations of the Sublessor. (d) In the event the Sublessor transfers, sells or assigns its interest in the Equipment or the Sublease or any interest thereunder, no such transfer, sale or assignment shall be effective, and Landlord payment hereunder shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant continue to be payable to the foregoing with respect to less than all Sublessor unless and until the Premises, the rental (as determined in paragraph 4) and taxes (as determined in paragraph 9) shall be adjusted on a pro rata basis Sublessor gives notice to the number Sublessee in writing of square feet retained by Tenant such transfer, sale or assignment, and this Lease as so amended immediately upon receipt of such notice the Sublessee shall continue thereafter in full force record such transfer, sale or assignment, and effect. If Landlord, upon receiving said notice by Tenant with respect to any the name and address of the Premisestransferee, shall not exercise its right in a register maintained to terminate, Landlord will not withhold unreasonably its consent to Tenantshow the ownership of the Sublessor's subletting interest hereunder and in the Premises specific in said notice provided that all Increases in rent under a sublease shall be paid to LandlordEquipment.

Assignment of Sublease. Except 5. In the event Lessee should desire to a wholly owned subsidiary assign this Agreement or affiliate of Tenant, Tenant shall not sell, assign, mortgage or transfer this Lease, sublet the Leased Premises or any part thereof thereof, Lessee shall give Lessor written notice of such desire at least sixty (60) days in advance of the date on which Lessee desires to make such assignment or allow any transfer by operation sublease. Lessor shall then have a period of law. Tenant shall, by written notice, advise Landlord of its desire from, on and after a stated date (which shall not be less than thirty (30) days nor more than sixty (60) days after the date of Tenant's notice) to sublet any part or all of the Premises for any part of the term hereof, and, in such event, Landlord shall have the right, to be exercised by giving written notice to Tenant twenty (20) days after following receipt of Tenant's noticesuch notice within which to notify Lessee in writing that Lessor elects either (1) to terminate this Lease Agreement as to the portion of the Premises therein described space so affected as of the date stated so specified by Lessee in Tenant's notice. Such notice by Tenant shall state the name and address which event Lessee will be relieved of all further obligation hereunder as to such space, or (2) permit Lessee to assign or sublet such space, subject, however, to subsequent written approval of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Premises, and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, assignee or sublessee by Lessor; if however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rental (as determined in paragraph 4) rate agreed upon between Lessee and taxes (as determined in paragraph 9) Sublessee is greater than the rental rate that Lessee must pay Lessor, then such excess rental shall be adjusted on a pro rata basis deemed additional rent owed by Lessee to Lessor and shall be paid by Lessee to Lessor in the number of square feet retained by Tenant same manner that Lessee pays the base rent as outlined in Section II, paragraph 3, or (3) to refuse to consent (with cause only) to Lessee's assignment or subleasing such space and to continue this Lease as so amended shall continue thereafter in full force and effecteffect as to the entire Leased Premises. If LandlordLessor should fail to notify Lessee in writing of such election within said thirty (30) day period, upon receiving said notice by Tenant with respect Lessor shall be deemed to any have elected option (2) above. If Lessor elects to exercise option (2) above, Lessee agrees to provide at its expense, direct access from such sublet space to a public corridor of the Premises, Building. No assignment or subletting by Lessee shall not exercise its right to terminate, Landlord will not withhold unreasonably its consent to Tenant's subletting relieve Lessee of any obligation under this Lease. Any attempted assignment or sublease by Lessee in violation of the Premises specific in said notice provided that all Increases in rent under a sublease terms and covenants of this paragraph shall be paid to Landlordvoid.

Assignment of Sublease. Except 7.1 Sublessor hereby assigns and transfers to Master Lessor the Sublessor's interest in this Sublease and all rentals and income arising therefrom, subject however to the terms of paragraph 7.2 below. 7.2 Master Lessor, by executing this Sublease, agrees that until a wholly owned subsidiary or affiliate default shall occur in the performance of Tenant, Tenant shall not sell, assign, mortgage or transfer this Sublessor's obligations under the Master Lease, sublet that Sublessor may receive, collect and enjoy the Premises or any part thereof or allow any transfer by operation rents accruing under this Sublease. However, if Sublessor shall default in the performance of lawits obligations to Master Lessor, then Master Lessor, may, at its option, receive and collect, directly from Sublessee, all rent owing and to be owed under this Sublease. Tenant shallMaster Lessor shall not, by written notice, advise Landlord reason of its desire from, on and after a stated date (which shall not be less than thirty (30) days this assignment of this Sublease nor more than sixty (60) days after the date of Tenant's notice) to sublet by any part or all reason of the Premises collection of the rents from Sublessee, be deemed liable to Sublessee for any part failure of Sublessor to perform and comply with Sublessor's Remaining Obligations or otherwise. 7.3 Sublessor hereby irrevocably authorizes and directs Sublessee, upon receipt of any written notice from Master Lessor stating that a default exists in the term hereofperformance of Sublessor's obligations under the Master Lease, and, in such event, Landlord to pay to Master Lessor the rents due and to become due under this Sublease. Sublessor agrees that Sublessee shall have the rightright to rely upon any such statement and request from Master Lessor, and that Sublessee shall pay such rents to be exercised by giving written notice Master Lessor without any obligation or right to Tenant twenty (20) days after receipt of Tenant's notice) to terminate this Lease inquire as to whether such default exists and notwithstanding any notice from or claim from Sublessor to the portion of the Premises therein described as of the date stated in Tenant's notice. Such notice by Tenant shall state the name and address of the proposed subtenantcontrary, and Tenant Sublessor shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Premises, and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rental (as determined in paragraph 4) and taxes (as determined in paragraph 9) have no right or claim against Sublessee for any such rents so paid by Sublessee. 7.4 No changes or modifications shall be adjusted on a pro rata basis made to this Sublease without the number prior written consent of square feet retained by Tenant and this Lease as so amended shall continue thereafter in full force and effect. If Landlord, upon receiving said notice by Tenant with respect to any of the Premises, shall not exercise its right to terminate, Landlord will not withhold unreasonably its consent to Tenant's subletting the Premises specific in said notice provided that all Increases in rent under a sublease shall be paid to LandlordMaster Lessor.

Assignment of Sublease. Except to a wholly owned subsidiary or affiliate of Tenant, Tenant (A) Subtenant shall not sell, assign, mortgage or transfer encumber this LeaseSublease, sublet nor sublet, nor suffer or permit the Subleased Premises or any part thereof to be used by others (any of which events is hereinafter and in the Lease referred to as a "Transfer"), except with the prior written consent of Sublandlord and Landlord, which consent may be granted or allow withheld in their sole discretion, except as otherwise set forth in Paragraphs 10(b), 10(c) and 10(d). Any attempted Transfer in violation of this provision shall be void. In no event shall any transfer by operation of law. Tenant shallTransfer, by written noticeincluding without limitation a Transfer permitted under Paragraph 10(b) below, advise Landlord relieve Subtenant of its desire fromliability and responsibility to Sublandlord under this Sublease or to Landlord under the Lease in the absence of any express written agreement with Sublandlord or Landlord, on as the case may be, to that effect. (B) Provided that Subtenant is not then in default, and is then (and after a stated date the commencement of the proposed sublease will be) occupying at least seventy-five percent (which 75%) of the Subleased Premises, Subtenant shall have the right to sublet up to twenty-five percent (25%) of the Subleased Premises with the prior written consent of Sublandlord and Landlord, WHICH consent shall not be less than thirty unreasonably withheld, conditioned or delayed, provided that the proposed subtenant is comparable to other tenants of first class office buildings in Bethesda, Maryland. (30C) days nor In the event Subtenant desires to sublet any part of the Subleased Premises, and the part of the Subleased Premises proposed to be sublet, together with the parts of the Subleased Premises previously sublet by Subtenant, constitutes more than twenty-five percent (25%) of the Subleased Premises, Subtenant shall give Sublandlord and Landlord written notice of Subtenant's desire to do so. Within sixty (60) days after the date of Tenant's receipt of said notice) to sublet any part or all of the Premises for any part of the term hereof, and, in such event, Landlord Sublandlord shall have the right, to be exercised by giving written notice to Tenant twenty (20) days after receipt of Tenant's notice) right to terminate this Lease as Sublease with respect to the portion of the Subleased Premises therein described as that Subtenant desires to sublet. If Sublandlord fails to exercise such right, Subtenant shall have the right to sublet such portion of the date stated Subleased Premises with the prior written consent of Sublandlord and Landlord, which consent shall not be unreasonably withheld, provided that Subtenant is not then in Tenant's notice. Such notice by Tenant shall state the name default and address of that the proposed subtenantsubtenant is comparable to other tenants of first class office buildings in Bethesda, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Premises, and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. IfMaryland; provided, however, this Lease that Subtenant shall terminate pursuant pay to Sublandlord monthly fifty percent (50%) of the foregoing with respect to less than all the Premises, the rental "Net Profits" (as determined defined herein) received by Subtenant in paragraph 4connection with such sublease. "Net Profits" is defined as the excess of the rent and/or all other sums collected by Subtenant under or in connection with such sublease over and above the Rent payable by Subtenant to Sublandlord under this Sublease for the space covered by such sublease (which shall be the pro rata portion of the total Rent payable hereunder) and taxes (as determined the direct, out of pocket costs incurred by Subtenant in paragraph 9) shall be adjusted on a pro rata basis to performing alterations or leasehold improvements for the number of square feet retained assignee or subtenant and the leasing commissions paid, and rental abatement granted, by Tenant and this Lease as so amended shall continue thereafter Subtenant in full force and effect. If Landlord, upon receiving said notice by Tenant connection with respect to any of the Premises, shall not exercise its right to terminate, Landlord will not withhold unreasonably its consent to Tenant's subletting the Premises specific in said notice provided that all Increases in rent under a sublease shall be paid to Landlordsuch assignment or sublease.