Common use of Assignment or Sublease Clause in Contracts

Assignment or Sublease. In the event Tenant shall desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.

Assignment or Sublease. In the event Tenant shall desire to Lessee may not assign or transfer this Lease Agreement or sublet the Leased Premises any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any part thereofinterest therein without the prior written consent of Lessor, Tenant which consent shall give Landlord written notice not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such desireassignment, along with the name transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the proposed assignee or sublessee and a copy restrictions of the proposed assignment this paragraph as to subsequent attempts to assign, transfer or sublease instrumentby Lessee or Lessee's heirs, at least ninety (90) days in advance of successors, assigns, transfers or sublessees. As used herein, the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, terms Lessor and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord all the rights and obligations hereunder is subject and in the Site with respect to receipt by Landlord of an executed copy of the sublease or assignmentLessee.

Assignment or Sublease. In the event 17.1 Tenant shall desire to assign neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease Agreement or any interest therein, and shall not sublet the Leased said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall give not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord written notice shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of such desire, along with the name proposal and provides sufficient information about the financial standing and experience of the proposed assignee or sublessee and a copy of the proposed subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublease instrument, at least ninety (90) days in advance sublet is unreasonable shall be the remedy of the date on which specific performance and Tenant desires to make such assignment shall have no damage claim or sublease. further claim of any nature or cause of action against Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or subletting of sublease, all rents or any portion of the Leased Premises other payments received by Tenant in excess of the rent payments due Landlord by from Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt pursuant to this Lease may be retained by Tenant. On demand, and any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant hereby assigns all rights it might have relation between them or ever acquire in any such proceeds to Landlordreleasing Tenant under this Lease. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed not unreasonably withhold or delay consent to have elected option (i) above. No an assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of sublease, providing that Landlord hereunder is subject to receipt by Landlord of an executed copy determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the sublease Demised Premises will remain as the Permitted Use; that the proposed assignee or assignmentsublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. In the event 17.1 Tenant shall desire to assign neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease Agreement or any interest therein, and shall not sublet the Leased said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall give not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord written notice shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of such desire, along with the name proposal and provides sufficient information about the financial standing and experience of the proposed assignee or sublessee and a copy of the proposed subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublease instrument, at least ninety (90) days in advance sublet is unreasonable shall be the remedy of the date on which specific performance and Tenant desires to make such assignment shall have no damage claim or sublease. further claim of any nature or cause of action against Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or subletting of sublease, all rents or any portion of the Leased Premises other payments received by Tenant in excess of the rent payments due Landlord by from Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt pursuant to this Lease may be retained by Tenant. On demand, and any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant hereby assigns all rights it might have relation between them or ever acquire in any such proceeds to Landlordreleasing Tenant under this Lease. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed not unreasonably withhold or delay consent to have elected option (i) above. No an assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of sublease, providing that Landlord hereunder is subject to receipt by Landlord of an executed copy determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the sublease Demised Premises will remain as the Permitted Use; that the proposed assignee or assignmentsublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. In the event Tenant shall Lessee should desire to assign this Lease Agreement lease or sublet the Leased Premises or any part thereof, Tenant shall Lessee agrees to give Landlord Lessor written notice of such desire, along with the name of desire (and the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, effective date thereof) at least ninety thirty (9030) days in advance of the date on which Tenant Lessee desires to make such assignment or sublease. Landlord Lessor shall then have a period of thirty fifteen (3015) days following receipt of such notice within which to notify Tenant Lessee in writing that Landlord Lessor elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement lease as to the space so affected as of the date so specified by Tenant Lessee in which event Tenant Lessee will be relieved of all obligations arising thereafter further obligation hereunder as to such space. Any rent , or other payments otherwise due Tenant (ii) to permit Lessee to assign this lease or sublet such space, subject, however, to written approval of the proposed assignee or sublessee by Lessor, and further subject to the requirement that Lessee enter into written agreements with Lessor, and with Assignee or Sublessee, that any profit realized by Lessee as a result of such assignment or subletting sublease (meaning the consideration agreed upon between Lessee and Assignee or the difference between the rental rate agreed upon between Lessee and Sublessee and the rent then required to be paid under this lease multiplied by the number of all or any portion months in the term of the Leased Premises in excess sublease, shall, to the extent such profit is immediate, be due and payable by Lessee to Lessor upon the execution of an assignment or sublease, and, to the rent due Landlord extent such profit is deferred, be payable to Lessor by Tenant on Assignee or Sublessee as it accrues. , or (iii) to refuse to consent to Lessee’s assignment of this lease or sublease of such space hereunder shall be payable and to continue this lease in full force and effect as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordthe entire Premises. If Landlord Lessor should fail to notify Tenant Lessee in writing of such election within said thirty the stated fifteen (3015) day period, Landlord Lessor shall be deemed to have elected option (iiii) above. No consent by Lessor to any assignment or subletting sublease shall be deemed to be consent to a use not permitted under this lease, to any act in violation of this lease, or to any other or subsequent assignment or sublease, and no assignment or sublease by Tenant Lessee shall relieve Tenant Lessee of any obligation under this Lease Agreementlease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Lessee in violation of the sublease terms and covenants of Section 18 shall be void. For the purposes of this Lease, where Lessor’s consent is required, Lessor will not unreasonably withhold or assignment.delay such consent

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet any portion of the Leased Premises or sublease all or any part thereofof the Premises or allow any other person or entity (except Tenant’s authorized representatives, employees, invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. In addition to any other reasonable grounds upon which Landlord may withhold its consent, Landlord shall be deemed reasonable in withholding its consent if it determines in its sole discretion that: (i) the financial net worth of the proposed assignee or sublessee is not equal to or greater than Tenant’s financial net worth as of the date of this Lease as increased by the increase in the Consumer Price Index — Urban Wage Earners and Clerical Workers (San Francisco — Oakland — San Jose, CA) all items, (base years 1982 — 1984 = 100), if any, between the date of this Lease and the date of the assignment or sublease; (ii) the intended uses of the Premises by the proposed assignee or sublessee will constitute a violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises or would involve the storage, use or keeping of types or amounts of Hazardous Materials in, on or about the Premises materially greater or materially more hazardous than those used or generated by Xxxxxx and initially permitted hereunder; or (iii) the proposed assignee or sublessee is a tenant of Landlord or has negotiated to be a tenant of Landlord any time in the six (6) months just preceding Tenant’s request for Xxxxxxxx’s consent. Any assignment, encumbrance or sublease without Landlord’s written consent shall be voidable and at Landlord’s election, shall constitute a Default hereunder. Landlord’s waiver or consent to any assignment or subletting shall not relieve Tenant or any assignee or sublessee from any obligation under this Lease whether or not accrued. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at Least 50% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 50% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraph shall not apply to corporations, the stock of which is traded in a public exchange. If Landlord shall consent to any assignment or sublease of this Lease, fifty percent (50%) of all rent and other consideration payable to or for the benefit of the Tenant from its assignees or subtenants (excluding commercially reasonable amounts paid for goods and services Tenant provided to such assignee or sublessee) in excess of the rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, as and when such sums are due and payable and actually paid (“Bonus Rent”), provided that before any such Bonus Rent is paid to Landlord, Tenant shall give Landlord written notice be permitted to deduct therefrom its actual out-of-pocket costs and expenses in connection with such assignment or subletting associated with any real estate fees or commissions, attorneys fees and with the construction of any improvements or alterations for such desiresublessee or assignee. If Tenant requests Xxxxxxxx’s consent to an assignment or sublease, along with Tenant shall submit to Landlord, in writing, the name of the proposed assignee or sublessee subtenant and a copy the nature and character of the business of the proposed assignee or subtenant, the term, use, rental rate and all other material terms and conditions of the proposed assignment or sublease, including, without limitation, evidence satisfactory to Landlord that the proposed assignee or subtenant satisfies the financial criteria set forth in the first paragraph of this Paragraph 19, thirty (30) days prior to the proposed effective date of such assignment or sublease. Tenant shall also submit to Landlord a processing fee of One Thousand Dollars ($1,000.00) as a condition to Landlord reviewing Tenant’s proposed assignment or subletting materials. Landlord shall within fifteen (15) days after Xxxxxxxx’s receipt of such written request and information either (i) consent to or refuse to consent to such assignment or sublease instrumentin writing (but no such consent to an assignment or sublease shall relieve Tenant or any guarantor of Tenant’s obligations under this Lease of any liability hereunder), at least (ii) in the event of a proposed assignment of this Lease or a proposed sublease of the entire Premises for the entire remaining Term of this Lease, terminate this Lease effective the first to occur of ninety (90) days in advance following written notice of such termination or the date on which Tenant desires to make such that the proposed assignment or sublease. Landlord shall then proposed sublease would have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordcome into effect. If Landlord should fail to notify Tenant in writing of its decision within such election within said thirty (30) day periodperiod after the later of the date Landlord is notified in writing of the proposed assignment or sublease or the date Landlord has received all required information concerning the proposed assignee or subtenant and the proposed assignment or sublease, Landlord shall be deemed to have refused to consent to such assignment or sublease, and to have elected option to keep this Lease in full force and effect. If Tenant requests Xxxxxxxx’s consent to any such assignment or sublease, the assignment shall be on a form approved by Landlord, and Tenant shall pay Landlord, whether or not consent is ultimately given, any reasonable attorneys’ fees and other costs incurred in connection with the preparation, review and/or approval of such documentation, not exceed $2,500.00 per request. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (iincluding, without limitation, the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) aboveIf Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) If a writ of attachment or execution is levied on this Lease; or (c) If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a Default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. No assignment or subletting, occupancy or collection of rent from any proposed assignee or sublessee shall be deemed a waiver on the part of Landlord, or the acceptance of the applicable assignee or sublessee, as applicable, as Tenant, and no such assignment or subletting shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay rent and to perform all other obligations to be performed by Tenant hereunder. In the event of a Default by Tenant, Landlord may require that any assignee or sublessee remit directly to Landlord on a monthly basis, all monies due Tenant by said assignee or sublessee, and each sublease shall provide that if Xxxxxxxx gives said sublessee written notice that Tenant is in Default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in Default under this Lease. Consent by Landlord to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee or sublessee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or sublessee or successor. Landlord may consent to subsequent assignments of this Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant of liability under this Lease. Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section 1995.310. Notwithstanding the terms of this Paragraph 19, Tenant may (1) effect an assignment or subletting, without Landlord’s consent or any obligation participation by Landlord in any Bonus Rent, to any parent, subsidiary or affiliate entity which controls, is controlled by, or is under common control with, Tenant, or to any entity resulting from a merger or consolidation of Tenant, or to any person or entity which acquires all or substantially all of the assets of Tenant’s business as a going concern (a “Permitted Transferee”), provided that (a) Tenant delivers to Landlord, at least thirty (30) days prior to such transfer, written notice of same, (b) the assignee (if applicable) assumes in full the obligations of Tenant under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy arising after the effective date of the sublease transfer, (c) Tenant remains fully liable under this Lease, and (d) the Guarantor, if any, executes a reaffirmation of its Guaranty in form satisfactory to Landlord, and/or (2) effect a sale or assignmentother transfer of a controlling percentage of the capital stock of Tenant, or the sale of 50% or more of the value of the assets of Tenant, without Landlord’s consent, provided that (a) Tenant delivers to Landlord, at least thirty (30) days prior to such sale or other transfer, written notice of same, and (b) such buyer or transferee of a controlling percentage of the capital stock of Tenant or of 50% or more of the value of the assets of Tenant has, both prior to and immediately following the acquisition of Tenant’s stock and/or assets, as applicable, a tangible net worth of at least Two Hundred Fifty Million and No/100 Dollars ($250,000,000), as shown on its most recently published, audited financial statement (or, if no such statement exists, as certified by its chief financial officer).

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises or sublease all or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee Premises or sublessee and a copy of the proposed assignment allow any other person or sublease instrumententity (except Tenant's authorized representatives, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment employees, invitees, or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (iguests) to permit Tenant to assign occupy or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of use all or any portion part of the Leased Premises without first obtaining Landlord's consent. RIDER NO. 31 Any assignment, encumbrance or sublease without Landlord's written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other or to a third party shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 50% of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for election of directors. RIDER NO. 32 The preceding two sentences shall not apply to corporations the stock of which is traded through an exchange or over the counter. RIDER NO. 33 All rent received by Tenant from its subtenants in excess of the rent due Landlord payable by Tenant to Landlord under this Lease (allocated on such space hereunder a square footage basis in cases of partial subleasing) shall be payable as additional rent paid to Landlord by Tenant promptly upon receipt by TenantLandlord, and any sums to be paid by an assignee to Tenant hereby assigns all rights it might have or ever acquire in any such proceeds consideration of the assignment of this Lease shall be paid to Landlord. If Landlord should fail Tenant requests Xxxxxxxx to notify consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord's reasonable attorneys' fees incurred in connection with such request, whichever is greater. No interest of Tenant in writing of such election within said thirty (30) day period, Landlord this Lease shall be deemed assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to have elected option (i) abovewhich Tenant is a party, a receiver is appointed with authority to take possession of the Premises. No An involuntary assignment or subletting shall constitute a default by Tenant and landlord shall relieve Tenant of any obligation under have the right to elect to terminate this Lease, in which case this Lease Agreement. Any consent shall not be treated as an asset of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentTenant.

Assignment or Sublease. In 16. Lessee covenants and agrees with Lessor that in the event Tenant shall Lessee should desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant Lessee shall give Landlord Lessor written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, desire at least ninety sixty (9060) days in advance of the date on which Tenant Lessee desires to make such assignment or subleasesublease and naming the intended assignee or sublessee. Landlord In no event will Lessee attempt to assign the Lease or sublease the Premises or any portion thereof to any bank, financial services company, insurance company or similar entity which would be competitive with the businesses engaged in by BB&T or any of its subsidiaries or affiliates. Lessor shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant Lessee in writing that Landlord elects either Lessor elects, in its sole and absolute discretion, one of the following: (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii1) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant Lessee, in which event Tenant Lessee will be relieved of all obligations arising thereafter further obligation hereunder as to such space. Any rent , or other payments otherwise due Tenant as a result (2) to permit Lessee to assign or sublet such space, subject, however, to subsequent written approval of the proposed assignee or sublessee by Lessor, or (3) to refuse to consent to Lessee's assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on subleasing such space hereunder shall be payable and to continue this Lease in full force and effect as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordthe entire Leased Premises. If Landlord Lessor should fail to notify Tenant Lessee in writing of such election within said thirty (30) day period, Landlord Lessor shall be deemed to have elected option (i3) above. For purposes of this Lease, a merger between Lessee and another party or the transfer of substantially all of the assets of Lessee to another party shall constitute an assignment. No assignment or subletting by Tenant Lessee shall relieve Tenant Lessee of any obligation under this Lease AgreementLease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Lessee in violation of the sublease or assignmentterms and covenants of this Paragraph 16 shall be void.

Assignment or Sublease. In the event Tenant shall desire to Lessee may not assign or transfer this Lease Agreement or sublet the Leased Premises any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any part thereofinterest therein without the prior written consent of Lessor, Tenant which consent shall give Landlord written notice not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose, unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such desireassignment, along with the name transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, sell, transfer or encumber this Agreement or any interest therein and each and every attempt to sublease any interest covered hereby in a manner contrary to that set forth in this paragraph may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the proposed assignee or sublessee and a copy restrictions of the proposed assignment or sublease instrumentthis paragraph as to subsequent attempts to assign, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign transfer or sublet such spaceby Lessee or by Lessee's heirs, (ii) to refuse such request to assign successors, assigns, transferees or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard)sublessees. As used herein, or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, terms Lessor and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord Lessee shall be deemed to include their respective heirs, successors, assigns, transferees or sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors, assigns, transferees and sublessees. Lessor shall have elected option (i) above. No assignment the right to transfer and assign, in whole or subletting by Tenant in part, all of its rights and obligations hereunder and in the Site and in such event Lessor shall relieve Tenant be released from any further obligations hereunder and the successor-in-interest of any obligation under this Lease Agreement. Any consent of Landlord Lessor shall have all the rights and obligations hereunder is subject and in the Site with respect to receipt by Landlord of an executed copy of the sublease or assignmentLessee.

Assignment or Sublease. In the event a. Tenant shall desire not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant’s authorized representatives, employees, invitees, guests or a Permitted Transferee) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord’s prior written consent shall be voidable and at Landlord’s election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease Agreement without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or sublet a portion of Tenant’s Capital Stock by Initial Public Offering (such event shall be referred to as a transfer to a “Permitted Transferee”). In connection with any assignment, Landlord shall be entitled to require an increase in the Leased Premises or Security Deposit to the extent that such increase should be commercially reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any part thereofSublease, Landlord shall be entitled to hold any Security Deposit paid by Sublessee to Sublessor, which Security Deposit shall be held by Landlord in accordance with the provisions of the Sublease. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such desire, along with the name transfer shall provide to Landlord copies of the proposed assignee any documents or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or subleaseother information as Landlord may reasonably request. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant Unless otherwise expressly agreed in writing that Landlord elects either (i) to permit Tenant to assign or sublet such spaceby Landlord, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of no assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under of its obligations pursuant to this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentLease.

Assignment or Sublease. In the event Tenant shall desire desires to assign this Lease Agreement or any interest including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice deliver to landlord executed counterparts of any such desire, along agreement and of all ancillary agreements with the name of the proposed assignee or sublessee subtenant, financial statements, and a copy any additional information as reasonably required to determine whether it will consent to the proposed assignment/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty ten (3010) business days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations arising thereafter hereunder as to such space. Any rent , (ii) to permit Tenant to assign or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on sublet such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, the named assign subtenant on the terms and Tenant hereby assigns all rights it might have or ever acquire conditions set forth in any such proceeds to Landlordthe notice. If Landlord should fail to notify Tenant in writing of such election within said thirty ten (3010) day business days period, Landlord shall be deemed to have elected option (iii) above. Any rent or other economic consideration realized by Tenant under any such sublease and assignment in excess of the Base Rental and Additional Rental payable hereunder (including an allocation of the purchase price attributable to Tenant's Leasehold interest in the event of a sale of the Tenant's business), after the net unamortized cost of the Tenant Extra Improvements for which Tenant has itself paid, and reasonable subletting and assignment costs, shall be delivered and paid fifty percent (50%) to Landlord and fifty percent (50%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. The above provisions relating to Landlord's right to terminate the lease and relating to the allocation of bonus rent are independently negotiated terms of the Lease, constitute a material inducement for the Landlord to enter into the Lease, and are agreed as between the parties to be commercially reasonable. No assignment or subletting by Tenant shall relieve relive Tenant of any obligation under this Lease AgreementLease. Any consent of assignment or subletting which conflicts with the provisions hereof shall be void. If Landlord hereunder is subject exercises its option to receipt by Landlord of an executed copy terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (a) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (b) from and after such date, the amount and Tenants allocable share of all other costs and charges shall be adjusted, If Landlord does not exercise its option to terminate this Lease, Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or assignment.sublease shall not be unreasonably withheld or delayed, provided and upon condition that:

Assignment or Sublease. In the event Tenant shall should desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety thirty (9030) days in advance of prior notice, which shall specify the terms and effective date on which Tenant desires to make such assignment or subleasethereof. Landlord shall then have a period of thirty fifteen (3015) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (ia) to terminate this Lease as to the space so affected as of the effective date specified by Tenant in which event Tenant will be relieved on such effective date of all further obligation hereunder as to such space, (b) to permit Tenant to assign or sublet such space, subject, however, to subsequent written approval of the proposed assignee or sublessee by Landlord, or (iic) to refuse such request to assign consent (with reasonable cause only) to Tenant’s proposed assignment or sublease such space (which refusal may be made by Landlord without regard and to any commercially reasonable standard), or (iii) to terminate continue this Lease Agreement in full force and effect as to the space so affected as entire Leased Premises, Tenant agrees to reimburse Landlord for attorneys’ fees and expenses incurred by it in connection with its review of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordsublease. If Landlord should fail to notify Tenant in writing of such election within said thirty such fifteen (3015) day period, Landlord shall be deemed to have elected option (ib) above. If Landlord elects to exercise option (b) above, Tenant agrees to provide, at its expense, direct access from the assignment or sublease space to a public corridor of the Building as well as any additional fire-safing required by applicable building codes. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Tenant in violation of the sublease or assignmentterms and covenants of this paragraph shall be void.

Assignment or Sublease. In Lessee shall have the event Tenant right to transfer and assign, in whole or in part, its rights and obligations in the building and property that are the subject of this Lease with the following exceptions (unacceptable businesses are automotive repair, restaurant, paint and body shop, private club, high personnel usage business or business in Lessor's sole opinion not compatible with the business complex). Lessee shall desire to not assign this Lease Agreement or sublet all or any part of the Leased Premises without the prior written consent of Lessor which consent shall not be unreasonably withheld. Lessor shall have the option, upon receipt from Lessee of written request for Lessor's consent to subletting or any part thereofassignment, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate cancel this Lease Agreement as to the space so affected as of the date so specified the requested subletting or assignment is to be effective. The option shall be exercised, if at all, within fifteen (15) days following Lessor's receipt of written notice by Tenant in which delivery to Lessee of written notice of Lessor's intention to exercise the option. In the event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of any assignment or subletting subletting, Lessee shall nevertheless at all times, remain fully responsible and liable for the payment of the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an "event of default" as defined below, if all or any portion part of the Leased Premises are then assigned or sublet, Lessor, in excess addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subtenant all rents becoming due to Lessee by reason of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantassignment or sublease, and Tenant hereby assigns Lessor shall have a security interest in all rights it might have or ever acquire in any such proceeds properties on the Leased Premises to Landlord. If Landlord should fail to notify Tenant in writing secure payment of such election within said thirty (30) day period, Landlord sums. Any collection directly by Lessor from the assignee or subtenant shall not be deemed construed to have elected option (i) above. No assignment constitute a notation or subletting by Tenant shall relieve Tenant a release of any obligation Lessee from the further performance of obligations under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentLease.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord written notice of such desiremay consider any factor, along with including but not limited to the name experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a copy net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, subleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) the right to terminate this Lease Agreement as with respect to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any that portion of the Leased Premises in excess for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In connection with any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In the event Tenant shall desire to not assign this Lease Agreement or sublet the Leased Premises whole or any part thereofof the Premises (each, a “Transfer” and any assignee or sublessee, a “Transferee”) without Landlord’s prior written consent which shall not be unreasonably withheld. To assist Landlord in determining whether to consent to a Transfer, Tenant shall give submit the following to Landlord written notice as well as any other information reasonably requested by Landlord, (i) the name, legal entity and jurisdiction of such desire, along with the name Transferee; (ii) a description of the proposed assignee use of the Premises; (iii) the terms of the proposed Transfer; (iv) current financial statements and the most recent filed federal income tax return of the proposed Transferee; and (v) the proposed Transfer documents. No Transfer shall affect the liability of Tenant under this Lease and Tenant and any Transferee shall be liable to Landlord for performance of Tenant’s obligations under this Lease. Consent to any Transfer shall not operate as a waiver of the necessity of a consent to any subsequent Transfer. Notwithstanding the provisions of this Section, Tenant shall not be required to obtain Landlord’s consent to any of the following Transfers to related entities so long as Tenant complies with the provisions of this paragraph: Transfers to Tenant’s parent entity(ies), any subsidiary of Tenant, or sublessee an affiliate commonly controlled by Tenant or Tenant’s parent (“Affiliates”). In order for the Transfer to be effective, prior to any such Transfer, Tenant must provide to Landlord a notice of the Transfer containing the full legal name and notice address of the Transferee and its relationship to Tenant, and within 10 days after the Transfer is effective, Tenant must give notice of the effective date to Landlord along with a copy of the proposed assignment or sublease instrumentTransfer document and, at least ninety (90) days in advance if the Transfer is an assignment, an acknowledgement by any assignee of its assumption of the date on which Tenant’s obligations under the Lease. Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made also provide any evidence reasonably requested by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to prove the space so affected as of relationship between Tenant and the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmenttransferee.

Assignment or Sublease. In the event Tenant shall desire to assign this Lease Agreement Except as expressly permitted under Sections 20.3 or sublet the Leased Premises or any part thereof20.4 hereof, Tenant shall give Landlord written notice of such desire, along with the name not do any of the proposed assignee or sublessee and a copy following without the prior written consent of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either Landlord: (i) to permit Tenant to assign assign, either directly or sublet such spaceindirectly (including an assignment of Tenant’s rights hereunder occurring by merger, (ii) to refuse such request to assign conversion, whether occurring directly or sublease such space (which refusal may be made indirectly, or by Landlord without regard to any commercially reasonable standardother operation of law), sublease or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of delegate all or any portion of Tenant’s rights or obligations under or in respect to the leasehold estate created under this Lease, and/or (ii) permit the use of all or any part of the Leased Premises Property by any persons other than Tenant, its agents, employees and invitees, or its Affiliates and their respective agents, employees and invitees. In no event shall any assignee or subtenant use the Leased Property for any purpose other than that permitted in excess Article 5.3 of this Lease without Landlord’s consent, and in no event may Leased Property be used for a Prohibited Use. In the event Tenant desires to make an assignment or enter into a sublease, Tenant shall deliver prior written notice thereof and thereafter Landlord shall provide Tenant with written information or any prohibited or limited uses of the rent due Leased Property to any assignee or sublessee. Tenant acknowledges that making any assignment or sublease without Landlord’s prior written consent shall be void, except as set forth in Sections 20.3 or 20.4, and if Tenant makes any assignment or sublease without such consent. Landlord shall have the right (but not the obligation) at anytime to declare an Event of Default hereunder. Except as to a Permitted Assignment set forth in Sections 20.3 or 20.4 hereof, Landlord may require, as a condition precedent to consenting to any assignment or sublease, that (a) the assignee establishes to Landlord’s reasonable satisfaction such assignee’s financial ability to consistently perform the terms and obligations of this Lease, (b) the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Tenant to be kept and performed and shall be and become jointly and severally liable with Tenant for the performance thereof, (c) an original counterpart of each such assignment and assumption or sublease, duly executed by Tenant on and such space hereunder assignee or sublessee, as appropriate, shall be payable delivered promptly to Landlord, and (d) Tenant shall remain primarily liable, as additional rent principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to Landlord be performed by Tenant promptly upon receipt by Tenant, and hereunder. In the event Tenant hereby assigns all rights it might have or ever acquire in any such proceeds desires 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 (i) above. No make a assignment or subletting by Tenant sublease that requires Landlord’s consent, Landlord’s consent shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease not be unreasonably or assignmentarbitrarily withheld, conditioned or delayed.

Assignment or Sublease. In Landlord shall have the event right to transfer and assign, in whole or in part, its rights and obligations in the building and property that are the subject of this Lease. Without Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, Tenant shall desire to will neither assign this Lease Agreement in whole or sublet in part nor sublease all or part of the Leased Premises Premises. If Tenant requests Landlord to consent to a specific assignment or any part thereofsublease, Tenant shall will give Landlord written notice of such desire, along with (i) the name and address of the proposed assignee or sublessee and subtenant; (ii) a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or ; (iii) to terminate this Lease Agreement as to reasonably satisfactory information about the space so affected as nature, business and business history of the date so specified by Tenant in which event Tenant will be relieved assignee or subtenant and its proposed use of all obligations arising thereafter as to such space. Any rent the Premises; and (iv) banking, financial or other payments otherwise due Tenant as a result credit information, and references, about the proposed assignee or subtenant sufficient to enable the Landlord to determine the financial responsibility and character of the proposed assignee or subtenant. Landlord’s consent to an assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall sublease will not be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an effective until: a fully executed copy of the instrument of assignment or sublease has been delivered to the Landlord; in the case of an assignment, Landlord has received a written instrument in which assignee has assumed and agreed to perform all Tenant’s obligations in this Lease; and a Five Hundred Dollar ($500) transfer fee. Landlord’s consent to an Assignment or assignment.Sublease will not release the Tenant from the payment and performance of its obligations in the Lease, but rather, Tenant and its assignee will be jointly and severally primarily liable for such payment and performance. For purposes of this Lease, the following transactions will also constitute an assignment which shall require the Landlord’s prior written consent:

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises or sublease all or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee Premises or sublessee and a copy allow any other person or entity (except Tenant’s authorized representatives, employees, invitees, or guests) to occupy or use all or any part of the proposed assignment Premises without first obtaining Landlord’s consent which Landlord may withhold in its sole discretion. If Tenant is a partnership, corporation, limited liability company, tenancy in common or sublease instrumentother group or entity, at least ninety a withdrawal or change (90voluntary, involuntary or by operation of law) days of any owner of an interest in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard)Tenant, or (iii) to terminate this Lease Agreement as to the space so affected as sale or transfer of the date so specified by Tenant in which event Tenant will any such interest, shall be relieved of all obligations arising thereafter as to such spacedeemed a voluntary assignment. Any rent Further, any dissolution, merger, consolidation or other payments otherwise due Tenant as a result reorganization of assignment Tenant, or subletting sale or other transfer of all or any portion substantially all of the Leased Premises assets of Tenant shall be deemed a voluntary assignment. The preceding restriction on transfer of ownership interests shall not apply to sales of stock in corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant from its subtenants in excess of the rent due Landlord payable by Tenant to Landlord under this Lease (allocated on such space hereunder a square footage basis in cases of partial subleasing) shall be payable as additional rent paid to Landlord by Tenant promptly upon receipt by TenantLandlord, and any sums to be paid by an assignee to Tenant hereby assigns all rights it might have or ever acquire in any such proceeds consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landlord should fail to notify consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, $500 or Landlord’s reasonable attomeys’ fees incurred in connection with such request, whichever is greater. No interest of Tenant in writing this Lease shall be assignable by involuntary assignment through operation of such election within said thirty law (30including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) day periodIf Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. Any assignment, sublease or encumbrance without the prior written consent of Landlord shall be deemed to have elected option (i) abovevoid, and, at the election of Landlord, shall be a default. No assignment consent by Landlord to any assignment, sublease or subletting encumbrance shall be a waiver of the requirement to obtain such consent with respect to any other or later assignment, sublease or encumbrance. Acceptance of rent or other performance by Tenant Landlord following an assignment, sublease or encumbrance, whether or not Landlord has knowledge of such assignment, sublease or encumbrance, shall relieve Tenant not constitute consent to the same nor a waiver of any obligation under this Lease Agreementthe requirement to obtain consent to the same. Any No assignment, sublease or encumbrance, with or without the prior written consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.Landlord, shall release Tenant from full and primary liability hereunder

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord written notice of such desiremay consider any factor, along with including but not limited to the name experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a copy net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assigmnent, subleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) the right to terminate this Lease Agreement as with respect to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any that portion of the Leased Premises in excess for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In connection with any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In Except as provided in paragraph (e) below, without the event prior written consent of Landlord, which will not be unreasonable withheld or delayed, Tenant shall desire not assign this Lease or sublet the Premises or any part thereof. Any attempted assignment or sublease by Tenant in violation of the terms and conditions of this paragraph shall be void and of no effect. If Tenant desires to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice of such desire, along thereof (together with the name all of the proposed assignee or sublessee and a copy terms of the proposed assignment or sublease instrumentsublease, the identify of the proposed transferee and sufficient financial information regarding the proposed transferee to permit Landlord to evaluate the creditworthiness thereof) at least ninety lease sixty (9060) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice and information within which to notify Tenant in writing that Landlord elects either to (i) to permit Tenant to assign this Lease or sublet such space, ; or (ii) refuse to refuse consent to such request to assign assignment or sublease such space (which refusal may be made by Landlord without regard and to any commercially reasonable standard), or (iii) to terminate continue this Lease Agreement in full force and effect as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordentire Premises. If Landlord should fail fails to notify Tenant in writing of such its election within said such thirty (30) day period, Landlord shall be deemed to have elected option (iii) above. No assignment or subletting by Anything to the contrary notwithstanding, Tenant shall relieve Tenant have the right to assign or sublease the Premises to any legal entity which is a wholly owned subsidiary, or an affiliate, a successor corporation or legal entity or which is the surviving entity following a merger, consolidation or reorganization of any obligation under this Lease Agreement. Any its form of organization (a "Permitted Assignee") without prior consent of the Landlord, but with thirty (30) days prior written notice to Landlord so long as such Permitted Assignee assumes the obligations of Tenant hereunder is subject and Tenant either agrees to receipt by remain liable hereunder or, if Tenant seeks to be released of its obligations hereunder, provides evidence at the time it notifies Landlord of an executed copy its intent to assign or sublet the Premises that the Permitted Assignee is of the sublease equal or assignmentgreater creditworthiness.

Assignment or Sublease. In Lessee shall have the event Tenant right to transfer and assign, in whole or in part, its rights and obligations in the building and property that are the subject of this Lease with the following exceptions (unacceptable businesses are automotive repair, restaurant, paint and body shop, private club, high personnel usage business or business in Lessor's sole opinion not compatible with the business complex). Lessee shall desire to not assign this Lease Agreement or sublet all or any part of the Leased Premises without the prior written consent of Lessor which consent shall not be unreasonably withheld. Lessor shall have the option, upon receipt from Lessee of written request for Lessor's consent to subletting or any part thereofassignment, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate cancel this Lease Agreement as to the space so affected as of the date so specified the requested subletting or assignment is to be effective. The option shall be exercised, if at all, within fifteen (15) days following Lessor's receipt of written notice by Tenant in which delivery to Lessee of written notice of Lessor's intention to exercise the option. In the event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of any assignment or subletting subletting, Lessee shall nevertheless at all times, remain fully responsible and liable for the payment of the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an "event of default' as defined below, if all or any portion part of the Leased Premises are then assigned or sublet, Lessor, in excess addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subtenant all rents becoming due to Lessee by reason of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantassignment or sublease, and Tenant hereby assigns Lessor shall have a security interest in all rights it might have or ever acquire in any such proceeds properties on the Leased Premises to Landlord. If Landlord should fail to notify Tenant in writing secure payment of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreementsums. Any consent collection directly by Lessor from the assignee or subtenant shall not be construed to constitute a notation or a release of Landlord hereunder is subject to receipt by Landlord Lessee from the further performance of an executed copy of the sublease or assignmentobligations wider this Lease.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or sublet the Leased Premises whole or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed Premises without in each case first obtaining Landlord's prior written consent, which consent may not be unreasonably conditioned, delayed or withheld. Tenant also acknowledges that any right of first refusal, option to extend the Term of this Lease, terminate this Lease, or any other options which Landlord has granted herein are particular to Tenant are not assignable or transferable to any assignee or sublessee and a copy under this Lease. In no event shall an assignment, subletting or other transfer of the proposed assignment Lease relieve Tenant of any of its obligations under this Lease. Consent to any such assignment, subletting or sublease instrument, at least ninety (90) days in advance transfer shall not operate as a waiver of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard necessity for consent to any commercially reasonable standard)subsequent assignment, subletting or (iii) transfer. If such consent is requested, Landlord reserves the right to terminate this Lease, or, if consent is requested for subletting less than the entire Premises, to terminate this Lease Agreement as with respect to the space so affected as portion for which such consent is requested, at the proposed effective date of such subletting. In the event of any such termination, Landlord may enter into the relationship of Landlord and Tenant with any such subtenant or assignee, based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. If Tenant is a corporation, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of a majority of its outstanding voting stock, or power to vote a majority of its outstanding voting stock, shall constitute an assignment for the purpose of this Section 15; provided, however, for the purposes of this Section 15, a public offering of stock registered with the SEC, shall not constitute a transfer. If Tenant is a partnership, limited liability company, or other entity, any transfer of this Lease by merger, consolidation, liquidation, dissolution, or any change in the ownership of a majority of the date so specified by Tenant in which event Tenant will be relieved ownership and/or economic interests shall constitute an assignment for the purpose of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentSection 15.

Assignment or Sublease. A. Consent by Landlord: Except as specifically provided in Section 18.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, occupied or used by anyone other than Tenant, or permit any person to succeed to any interest in this Lease or the Premises (all of the foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant shall desire desires to assign this Lease Agreement or sublet the Leased Premises or any part thereofeffectuate a Transfer, Tenant shall give deliver to Landlord written notice (i) executed counterparts of such desire, along any agreement and of all ancillary agreements with the name proposed transferee, (ii) current financial statements of the transferee covering the preceding three (3) years if available, (iii) the nature of the proposed assignee or sublessee and transferee’s Exhibit 10.6 business to be carried on in the Premises, (iv) a copy statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant unless publicly available. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed assignment or sublease instrumenttransferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, at least ninety (90) days in advance of Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the date on which Tenant desires to make such assignment or subleaseproposed Transfer. Landlord shall then have a fifteen (15) day period of thirty (30) days following receipt of such notice all the foregoing within which to notify Tenant in writing that Landlord elects either to: (i) terminate this Lease as to the portion of the Premises proposed to be transferred (other than with respect to a Permitted Transfer), if the portion of the Premises proposed for Transfer, together with any portion of the affected floor within the Building then subject to another Transfer, is for more than seventy five percent (75%) (cumulatively, for the proposed Transfer and all other Transfers then in effect with respect to such floor) of the rentable square footage of such floor, or the Transfer then under consideration is for more than seventy five percent (75%) of the remaining Lease Term (not taking into account Option Terms which have not yet commenced); (ii) permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease Transfer such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), the named transferee on the terms and conditions set forth in the notice; or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordrefuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) the 15-day periodperiod described in the immediately prior sentence, Landlord shall be deemed to have elected option (iii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed Transfer was to commence, and from such date forward, Base Monthly Rent shall be adjusted based on the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises before exercise of Landlord’s election to terminate, and Tenant’s Allocable Share of all other costs and charges shall be adjusted in accordance with Section 9.E based upon the remaining rentable area of the Premises. No In the event Landlord does not elect option (i) above, Landlord’s consent to the proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease in the case of an assignment (or in the case of a Transfer of less than all of Tenant’s interest in this Lease or a sublease, the financial obligations under such Transfer) and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer agreement, if it is a sublease, conforms to the requirements of Section 18.I below or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than two (2) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; and (v) Tenant reimburses Landlord on demand for all costs that may be incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed transferee and legal costs incurred in connection with the granting or denial of any requested consent, not to exceed Two Thousand Five Hundred Dollars ($2,500) per Transfer request. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole and absolute discretion. Tenant shall reimburse Landlord on demand for all costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent, not to exceed Two Thousand Five Hundred Dollars ($2,500) per Hypothecation request. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or subletting by other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or other legal entity, the sale, assignment, cancellation, surrender, exchange, conversion or any other transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 18.E below, the foregoing provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange if the transfer of stock is not in connection with a transaction or series of transactions which would result in Tenant no longer being publicly traded on a public stock exchange. If Tenant is an entity, any sale of all or substantially all of its assets shall be deemed an assignment of this Lease. Subject to Section 18.E below, if Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall relieve be deemed a Transfer. Tenant acknowledges and agrees that the provision of any obligation under this Lease Agreement. Any consent Section 18 are not unreasonable standards or conditions for purposes of Landlord hereunder is subject to receipt by Landlord of an executed copy Section 1951.4 of the sublease California Civil Code, as amended from time to time, under bankruptcy laws, or assignmentfor any other purpose.

Assignment or Sublease. In the event Except as expressly permitted below, Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or sublet the Leased whole or any part of the Premises without in each case first obtaining Landlord's prior written consent, which consent may not be unreasonably conditioned, delayed or withheld. Tenant also acknowledges that any right of first refusal, option to extend the Term of this Lease, terminate this Lease, or any other options which Landlord has granted herein are particular to Tenant are not assignable or transferable to any assignee or sublessee under this Lease, except to a Permitted Transferee. In no event shall an assignment, subletting or other transfer of the Lease, other than a transfer to a Permitted Transferee, relieve Tenant of any of its obligations under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. If such consent is requested, Landlord reserves the right to terminate this Lease, or, if consent is requested for subletting less than the entire Premises, to terminate this Lease with respect to the portion for which such consent is requested, at the proposed effective date of such subletting, in which event Landlord shall enter into the relationship of Landlord and Tenant with any such subtenant or assignee, based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. If Tenant is a corporation, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of a majority of its outstanding voting stock, or power to vote a majority of its outstanding voting stock, shall constitute an assignment for the purpose of this Section 15; provided, however, for the purposes of this Section 15, a public offering of stock registered with the SEC, shall not constitute a transfer. If Tenant is a partnership, any transfer of this Lease by merger, consolidation, liquidation, dissolution, or any change in the ownership of a majority of the partnership interests shall constitute an assignment for the purpose of this Section 15. Tenant shall have the right, without Landlord's consent, to sublet or assign the Premises or any part thereofthereof to any subsidiary of Tenant or to any entity which controls or is under the common control of Tenant ("Permitted Transferee"). Furthermore, provided that the successor to Tenant shall give Landlord written notice resulting from a merger, consolidation or other corporate restructuring has a net worth of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety Twenty Million Dollars (90$20,000,000) days in advance of the date on which Tenant desires or ten percent (10%) equity to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such spacetotal assets, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard Landlord's consent to any commercially reasonable standard), such subletting or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will assignment shall not be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentrequired.

Assignment or Sublease. A. Consent by Landlord: Except for the AOL Sublease and Hewlett Packard Sublease or as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the event Tenant shall desire desires to assign this Lease Agreement or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice (i) executed counterparts of such desire, along any agreement and of all ancillary agreements with the name proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed assignee or sublessee and transferee's business to be carried on in the Premises, (iv) a copy statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed assignment or sublease instrumenttransferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, at least ninety (90) days in advance of Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the date on which Tenant desires to make such proposed assignment or sublease. Landlord shall then have a eight (8) business-day period of thirty (30) days following receipt of such notice all the foregoing within which to notify Tenant in writing that Landlord elects either to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all of space in the Premises (provided, however, that Landlord shall not have the right to terminate on any sublease or assignment expiring, including any options in favor of sublessee/assignee, more than three (3) years prior to the Lease Expiration Date, including any options under this Lease which have been exercised by Tenant); (ii) permit Tenant to assign or sublet such space, (ii) space to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), the named assignee/subtenant on the terms and conditions set forth in the notice; or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordrefuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) the 8-business day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease or transfer was to commence, and from such date forward, Base Monthly Rent and all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Buildings. No In the event Landlord elects option (ii) above, Landlord's written consent to the proposed assignment or subletting sublease shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iii) the proposed sublease will not result in there being more than two (2) subtenants within the Premises at any time during the Lease Term; (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs (not to exceed $2,000.00 per occurance) incurred in connection with the granting of any requested consent; and (v) Tenant shall relieve Tenant of not have advertised or publicized in any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy way the availability of the sublease Premises without prior notice to Landlord. In the event all or assignmentany one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage or encumber this Lease Agreement or nor sublet the Leased Premises whole or any part thereofof the Demised Premises without in each case first obtaining Landlord’s written consent, Tenant which shall give not be unreasonably withheld or delayed, provided however it shall not be deemed unreasonable for Landlord written notice of such desireto withhold its consent if (i) the business, along with the name proposed use, reputation or financial condition of the proposed assignee or sublessee and subtenant is not satisfactory to Landlord in the exercise of its reasonable judgment, or (ii) the proposed rental under a copy sublease is for less than the then asking Rent in the Building unless such sublease is to an affiliate of Tenant, or the Building is then 95% occupied. Any of the proposed assignment or sublease instrumentforegoing acts without such consent of Landlord shall be void and shall, at least ninety (90) days in advance the option of the date on which Tenant desires Landlord, constitute a default that entitles Landlord to make terminate this Lease. Should Landlord grant such consent no such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation liability under this Lease AgreementLease. Any consent of Landlord hereunder is subject Consent to receipt by Landlord of an executed copy any such assignment or subletting shall not operate as a waiver of the necessity for consent to any subsequent assignment or subletting, and the terms of such consent shall be binding upon any person holding by, under or through Tenant. In addition to and not in limitation of the foregoing in the event Landlord grants Tenant Landlord’s consent to sublease all or assignmenta portion of the Demised Premises, the terms of such lease shall not permit rental or other payments for such use or occupancy to be based in whole or in part on the net income or profit derived by any person from the premises subleased, used or occupied.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or sublet the Leased Premises whole or any part thereofof the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be unreasonably withheld or delayed except: (1) Landlord may withhold its consent if the assignee, subtenant or other transferee will not use the Premises for office purposes consistent with the maintenance and operation of a Class A office building or the Building; (2) Landlord may withhold in its absolute and sole discretion consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease or the Premises by Tenant shall give or any subtenant, whereby this Lease or any interest therein becomes collateral for any obligation of Tenant; and (3) Landlord written notice may withhold its consent to the extent Landlord determines necessary to comply with a public or private restriction on use of the Premises, the Building or the Land contained in any statute or ordinance or any lease, mortgage, or other agreement or instrument by which the Landlord is bound or to which any of such desireproperty is subject. No such assignment, along with the name sublease or other transfer shall relieve Tenant from any liability under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the proposed assignee necessity for consent to any subsequent assignment, subletting or sublessee and a copy transfer. In lieu of granting any such consent, Landlord reserves the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which right to notify Tenant in writing within five (5) days of receipt of Tenant's request for Landlord's consent that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) intends to terminate this Lease Agreement as or, in the case of a subletting of less than all the Premises, to terminate this Lease with respect to such portion of the space so affected Premises, as of the proposed effective date so specified by Tenant of such subletting or assignment, in which event Tenant will may withdraw its request for consent by so notifying Landlord within five (5) days of Landlord's notice of intent to terminate, or Tenant may allow Landlord to terminate this Lease, in which case Landlord may enter into the relationship of landlord and tenant with such proposed assignee or subtenant (subject to the agreement of such proposed assignee or subtenant) based upon the Rent and other compensation and terms agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. In connection with each request for an assignment or subletting, Tenant shall pay $500.00 for the cost of processing such assignment or subletting, including attorneys' fees, upon demand of Landlord. Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. If Tenant is a partnership, conversion of Tenant to a limited liability company or partnership or to a corporation (or to another entity by which the parties in Tenant would be relieved of all obligations arising thereafter liability to any creditors of Tenant) shall constitute an assignment for purposes of this Section. The foregoing to the contrary notwithstanding, Landlord's consent shall not be required for any sublease or assignment by Tenant to a subsidiary or affiliate of Tenant so long as to such spacesubsidiary's or affiliate's use of the Premises is consistent with the maintenance and operation of a Class A office building along the Interstate 90 corridor in the City of Bellevue, Washington. Any rent A subsidiary or affiliate of Tenant shall mean an entity which controls, is controlled by or is under common control with Tenant. No such assignment, sublease or other payments otherwise due transfer shall relieve Tenant from any liability under this Lease. One-half (1/2) of any sums or other economic consideration received by Tenant as a result of such assignment or subletting of all subletting, however denominated under the assignment or sublease, which exceed, in the aggregate, (i) the Rent and Additional Rent Tenant is obligated to pay Landlord under this Lease over the same period (prorated to reflect obligations allocable to any portion of the Leased Premises in excess of the rent due Landlord subleased), plus (ii) any customary real estate brokerage commissions or fees paid by Tenant on to an unrelated licensed broker or agent to procure such space hereunder assignment or sublease, shall be payable as additional rent paid to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation as Additional Rent under this Lease Agreement. Any consent as and when the same are paid to Tenant without affecting or reducing any other obligations of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentTenant hereunder.

Assignment or Sublease. In Lessee shall not, voluntarily, by operation of law, or otherwise, assign, transfer, mortgage, pledge, or encumber this Lease or sublease the event Tenant Leased Premises or any part thereof, or allow any person other than Lessee, its employees, agents, servants and invitees, to occupy or use the Leased Premises or any portion thereof, without the express prior written consent of Lessor, such consent not to be unreasonably withheld, conditioned or delayed, and any attempt to do any of the foregoing without such written consent shall desire be null and void and shall constitute a default under this Lease. Lessor's consent to any assignment or sublease hereunder does not constitute a waiver of its right to consent to any further assignment or sublease. An assignment, with or without the express consent of the Lessor, shall not release the Lessee from its obligations pursuant to this Lease. If Lessee desires to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant Lessee shall give Landlord Lessor written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, desire at least ninety fifteen (9015) days in advance of the date on which Tenant Lessee desires to make such assignment or sublease. Landlord Lessor shall then have a period of thirty ten (3010) days following receipt of such notice within which to notify Tenant Lessee in writing that Landlord Lessor elects either (ia) to permit Tenant Lessee to assign this Lease or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may provided, however, if the rent agreed upon between Lessee and sub-lessee is greater than the Monthly Base Rent that Lessee must pay Lessor, fifty percent (50%) of such excess rent (less applicable expenses attributable to sub-leasing the Leased Premises) shall be made deemed additional rent owed by Landlord without regard Lessee and payable to any commercially reasonable standardLessor in the same manner that Lessee pays the Rent hereunder), or (iiib) to terminate refuse to consent to Lessee's assignment or subleasing such space and to continue this Lease Agreement in full force and effect as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the entire Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to LandlordPremises. If Landlord Lessor should fail to notify Tenant Lessee in writing of such election within said thirty the ten (3010) day period, Landlord Lessor shall be deemed to have elected option (ib) above. No In the event (and only in the event) the Lessor consents to an assignment by Lessee pursuant to this Paragraph, Lessee agrees to pay Lessor's actual reasonable attorney's fees associated with Lessor's review and documentation of any requested assignment or sublease hereunder regardless of whether Lessor consents to any such assignment or sublease. The acquisition of a controlling interest in the common stock of Lessee by a credit-worthy third- party shall not require the consent of Lessor. The acquisition of the all or a material portion of the assets of Lessee by a credit-worthy third-party shall not require the consent of Lessor, provided the third-party assumes all the obligations of Lessee pursuant to this Lease and agree to be bound by the terms and conditions hereof in writing. A merger of the Lessee with a credit-worthy third-party with the Lessee being the surviving entity shall not require the consent of the Lessor. A merger of the Lessee with a credit-worthy third-party with the third-party being the surviving entity shall not require the consent of the Lessor, provided the third-party assumes all the obligations of Lessee pursuant to this Lease and agree to be bound by the terms and conditions hereof in writing. In addition, the following shall apply to any such consensual assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.Lessee:

Assignment or Sublease. (a) Landlord shall have the right to transfer and assign this Lease along with any transfer or assignment, in whole or in part, of Landlord's rights and obligations in the Premises. In the event that Landlord transfers and assigns this Lease, provided that the transferee assumes all of Landlord's obligations under this Lease thereafter accruing, Landlord shall be released from all liability under this Lease arising after the effective date of the assignment. Tenant shall desire to not assign this Lease Agreement or sublet the Leased Premises all or any part thereofof the Premises without the prior written consent of Landlord, which consent shall be unreasonably withheld or delayed. Any request by Tenant for Landlord's consent to an assignment or sublease must be accompanied by: (1) a copy of the proposed assignment or sublease; (2) a written statement as to the proposed assignee or sublessee's intended use of the Premises; (3) a Xxxx and Bradstreet report or an equivalent report of the proposed assignee or sublessee in a form reasonably acceptable to Landlord; (4) financial statements including the most current annual income statement and balance sheet (as defined by generally accepted accounting practices) for the proposed assignee or sublessee (and Landlord shall give Landlord written notice observe the confidentiality of any such desirestatements which are not public); (5) at the Landlord's discretion, along with banking and business references for the name proposed assignee or sublessee; and (6) a description of the intended use of the Premises by the proposed assignee or sublessee and a copy satisfactory report from an environmental engineer, satisfactory to Landlord, concerning said use and the risks of environmental contamination resulting from the proposed use of the Premises by the assignee or subtenant. Landlord reserves the right to request such other information as reasonably necessary to qualify the proposed assignee or sublessee. Landlord agrees to respond to any request by Tenant for approval of an assignment or sublease instrumentsubletting within 15 days after receiving the request and the information described above. Notwithstanding the foregoing, at least ninety (90) days in advance of Tenant shall have the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant right to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard)wholly owned subsidiary or parent entity without the consent of Landlord, or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by provided that Tenant notifies Landlord in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent advance and delivers to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) the information regarding the transaction described above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises or sublease all or any part thereofof the Premises or allow any other person or entity (except Tenant’s authorized representatives, Tenant employees, invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent which Landlord shall give not unreasonably withhold. Landlord written notice of such desire, along with shall be deemed reasonable in withholding its consent if it determines in its sole discretion that: (i) the name financial net worth of the proposed assignee or sublessee and a copy of the proposed assignment sub lessee is not equal to or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected greater than Tenant’s financial net worth as of the date so specified of this Lease as increased by Tenant the increase in which event Tenant the Consumer Price Index, if any, between the date of this Lease and the date of the assignment or sublease; (ii) the intended use of the Premises by the proposed assignee or sub lessee is inconsistent, incompatible or competes with other uses in the Project; (iii) the intended use of the Premises by the proposed assignee or sub lessee will be relieved require more than insignificant alteration of all obligations arising thereafter the Premises; (iv) the intended use of the Premises by the proposed assignee or sub lessee will constitute a violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises or would involve the storage, use or keeping of Hazardous Materials (as to such spacedefined in Exhibit H attached hereto) in, on or about the Premises, the Common Areas or any other portion of the Project. Any rent assignment, encumbrance or other payments otherwise due Tenant as sublease without Landlord’s written consent shall be voidable and at Landlord’s election, shall constitute a result of default. Landlord’s waiver or consent to any assignment or subletting shall not relieve Tenant or any assignee or sub lessee from any obligation under this Lease whether or not accrued. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraph shall not apply to corporations the stock of which is traded through a public exchange. If Landlord shall consent to any assignment or any portion sublease of this Lease, one-half (50%) of all sums and other consideration payable to or for the benefit of the Leased Premises Tenant from its assignee or subtenant in excess of the rent due Landlord payable by Tenant on to Landlord under this Lease, or in the case of a sublease, in excess of the rent fairly allocable to such space hereunder subleased portion as reasonably determined by Landlord, shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds paid to Landlord, as and when such sums are due and payable. If Tenant requests Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed consent to have elected option (i) above. No a proposed assignment or subletting Tenant shall pay to Landlord, whether or not consent is ultimately given, $500.00 or Landlord’s reasonable attorneys’ fees incurred in connection with such request, whichever is greater. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including, without limitation, the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) If a writ of attachment or execution is levied on this Lease; or (c) If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall relieve Tenant of any obligation under have the right to elect to terminate this Lease, in which case this Lease Agreement. Any consent shall not be treated as an asset of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentTenant.

Assignment or Sublease. In the event Tenant shall desire desires to assign this Lease Agreement or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice executed counterparts of any such desire, along agreement and of all ancillary agreements with the name of the proposed assignee or sublessee subtenant, financial statements, and a copy of any additional information as reasonably required to determine whether Landlord will consent to the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty ten (3010) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such spacespace to the named assignee/subtenant on the terms and conditions set forth in the notice, or (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordconsent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) 10-day period, Landlord shall be deemed to have elected option (i) above. Any rent or other economic consideration realized by Tenant under any such sublease and assignment in excess of the rent payable hereunder, after the net unamortized cost of the Tenant Extra Improvements for which Tenant has itself paid, and reasonable subletting and assignment costs including brokerage commissions, shall be divided and paid fifty percent (50%) to Landlord and fifty percent (50%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. The above provisions relating to Landlord's right to terminate the Lease and relating to the allocation of bonus rent are independently negotiated terms of the Lease, constitute a material inducement for the Landlord to enter into the Lease, and are agreed as between the parties to be commercially reasonable. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreementexcept for obligations created by any subsequent amendment of this Lease to which Tenant is not a party. Any assignment or subletting which conflicts with the provisions hereof shall be void. Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord and Tenant) to the proposed assignment or sublease shall not be unreasonably withheld or delayed, provided and upon condition that: (i) in Landlord's reasonable judgment, the proposed assignee or subtenant is engaged in such a business, and the Premises, or the relevant part thereof, will be used in such a manner, that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a reputable company with sufficient financial worth and management ability to undertake the responsibility involved, and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease shall be in form reasonably satisfactory to Landlord; (iv) Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent not to exceed $1500 per request for assignment or sublease; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. Any assignment or transfer shall be made only if and shall not be effective until the assignee shall execute, acknowledge and deliver to Landlord hereunder is an agreement, in form and substance satisfactory to Landlord, whereby the assignee shall assume all of the obligations of this Lease on the part of Tenant to be performed or observed following the date of the assignment and shall be subject to receipt all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such sublease or assignment and the acceptance of rent or additional rent by Landlord from any subtenant or assignee, Tenant shall and will remain fully liable for the payment of an executed copy the rent and additional rent due, and to become due hereunder, for the performance of all of the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed except with respect to obligations of Tenant created by subsequent amendments of this Lease to which Tenant is not a party, and for all acts and omissions of any licensee, subtenant, assignee or any other person claiming under or through any subtenant that shall be in violation of any of the obligations of this Lease, and any such violation shall be deemed to be a violation by Tenant. Tenant shall further indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) resulting from any claims by any real estate brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. In the event of Tenant's default, Tenant hereby assigns all rents due from any assignment or subletting to Landlord as security for performance of its obligations under this Lease and Landlord may collect such rents as Tenant's Attorney-in-Fact, except that Tenant may collect such rents unless a default occurs as described in paragraph 22 above and Tenant has failed to cure such default within ten (10) days following notice of such default from Landlord. The termination of this Lease due to Tenant's default shall not automatically terminate any assignment or sublease then in existence. At the election of Landlord, the assignee or subtenant shall attorn to Landlord and Landlord shall undertake the obligations of the Tenant under the sublease or assignment; provided the Landlord shall not be liable for prepaid rent, security deposits or other defaults of the Tenant to the subtenant or assignee.

Assignment or Sublease. In Lessor shall have the event Tenant right to transfer and assign, in whole or in part, its rights and obligations in the Building and property that are the subject of this Lease. Lessee shall desire to not assign this Lease Agreement lease or sublet all or any part of the Leased Premises without the prior written consent of Lessor.* Lessor shall have the option, upon receipt from Lessee of written request for Lessor's consent to subletting or any part thereofassignment, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate cancel this Lease Agreement as to the space so affected as of the date so specified the requested subletting or assignment is to be effective. The option shall be exercised, if at all, within fifteen (15) days following Lessor's receipt of written notice by Tenant in which delivery to Lessee of written notice of Lessor's intention to exercise the option. In the event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of any assignment or subletting subletting, Lessee shall nevertheless at all times remain fully responsible and liable for the payment of the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an "event of default" as defined below, if all or any portion part of the Leased Premises are then assigned or sublet, Lessor, in excess addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subtenant all rents becoming due to Lessee by reason of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantassignment or sublease, and Tenant hereby assigns Lessor shall have a security interest in all rights it might have or ever acquire in any such proceeds properties on the Leased Premises to Landlord. If Landlord should fail to notify Tenant in writing secure payment of such election within said thirty (30) day period, Landlord sums. Any collection directly by lessor from the assignee or subtenant shall not be deemed construed to have elected option (i) above. No assignment constitute a novation or subletting by Tenant shall relieve Tenant a release of any obligation Lessee from the further performance of its obligations under this Lease Agreement. Any Lease.* Such consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentshall not be unreasonably withheld.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any such transaction unde1taken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord written notice of such desiremay consider any factor, along with including but not limited to the name experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a copy net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, subleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation ( and the following shall be deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) the right to terminate this Lease Agreement as with respect to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any that portion of the Leased Premises in excess for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In com1ection with any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In Lessor shall have the event Tenant right to transfer and assign, in whole or in part, its rights and obligations in the building and property that are the subject of this Lease. Lessee shall desire to not assign this Lease Agreement or sublet the Leased Premises all or any part thereofof the Premises without Lessor’s prior written consent which consent will not be unreasonably withheld or delayed. The transfer of a majority of shares, Tenant or partnership interests, or any other beneficial interests in the Lessee in Lessee will be deemed an assignment in violation of this Lease. Without limiting the generality of the foregoing, Lessor shall give Landlord have the option, upon receipt from Lessee of written request for Lessor’s consent to subletting or assignment, setting forth the date that the requested subletting or assignment is to be effective, to cancel this Lease as of such date. The option shall be exercised, if at all, within fifteen (15) days following Lessor’s receipt of such written request by delivery to Lessee of written notice of such desireLessor’s intention to exercise the option. Notwithstanding the foregoing or any other provision contained herein to the contrary, along with the name Lessor acknowledges and agrees that Lessee may assign its interest under this Lease or sublet all or any portion of the proposed assignee Premises to any entity controlling or sublessee and controlled by or under common control with Lessee or any successor to Lessee by purchase, merger, consolidation or reorganization (hereinafter, collectively referred to as a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either “Permitted Transfer”); provided (i) to permit Tenant to assign or sublet such spaceLessee is not then in default under this Lease beyond any applicable notice and cure period, (ii) to refuse such request to assign the Premises are not in any way adversely affected by the assignment or sublease such space (which refusal may be made by Landlord without regard to subletting. In the event of any commercially reasonable standard)assignment of subletting, or (iii) to terminate this Lease Agreement as to Lessee shall nevertheless at all times remain fully responsible and liable for the space so affected as payment of the date so specified by Tenant in which rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. In the event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent any sublease or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of where the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentassignment exceeds the rent or pro rate portion of the rent, as the case may be, for such space in the Lease, Lessee shall pay the Lessor monthly, as additional rent, at the same time as the monthly installments or rent hereunder, one-half (1/2) of the excess rent paid for the sublease or assignment over the rent in this Lease applicable to the subleased or assigned space. Lessor’s approval of any subtenant or assignee is conditioned upon there being no additional compliance required with all laws, rules and regulations of any governmental authority required of either the Lessor or the Lessee and such approval shall create no responsibility or liability on the part of the Lessor for any non-compliance with laws, rules and regulations of any governmental authority. Upon the occurrence of an “event of default” as defined below, if all or any part of the Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may at its option, collect directly from the assignee or subtenants all rents becoming due to Lessee by reason of the assignment or sublease, and Lessor shall have a security interest in all properties on the Premises to secure payment of such sums. Any collection directly by Lessor from any assignee or subtenant shall not be construed to constitute a novation or a release of Lessee from the further performance of its obligations under this Lease.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or sublet the Leased Premises whole or any part thereofof the Premises without in each case first obtaining the written consent of Landlord's Executive Director, which will be within the Executive Director's sole discretion. Notwithstanding the foregoing, Tenant shall give Landlord written notice of such desire, along with the name may sublease portions of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrumentPremises not being utilized by Tenant with Landlord's prior written consent, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or subleasewill not be unreasonably withheld. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant may condition its consent upon an increase in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard the Rent payable hereunder in an amount equal to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent subrental or other payments otherwise due consideration received by Tenant as a result of the subletting or assignment which is in excess of the Rent provided in Section 1(g) herein. No assignment, subletting or other transfer shall relieve Tenant of any liability under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. In connection with each request for an assignment or subletting subletting, Tenant shall: (i) submit in writing to Landlord the name and legal composition of the proposed subtenant or assignee, the nature of the proposed subtenant's or assignee's business to be carried on the Premises, the terms and provisions of the proposed sublease or assignment and such reasonable financial information as Landlord may request concerning the proposed subtenant or assignee; and (ii) pay the reasonable cost of processing such assignment or subletting, including attorneys' fees, upon demand of Landlord. Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. However, Tenant may upon written notice to Landlord, but without Landlord's consent, sublet all or any portion of the Leased Premises or assign the Lease to (a) a subsidiary, parent, affiliate, division or corporation controlled by or under common control with Tenant; (b) a successor corporation related to Tenant by merger, consolidation, reorganization or government action; (c) an entity which acquires all or substantially all of the assets of Tenant; or (d) upon prior written notice to Landlord, to a party that acquires Tenant's leasehold interest, provided that Tenant shall remain liable for the financial performance pursuant to the Lease (collectively "Permitted Transferee"). Landlord shall be entitled to receive any consideration in excess of the rent Rent due under the Lease ("Transfer Premium") with respect to any Permitted Transfer to any assignment, sublease, mortgage or encumbrance that Landlord by consents to. Tenant on shall pay Landlord any Transfer Premium hereunder within ten (10) days after such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt consideration is received by Tenant, . Landlord shall also have the right at any time during the Term to terminate the Lease and recapture the Premises or a portion of the Premises by giving written notice to Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day perioddays after receiving Tenant's written notice of any Permitted Transfer. Any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, or power to vote, a majority of its outstanding stock shall constitute an assignment for the purposes of this Section. Provided, however, if Tenant's stock becomes publicly held and Tenant provides Landlord with written notice thereof within thirty (30) days of the date of such transfers, the transfers of such stock from private to public ownership shall not be deemed to have elected option (i) abovean assignment for purposes of this Section. No Any transfer of this Lease by liquidation or involuntary transfer shall constitute an assignment for the purpose of this Section. This Lease or subletting any interest thereunder shall not be assignable or transferable by Tenant shall relieve Tenant operation of law or by any process or proceeding of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease court or assignmentotherwise.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord written notice of such desiremay consider any factor, along with including but not limited to the name experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a copy net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place, No assignment, subleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) the right to terminate this Lease Agreement as with respect to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any that portion of the Leased Premises in excess for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In connection with any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In the event Tenant shall should desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, desire at least ninety sixty (9060) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii1) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations arising thereafter under this Lease as to such space which occur after the date of such termination, or (2) to permit Tenant to assign this Lease or sublet such space. Any rent , subject, however, to (i) written approval of the proposed assignee or other payments otherwise due subtenant by Landlord and (ii) the requirement that Tenant enter into written agreements with Landlord, and with assignee or subtenant, that any profit realized by Tenant as a result of such assignment or subletting of all or any portion sublease with respect to the use and occupancy of the Leased Premises (meaning, in excess the case of an assignment, the consideration agreed upon between Tenant and assignee or, in the case of a sublease, the difference between the rental rate agreed upon between Tenant and subtenant and the rent then required to be paid under this Lease multiplied by the number of months in the term of the rent sublease) shall, to the extent such profit is immediate, be due Landlord and payable by Tenant on to Landlord upon the execution of an assignment or sublease, and, to the extent such space hereunder shall profit is deferred, be payable as additional rent to Landlord by Tenant promptly upon receipt by assignee or subtenant as it accrues, or (3) to refuse to consent to Tenant, 's assignment of this Lease or sublease of such space and Tenant hereby assigns all rights it might have or ever acquire to continue this Lease in any such proceeds full force and effect as to Landlordthe entire Leased Premises. If Landlord should fail to notify Tenant in writing of such election within said the stated thirty (30) day period, Landlord shall be deemed to have elected option (i3) above. No consent by Landlord to any assignment or subletting sublease shall be deemed to be consent to a use not permitted under this Lease, to any act in violation of this Lease, or to any other or subsequent assignment or sublease, and no assignment or sublease by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. Any sublease or assignment shall be subject to all the terms and conditions of this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this paragraph shall be void. Notwithstanding anything to the contrary contained in this Section 4.5, the consent of Landlord hereunder is subject need not be obtained for (i) any assignment or subletting to receipt by Landlord an Affiliate (defined below) of Tenant, (ii) any assignment of this Lease made in connection with the merger or consolidation of Tenant with or into any other corporation or entity, and (iii) an executed copy assignment of this Lease made in connection with a sale or transfer of a majority of the sublease assets and liabilities of Tenant, so long as, with respect to clauses (i), (ii) and (iii), (1) the assignee or assignment.sublessee shall be engaged in the same field of services as Tenant, (2) the assignee or sublessee is engaged in a business customarily acceptable for a tenant in a first class high-rise office building in Town Center, (3) any assignee shall assume all of the obligations of Tenant under this Lease, (4) at the time of such assignment or subletting, this Lease is in full force and effect and there is no breach under this Lease on the part of Tenant, (5) the assignee's or sublessee's proposed use of the Leased Premises is not in violation of this Lease, and (6) any assignee's shareholders' equity or net worth, as applicable, is equal to or greater than Tenant's shareholders' equity or net worth, as applicable, as of the Commencement Date (determined in accordance with generally accepted accounting principles) (such assignee or sublessee in clause

Assignment or Sublease. In the event Tenant shall desire not, directly or indirectly, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, nor permit the Leased Premises to be occupied by anyone other than Tenant or sublet the whole or any part of the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by operation of law or by any process or proceeding of any court, or otherwise, without the prior written consent of Landlord. Notwithstanding the foregoing, Tenant shall be permitted to assign this Lease Agreement Lease, or sublet the Leased Premises without landlord’s consent to an affiliate of Tenant (affiliate meaning an entity which controls Tenant, is controlled by tenant, or under common control with Tenant, including any subsidiary or parent of Tenant), or to a corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires substantially all of the assets of Tenant, or to any person or entity which acquires substantially all of the stock of Tenant. Following any assignment or sublease pursuant to this paragraph, Tenant will remain liable hereunder. The public sale or transfer of the common stock of Tenant shall not constitute an assignment under this Lease. If Tenant desires at any time to enter an assignment of this Lease or a sublease of the Leased Premises or any part portion thereof, where Landlord’s consent is required, Tenant shall first give Landlord written notice to Landlord of such desireTenant’s desire to do so, along with which notice shall contain (a) the name of the proposed assignee or sublessee subtenant, (b) the proposed merchandising plan for the assignee’s or subtenant’s business to be carried on in the Leased Premises in accordance with the uses permitted under Section 5 hereof, (c) the terms and a copy provisions of the proposed assignment or sublease instrumentsublease, at least ninety (90d) days in advance such financial information and past merchandising experience as Landlord may reasonably request concerning the proposed assignee or subtenant, including a resume of the date on which Tenant desires principals of the proposed assignee or subtenant, and (e) a check made payable to make such the order of Landlord for Seven Hundred Fifty and No/100 Dollars ($750.00) as a deposit toward Landlord’s costs incurred in conjunction with the processing and documentation of the proposed assignment or sublease. Tenant agrees to reimburse Landlord for Landlord’s reasonable attorneys’ fees incurred in conjunction with the processing and documentation of any such requested transfer, assignment, subletting, licensing or concession agreement, change of ownership or hypothecation of this Lease or Tenant’s interest in the Leased Premises, such costs and attorneys’ fees not to exceed $1,000. Tenant shall then have a period provide Landlord promptly with fully executed copies of thirty (30) days following receipt of such notice within which all assignments, subleases and related instruments. No consent by Landlord to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign any assignment or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease AgreementLease, whether arising before or after the assignment or sublease. Any The consent of Landlord hereunder is subject to receipt by Landlord of an executed copy to any assignment or sublease shall not relieve Tenant of the sublease obligation to obtain Landlord’s express written consent to any other assignment or assignmentsublease.

Assignment or Sublease. In the event Tenant shall desire desires to assign this Lease Agreement or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice executed counterparts of any such desire, along agreement and of all ancillary agreements with the name of the proposed assignee or sublessee subtenant, financial statements, and a copy of any additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease instrument, at least ninety (90) days in advance sublease. The notice shall give the name and current address of the date on which Tenant desires proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement and upon request to make such Tenant, Landlord shall be given additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so to affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations arising thereafter hereunder as to such space. Any rent , (ii) to permit Tenant to assign or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on sublet such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantthe named assignee/subtenant on the terms and conditions set forth in the notice, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds (iii) to Landlordrefuse consent. 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 (iii) above. Any rent or other economic consideration realized by Tenant under any such sublease and assignment in excess of the rent payable hereunder (including an allocation of the purchase price attributable to Tenant's leasehold interest in the event of a sale of the Tenant's business), after the net unamortized cost of the Tenant Improvements for which Tenant has itself paid, and reasonable subletting and assignment costs, shall be divided and paid sixty-seven percent (67%) to Landlord and thirty-three percent (33%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. The above provisions relating to Landlord's right to terminate the Lease and relating to the allocation of bonus rent are independently negotiated terms of the Lease, constitute a material inducement for the Landlord to enter into the Lease, and are agreed as between the parties to be commercially reasonable. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. Any consent of assignment or subletting which conflicts with the provisions hereof shall be void. If Landlord hereunder is subject exercises its option to receipt by Landlord of an executed copy terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (a) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (b) from and after such date, the rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or assignment.sublease shall not be unreasonably withheld or delayed, provided and upon condition that:

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or nor sublet the Leased Premises whole or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days Premises without in advance of the date on each case first obtaining Landlord's written consent which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard)withheld at Landlord's sole discretion. No such assignment, or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent subletting or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant transfer shall relieve Tenant of any obligation liability under this Lease AgreementLease. Any consent of Landlord hereunder is subject Consent to receipt by Landlord of an executed copy any such assignment, subletting or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. If such consent is requested, Landlord reserves the right to terminate this Lease, or, if consent is requested for subletting less than the entire Premises, to terminate this Lease with respect to the portion for which such consent is requested, at the proposed effective date of such subletting, in which event Landlord shall enter into the relationship of landlord and tenant with any such subtenant or assignee, based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. Each request for an assignment or subletting must be accompanied by a processing fee of $250 in order to reimburse Landlord for expenses, including attorneys fees, incurred in connection with such request. If Tenant is a corporation, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, or power to vote, a majority of its outstanding voting stock, shall constitute an assignment for the purpose of this Section. If Tenant is a partnership, any transfer of this Lease by merger, consolidation, liquidation, dissolution, or any change in the ownership of a majority of the partnership interests shall constitute an assignment for the purpose of this Section. Notwithstanding anything to the contrary in the foregoing, Tenant shall have the right to assign or sublease or assignmentto related entities, provided that at least 50% of the general partnership interests in each related entity are owned by the same people who own at least 50% of the general partnership interests in Tenant at the time of execution of this Lease. Landlord has given its consent to Tenant subleasing to Cable, Xxxxx & Xxxxxx.

Assignment or Sublease. In the event Tenant shall desire to not assign this Lease Agreement or sublet ---------------------- the whole or any part of the Leased Premises Premises, or permit any other person except agents and employees of Tenant to occupy the Leased Premises, or any part thereof, Tenant without the prior written consent of Landlord, which consent may not be unreasonably withheld. The term "assign" as used herein shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either include (i) to permit Tenant to assign or sublet such spaceany assignment of a part interest in this Lease, (ii) any assignment from any co- tenant to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard)another, or (iii) any change in control or ownership of Tenant, and (iv) if Tenant is a corporation, any type of transfer or assignment, whether by merger, consolidation, liquidation or otherwise, or any change in the ownership or control to terminate this Lease Agreement as to the space so affected as vote a majority of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such spaceTenant's outstanding voting stock. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion proposed use to be made of the Leased Premises by any permitted assignee or subtenant must be consistent with the use contemplated hereunder, and must be consistent with the use allowed under any applicable laws, orders or regulations of governmental authorities. Consent of Landlord to one or more assignments or subleases shall not operate as a release of Tenant's obligations hereunder, or as a waiver of Landlord's rights under this paragraph to deny any subsequent requests for assignment or subletting. Tenant agrees to reimburse Landlord up to $500.00 for all reasonable expenses incurred in excess of connection with any assignment or subletting, including but not limited to attorneys' fees, lender approval fees, management fees and a processing fee. Landlord shall have the unlimited right to assign or collaterally assign its interest under this Lease or the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent reserved hereunder, or to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have sell or ever acquire in otherwise transfer the Shopping Center or any portion thereof. In the event of any such proceeds to Landlord. If Landlord should fail to notify Tenant assignment, sale or transfer (except by way of security only), including a sale by foreclosure or deed in writing of such election within said thirty (30) day periodlieu thereof, Landlord shall be deemed entirely relieved of any and all liability under the terms and conditions of this Lease that accrue after the date of the assignment, sale or transfer; provided that any funds in the hands of Landlord at the time of such assignment, sale or transfer, in which Tenant has an interest, shall be turned over to have elected option (i) abovethe assignee or transferee. No assignment or subletting by In the event of any such sale, Tenant shall relieve Tenant attorn to and become the tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentLandlord's successor in interest.

Assignment or Sublease. In the event Tenant shall desire The Lessee covenants and agrees not to encumber or assign this Lease Agreement or sublet all or any part (including desk space or mailing privileges) of the Leased Premises without the written consent of the Lessor, which consent may be withheld by Lessor. Such assignment shall in no way relieve the Lessee from any obligations, covenants, and provisions of this Lease. If Lessor grants its consent to an assignment or subletting, rent under this Lease shall thereafter be the greater of (a) the rent payable as per terms and conditions of this Lease, or (b) the rent payable by the Assignee or Subtenant (including any consideration paid by Assignee or Subtenant). In no event shall Lessee assign or sublet the Leased Premises for any terms, conditions, and covenants other than those contained herein. In no event shall this Lease be assigned or be assignable by operation of Law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this lease or any part thereofrights or privileges hereunder be an asset of Lessee under any bankruptcy, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard)insolvency, or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will reorganizational proceedings. Lessor shall not be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of liable nor shall the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent subject to Landlord by Tenant promptly upon receipt by Tenantany mechanics, materialmens, or other type liens, and Tenant hereby assigns all rights it might have or ever acquire in Lessee shall keep the Leased Premises and land on which the Leased Premises are situated free from any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing liens which may occur because of such election within said thirty (30) day periodacts of Lessee, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of notwithstanding any obligation under this Lease Agreementforegoing provision. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease any subletting or assignment shall not be deemed a consent to any subsequent subletting or assignment. Any assignee, transferee, or purchaser shall agree in writing to be bound by and comply with the provisions of this Lease.

Assignment or Sublease. In the event Tenant shall Lessee should desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant except to a wholly owned affiliate of equal or greater net worth, Lessee shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, Lessor at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days prior written notice, which shall specify the terms and effective date thereof. Lessor shall have fifteen (15) days following receipt of such notice within which to notify Tenant Lessee in writing that Landlord Lessor elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iiia) to terminate this Lease Agreement as to the space so affected as of the effective date so specified by Tenant Lessee in which event Tenant Lessee will be relieved on such effective date of all obligations arising thereafter further obligation hereunder as to such space. Any rent , (b) to permit Lessee to assign or other payments otherwise due Tenant as a result sublet such space, subject, however, to subsequent written approval not to be unreasonably withheld of the proposed assignee or sublessee by Lessor, or (c) to refuse to consent (with reasonable cause only) to Lessee's proposed assignment or subletting of all or any portion of sublease and to continue this Lease in full force and effect as to the entire Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to LandlordPremises. If Landlord Lessor should fail to notify Tenant Lessee in writing of such election within said thirty such fifteen (3015) day period, Landlord Lessor shall be deemed to have elected option (ib) above. If Lessor elects to exercise option (b) above, Lessee agrees to provide, at its expense, direct access from the assignment or sublease space if less than the entire premises, to a public corridor of the Building. Lessee may assign this Lease or sublet all or a portion of the Leased Premises to a wholly owned affiliate of Lessee with written notice to Lessor but without Lessor's consent. No assignment or subletting by Tenant Lessee shall relieve Tenant Lessee of any obligation under this Lease AgreementLease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Lessee in violation of the sublease terms and covenants of this paragraph shall be void. In no event shall the proposed sublessee or assignmentassignee be an existing occupant of any space in the Building or Affiliate of any such occupant without Lessor's written consent.

Assignment or Sublease. In Landlord shall have the event right to transfer and assign, in whole or in part, its rights and obligation in the Building and property that are the subject of this lease. Tenant shall desire not assign this lease or sublet all or any part of the Leased Premises with out the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall have the right to assign this Lease Agreement or sublet without the Leased Premises or any part thereof, Tenant shall give prior written consent of the Landlord written notice of such desire, along with the name of if the proposed assignee or sublessee is, and a copy continues to be, an Affiliate of the proposed assignment Tenant, or sublease instrument, at least ninety (90) days in advance is an entity resulting from the merger or consolidation of the date on which Tenant desires to make with or into such assignment or subleaseentity. Landlord shall then have the option, upon receipt from Tenant of a period written request for Landlord's consent to subletting or assignment, to cancel this Lease as of that date which is thirty (30) days from receipt by Landlord of the request from Tenant to sublet or assign. The option of Landlord to cancel the Lease, as provided for above, shall be exercised, if at all, within fifteen (15) days following Landlord's receipt of such written notice, by delivering written notice within which of Landlord's intention to notify exercise the option to so cancel this Lease. In the event Tenant in writing that seeks the consent of Landlord elects either (i) to permit Tenant to assign an assignment or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as subleasing of the date so specified by Leased Premises, Tenant shall furnish or cause to be furnished to Landlord such financial data, credit information, trade or business information and other information respecting the proposed assignee or sublessee as Landlord may reasonably request in which event form and content reasonably satisfactory to Landlord. Tenant shall ensure that parking space requirements for assignee or sublessee will be relieved in accordance with parking space allotment stated in Section 6 (c). In the event of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of any assignment or subletting permitted by Landlord, Tenant nevertheless at all times, shall remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under the terms, provisions and covenants of this lease. Upon the occurrence of an "event of default" as defined below, if all or any portion part of the Leased Premises are then assigned or sublet. Landlord, in excess addition to any other remedies provided by this lease or provided by law, may at its option, collect directly from the assignee or subtenant all rents becoming due to Tenant by reason of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantassignment or sublease, and Tenant hereby assigns Landlord shall have a security interest in all rights it might have or ever acquire in any such proceeds properties on the Leased Premises to Landlord. If Landlord should fail to notify Tenant in writing secure payment of such election within said thirty (30) day period, sums. Any collection directly by Landlord from the assignee or subtenant shall not be deemed construed to have elected option (i) above. No assignment constitute a novation or subletting by a release of Tenant shall relieve Tenant from the further performance of any obligation its obligations under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.lease,

Assignment or Sublease. Lessor shall have the right to transfer and assign, in whole or in part, its rights and obligations in the building and property that are the subject of this Lease. Lessee shall not assign this Lease or sublet all or any part of the leased premises without the prior written consent of Lessor (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, Lessee may transfer and assign its rights and obligations, in whole or in part under this lease to any affiliate of Lessee without the consent of Lessor provided that such affiliate maintains the insurance required to be maintained by Lessee hereunder and if requested by Lessor shall provide Lessor with a Certificate of Insurance evidencing such coverage. In the event Tenant of any assignment or subletting, Lessee shall desire to assign nevertheless at all times remain fully responsible and liable for the payment of the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease Agreement or sublet Lease. Upon the Leased Premises occurrence of an "event of default" as defined below, if all or any part thereofof the leased premises are then assigned or sublet, Tenant Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subtenant all rents becoming due to Lessee by reason of the assignment or sublease, and Lessor shall give Landlord written notice have a security interest in all properties on the leased premises to secure payment of such desire, along with sums. Any collection directly by Lessor from the name assignee or subtenant shall not be construed to constitute a novation or a release of Lessee from the proposed further performance of its obligations under this Lease. Nothing contained herein shall allow any assignee or sublessee of Lessee to transfer and a copy assign, in whole or in part, its rights and obligations in the building and property that are the subject of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentwhatsoever.

Assignment or Sublease. A. Consent by Landlord: Except as specifically provided in this Section 17.E, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord. In the event Tenant shall desire desires to assign this Lease Agreement or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice (i) executed counterparts of such desire, along any agreement and of all ancillary agreements with the name proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed assignee or sublessee and transferee’s business to be carried on in the Premises, (iv) a copy statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed assignment or sublease instrumenttransferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, at least ninety (90) days in advance of Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the date on which Tenant desires to make such proposed assignment or sublease. Landlord shall then have a fifteen (15) day period of thirty (30) days following receipt of such notice all the foregoing within which to notify Tenant in writing that Landlord elects either to: (i) to terminate this Lease in the event the proposed sublease or assignment is for substantially all of space in the Premises; (ii) permit Tenant to assign or sublet such space, (ii) space to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), the named assignee/subtenant on the terms and conditions set forth in the notice; or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordrefuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) the 15-day period, Landlord shall be deemed to have elected option (iii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease or transfer was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Building. No In the event Landlord elects option (ii) above, Landlord’s written consent to the proposed assignment or subletting sublease shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; and (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Tenant shall relieve Tenant Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any obligation under this Lease Agreementrequested consent. Any Additionally, Tenant acknowledges that Landlord may condition its consent of Landlord hereunder is subject to receipt by Landlord of an executed copy any assignment or sublease upon the continued guaranty of the sublease Lease by Guarantor as defined in Lease Section 20 below. In the event all or assignmentany one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent.

Assignment or Sublease. In the event Tenant shall desire not, voluntarily, by operation of law, or otherwise, (i) assign, transfer, mortgage, pledge, or otherwise transfer or encumber (collectively, “assign”) all or any part of Tenant’s right and interest in this Lease or in the Leased Premises or (ii) sublease the Leased Premises or any part thereof without the prior written consent of Landlord, and any attempt to do any of the foregoing without such written consent shall be null and void and shall constitute a default under this Lease. Notwithstanding the foregoing, Tenant shall have the right to enter into a sublease with MS Medical Services, LLC (“Approved Subtenant”), so long as the sublease entered between Tenant and Approved Subtenant, is approved by Landlord, with Landlord acting reasonable, and does not conflict or violate any of the terms, conditions or provisions of this Lease. Notwithstanding anything to the contrary contained in this Lease, Landlord may disapprove, at Landlord’s sole but reasonable discretion, any proposed subtenant or proposed assignee (i) whose credit history or references from prior landlord(s) are unsatisfactory or (ii) whose use (in type or intensity) of the Leased Premises or any building in the Property (including occupancy and/or parking) would, in Landlord’s sole but reasonable, materially vary from that of Tenant or (iii) with whom Landlord would not normally enter into a direct lease, including, without limitation one which may (A) compete with or otherwise adversely affect a current or prospective tenant in the Building or in any building in the Property, a member of Landlord or a prospective purchaser of the Building or any building in the Property or (B) adversely affect the marketability, value or reputation of other leased space in the Building or in any building in the Property. Further notwithstanding anything to the contrary contained in this Lease, in no event shall Tenant assign this Lease or sublease the Leased Premises to any entity (i) engaged in the commercial real estate business, including, without limitation, property management, the brokerage, ownership or development of competitive properties, or the provision of “Executive Suites” or any similar arrangement or (ii) which would cause Landlord to be in default of another lease in the Building or Property. Landlord’s consent to any assignment or sublease hereunder does not constitute a waiver of its right to disapprove of any further assignment or sublease. If Tenant desires to assign this Lease Agreement or sublet sublease the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, desire at least ninety sixty (9060) days in advance of the date on which Tenant desires to make such assignment or sublease, together with a non-refundable fee of Seven Hundred Fifty Dollars ($750.00) (the “Administration Fee”) and a copy of the appropriate sublease or assignment documentation. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant Tenant, in which event Tenant will shall be relieved of all further obligations arising thereafter hereunder as to such space or (ii) to permit Tenant to assign this Lease or sublease such space. Any rent , or other payments otherwise due Tenant as a result of (iii) to refuse to consent to Tenant’s assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on subleasing such space hereunder shall be payable and to continue this Lease in full force and effect as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordthe entire Leased Premises. If Landlord should fail to notify Tenant in writing of such election within said the thirty (30) calendar day period, Landlord shall be deemed to have elected option (iiii) above. No If Landlord elects option (ii) above and approves the assignment or subletting sublease, then (i) if the rent agreed upon between Tenant and subtenant is greater than the Rent that Tenant is obligated to pay to Landlord under this Lease, fifty percent (50%) of the excess rent (exclusive of Tenant’s reasonable, documented costs of subleasing the Leased Premises, including, but not limited to, commissions, marketing costs and tenant improvements), shall be deemed Additional Rent owed by Tenant and payable to Landlord in the same manner that Tenant pays the Rent hereunder, (ii) Tenant shall be solely responsible for all costs, including but not limited to, the cost of any work required due to any changes in the building, fire or other municipal, state, or federal codes (including the Americans with Disabilities Act) after the date of this Lease, together with all costs of providing any additional certificate of occupancy required for the subleased space or assigned premises, and (iii) in the event of an assignment to a person or entity whose credit-worthiness or net-worth value is less than Tenant’s as of the Execution Date, in Landlord’s sole but reasonable discretion, then Landlord may require additional security from Tenant and/or such assignee as a condition precedent to Landlord’s approval of the assignment of the Lease. In addition to the Administration Fee, Tenant shall pay Landlord’s actual reasonable attorneys’ fees associated with any requested assignment or sublease hereunder regardless of whether Landlord consents to any such assignment or sublease. Except as provided in Subsection (i) below, assignment or subleasing by Tenant shall not relieve Tenant of any obligation obligations under this Lease, and Tenant shall remain fully liable hereunder. In the event Tenant desires to assign this Lease as part of a merger between Tenant and a third party, an intended result of which is that Tenant will be absorbed and will cease to exist as a separate business entity, Tenant shall provide written notification to such third party/assignee that (i) this Lease gives Landlord the right to require from such third party/assignee such security for the Lease as Landlord, in its sole but reasonable discretion, deems necessary for Landlord’s protection (the “New Security”, which Landlord may treat as part of the security provided by the Letter of Credit set forth in this Lease) and that (ii) if such third party/assignee does not provide New Security to Landlord within ten (10) business days of the later of the (A) completion of such merger or (B) the execution of a Lease assignment and assumption document by Tenant and assignee, then Landlord shall have the right to deem assignee in default under this Lease Agreementand to exercise all rights and remedies as are granted to Landlord under this Lease and under law. Any consent Intentionally Omitted If Tenant is not a public company that is registered on a national stock exchange or that is required to register its stock with the Securities and Exchange Commission under Section 12(g) of Landlord hereunder is the Securities and Exchange Act of 1934, any change in a majority of the voting rights or other controlling rights or interests of Tenant shall be deemed an assignment for the purposes hereof, and the provisions of this Section 10.01 shall fully apply. Notwithstanding the foregoing, Tenant shall have the right, subject to receipt by the conditions contained in this Section 10.01, including providing Landlord of an executed copy with prior notice of the assignment or sublease (but without the need for obtaining Landlord’s prior approval and consent), and also provided Tenant pays the Administration Fee to assign this Lease or assignmentsublet all or any portion of the Leased Premises to (i) any entity resulting from a merger or consolidation with Tenant; (ii) any entity succeeding to the business and assets of Tenant; (iii) any subsidiary or affiliate of Tenant; and (iv) any entity which is part of or affiliated with Tenant (any of the foregoing shall be deemed an “Affiliate”), so long as the Affiliate is at least as credit-worthy as Tenant, in Landlord’s sole but reasonable discretion, at the time of the transfer. Tenant shall not be released from liability under this Lease upon the assignment or sublease of the Lease to an Affiliate.

Assignment or Sublease. In Lessor shall have the event Tenant right to transfer and assign, in whole or in part, its rights and obligation sin the building and property that are the subject of this Lease and its rights and obligations under this Lease. Upon such an assignment, Lessor shall desire to be fully and automatically released from all obligations and liabilities under this lease. Lessee shall not assign this Lease Agreement or sublet the Leased Premises all or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee leased premises without the prior written consent of Lessor which consent shall not be unreasonably withheld. Lessor shall have the option, upon receipt from Lessee of written request for Lessor's consent to subletting or sublessee and assignment, to cancel this Lease or modify the lease for a copy portion of the proposed assignment or Premises in a sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified the requested subletting or assignment is to be effective. The option shall be exercised, if at all, within fifteen (15) days following Lessor's receipt of said written request from Lessee by Tenant in which delivery to Lessee of written notice of Lessor's intention to exercise the option. In the event Tenant will be relieved Lessor terminates this Lease pursuant to the preceding sentence, Lessor shall have the right to lease the premises to any entity whatsoever, including without limitation Lessee's proposed assignee or sublessee. In the event of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of any assignment or subletting subletting, Lessee shall nevertheless at all times, remain fully responsible and liable for the payment of the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. In the event that Lessor consents to any assignment or sublease of any portion of the Leased Premises Demised Premises, Lessee shall pay Lessor, within five (5) days of receipt, seventy-five percent (75%) fifty percent (50%) of the amount of rent payable by such sublessee or assignee in excess of the amount of rent payable by Lessee (net of costs associated with such sublease or assignment including but not limited to tenant improvements, commissions, free rent, and other concessions) hereunder with respect to the portion of the Demised Premises sublet or assigned. Lessee covenants and agrees to provide Lessor with a quarterly statement, prepared and verified by a certified public accountants, stating the amount of rent paid in cash or other non-cash considerations by its sublessee(s) or assignee(s) during such quarterly period. If such statement shows Lessee failed to make the full payments required by this Paragraph, a late charge equal to tent percent (10%) of the amount due Landlord by Tenant on such space hereunder shall be payable paid by Lessee as additional rent hereunder. Upon the occurrence of any "event of default" as defined below, if all or any part of the leased premised are then assigned or sublet, Lessor, in addition to Landlord any other remedies provided by Tenant promptly upon receipt this Lease or provided by Tenantlaw, may at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease and Lessor shall have a security interest in all properties on the leased premise to secure payment of such sums. Any collection directly by Lessor from the assignee or sublessee shall not be construed to constitute a novation or a release of Lessee from the further performance of its obligations under this Lease. Consent to one assignment or sublease shall not destroy or waive this provision, and Tenant hereby assigns all rights it might have later assignments and sublease shall likewise be made only upon the prior written consent of Lessor. Sublessees or ever acquire in any such proceeds assignees shall become liable to LandlordLessor for all obligations of the Lessee hereunder without relieving Lessee's liability hereunder. If Landlord should fail to notify Tenant in writing For purposes of such election within said thirty (30) day periodthis Paragraph 18, Landlord if Lessee is a corporation, a transfer of at least 50% of the voting shares of Lessee shall be deemed to have elected option (i) aboveas assignment of this lease. No assignment If Lessee is a joint venture, general partnership or subletting by Tenant shall relieve Tenant limited partnership, a transfer of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy 50% or more of the sublease or assignmentinterests held by the general partner(s) of Lessee shall be deemed as assignment of this lease. See Special Stipulation #51.

Assignment or Sublease. In Subject to the event Tenant shall desire rights of the Master Landlord and the restrictions contained in the Master Lease in connection with a Transfer, Subtenant is not entitled to assign assign, mortgage, hypothecate or otherwise transfer all or any part of its interest in this Lease Agreement or Sublease, nor sublet the Leased Sublease Premises or any part thereof, Tenant shall give Landlord nor enter into license agreements with respect thereto, nor permit occupancy thereof by any person other than Subtenant and its employees, without in each case first procuring the written notice consent of such desire, along with the name consent of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or subleaseSublandlord. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal That consent may be made withheld by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant Sublandlord in which event Tenant will be relieved of all obligations arising thereafter as to such spaceits sole and absolute discretion. Any rent attempted assignment, subletting, license, mortgage, hypothecation or other payments otherwise due Tenant as a result of assignment or subletting transfer of all or any part of Subtenant’s interest in this Sublease without Sublandlord’s prior written consent shall be void and shall, at the option of Sublandlord, terminate this Sublease. Subtenant shall reimburse Sublandlord for Sublandlord’s reasonable attorneys’ fees incurred in connection with the processing and documentation of this Sublease, including the cost of obtaining Master Landlord’s consent to this Sublease in an amount not to exceed Two Thousand Five Hundred Dollars ($2,500.00), and of any such requested assignment, subletting, license, mortgage, hypothecation or other transfer of all or any part of Subtenant’s interest in this Sublease. Notwithstanding the foregoing, Subtenant may assign this Sublease or sublet the Premises or any portion thereof, with Sublandlord’s prior written consent (which shall not be unreasonably withheld) to any corporation which controls, is controlled by or is under common control with Subtenant, to any corporation resulting from a merger or consolidation with Subtenant, or to any person or entity which acquires all the assets of Subtenant’s business as a going concern; provided, however, that the assignee or sublessee assumes the obligations of Subtenant hereunder, and Subtenant remains fully liable hereunder, and the use of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentremains unchanged.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or sublet the Leased Premises whole or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be withheld except, (1) Landlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee assignee, subtenant or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either other transferee; (i) is not consistent with the maintenance and operation of a first-class office building due to permit Tenant to assign the proposed occupant's nature or sublet such spacemanner of conducting business, (ii) is likely to refuse such request cause disturbance to assign the customary use and occupancy of the Building by other tenants, their employees, customers, clients or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard)other guests or visitors, or (iii) is not reasonably deemed by Landlord to terminate be financially responsible, (2) Landlord may withhold, in its absolute and sole discretion, consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease Agreement as by Tenant or any subtenant, whereby this Lease or any interest therein becomes collateral for any obligation of Tenant or any other person; and (3) Landlord may withhold its consent to the space so affected as extent Landlord determines necessary to comply with a restriction on use of the date so specified by Tenant Premises, the Building or the Property contained in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent any lease, mortgage, or other payments otherwise due Tenant as a result of assignment agreement or subletting of all instrument by which the Landlord is bound or to which any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) aboveproperty is subject. No assignment such assignment, subletting or subletting by Tenant other transfer shall relieve Tenant of any obligation liability under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. Landlord reserves the right to terminate this Lease Agreementin the event of a requested assignment, subletting or transfer of this Lease by Tenant. Any In the event less than the entire Premises are to be subleased, Landlord retains the right to terminate this Lease with respect to the portion of the Premises for which such consent is requested, at the proposed effective date of such subletting, in which event Landlord shall enter into the relationship of Landlord hereunder and Tenant with any such subtenant or assignee as to the subleased portion, based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. In connection with an assignment or subletting, Tenant shall pay the reasonable cost of processing such assignment or subletting, including attorneys fees, upon demand of Landlord. Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. If Tenant is subject a corporation, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, a majority of its outstanding voting stock shall constitute an assignment for the purpose of this Section 17. Notwithstanding anything herein to receipt by the contrary, Landlord of an executed copy of shall not reasonably withhold its consent to the sublease or assignment.following transfers:

Assignment or Sublease. In Lessor shall have the event Tenant right to transfer and assign, in whole or in part, its rights and obligations in the Building and property that are the subject of this Lease. Lessee shall desire to not assign this Lease Agreement Lease, or allow it to be assigned, in whole or in part by operation of law or otherwise, or mortgage or pledge the same, or sublet the Leased Premises, or any part thereof, without the prior written consent of Lessor, such consent not to be unreasonably withhold if Permitted Use remains the same, and in no event shall any such assignment or sublease ever release Lessee from any obligation or liability hereunder. No assignee or Sublessee of the Leased Premises or any portion thereof may assign or sublet the Leased Premises or any part portion thereof. Lessor shall have the option, Tenant shall give Landlord upon receipt from Lessee of written notice of such desirerequest for Lessor's consent to subletting or assignment, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance to cancel this Lease as of the date on which Tenant desires the requested subletting or assignment is to make such assignment or subleasebe effective. Landlord The option shall then have a period of be exercised, if at all, within thirty (30) days following Lessor's receipt of such written notice within which by delivery to notify Tenant in writing that Landlord elects either (i) Lessee of written notice of Lessor's intention to permit Tenant to assign or sublet such spaceexercise the option. Upon the occurrence of any "event of default" as defined below, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of if all or any portion part of the Leased Premises are then assigned or sublet, Lessor, in excess addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subLessee all rents becoming due to Lessee by reason of the rent due Landlord by Tenant assignment or sublease and Lessor shall have a security interest in all properties on such space hereunder shall be payable as additional rent the Leased Premises to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing secure payment of such election within said thirty (30) day period, Landlord sums. Any collection directly by Lessor from the assignee or subLessee shall not be deemed construed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant constitute a release of any obligation Lessee from the further performance of its obligations under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentLease.

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises or sublease all or any part thereofof the Premises or allow any other person or entity (except Tenant's authorized representatives, Tenant employees, invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which shall give not be unreasonably withheld, delayed or conditioned. In determining whether to consent to a proposed assignment or subletting, Landlord written notice may consider any commercially reasonable basis for approving or disapproving the proposed subletting or assignment, including without limitation any of such desirethe following: (i) whether the clientele, along with personnel or foot traffic which will be generated by the name business of the proposed assignee or sublessee is consistent in Landlord's reasonable opinion with the businesses of other tenants of the Building or the Project, (ii) whether the proposed assignee has a net worth and financial strength and credit record reasonably satisfactory to Landlord, and (iii) whether the use of the Premises by the proposed assignee or sublessee will violate or create any potential violation of any laws or a copy breach or violation of any other lease or agreement by which Landlord is bound. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease unless otherwise agreed in writing by Landlord. Any assignment, encumbrance or sublease without Landlord's written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for election of directors. The two proceeding sentences shall not apply to corporations the stock of which is traded through an exchange or over the counter. One half (1/2) of any rent received by Tenant from its subtenants or assignees in excess of the Rent payable by Tenant to Landlord under this Lease and of any sums to be paid by an assignee to Tenant in which is attributable to the leasehold interest, prepayment of rent or "buying down" rent (less the costs and expenses incurred by Tenant in connection with any such sublease or assignment) shall be paid to Landlord. If at the time of the proposed assignment or sublease instrumentsubletting, at least ninety (90) days in advance the Project is more than 15% vacant, then Tenant shall not charge less on the proposed assignment or subletting than 95% of the date on which Tenant desires rents being charged by Landlord for similar spaces in the Project. For purposes of this Section 19, the term "similar spaces in the Project" shall mean similar as to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such spacelocation of the floors(s) within the Project, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard)views, or (iii) types of tenant improvements and (iv) use. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord's reasonable out of pocket attorney's fees incurred in connection with such request, whichever is greater. Notwithstanding any other provision of this Section 19, Tenant may sublet all or part of the Premises to its parent corporation, if any; any subsidiary corporation of Tenant or its parent corporation; or any corporation or other entity owned or controlled by Tenant, its parent corporation of any subsidiary of Tenant (each an "Affiliate"). Furthermore, Tenant may assign this Lease to any Affiliates, or to any entity resulting from a merger or consolidation with Tenant, provided the assignee's financial condition (i.e., net worth and liquidity) is comparable to that of Tenant immediately preceding the date of the assignment. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt party; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant Lease, in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under case this Lease Agreement. Any consent shall not be treated as an asset of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentTenant.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord written notice of such desiremay consider any factor, along with including but not limited to the name experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a copy net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, subleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all Xxxxxxxxxx.xxx NNN Lease 23 or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) the right to terminate this Lease Agreement as with respect to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any that portion of the Leased Premises in excess for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In connection with any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In the event Tenant shall desire to assign not, without written consent of Landlord, in each case, assign, transfer, mortgage, pledge or otherwise encumber or dispose of this Lease Agreement Lease, or sublet the Leased Premises Property, or any part thereof, or permit the Property to be occupied by other persons. Such consent may be withheld for any reason. If this Lease is assigned, or if the Property, or any part thereof, be subject or occupied by any other person, firm, office or corporation, with or without written permission of Landlord, it will not relieve Tenant of any obligations under the terms of this Lease and if sublet, assigned or occupied without the Landlord's permission, this Lease may, at the option of the Landlord, be terminated by a seven (7) day written notice. Notwithstanding the prohibition set forth above, Tenant shall give Landlord written notice of such desirehave the right, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrumentwithout Landlord's consent, at least ninety (90) days in advance any time during the Initial Term or Renewal Terms of the date on which Tenant desires this Lease, to make such assignment assign or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which otherwise transfer this Lease and its rights hereunder to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign any entity controlling, controlled by, or sublet such spaceunder common control with Tenant, or (ii) to refuse such request to assign any entity into or sublease such space (with which refusal Tenant may be made by Landlord without regard to any commercially reasonable standard), merged or consolidated or (iii) any entity which shall be a successor of Tenant or to terminate this Lease Agreement as to the space so affected as any entity which has acquired or is acquiring ownership or control of the date so specified by business and assets of Tenant in which event at the Property. Notwithstanding the prohibition set forth above, Tenant will be relieved shall have the right, without Landlord's consent, at any time during the Initial Term or Renewal Terms of all obligations arising thereafter as this Lease, to such space. Any rent or other payments otherwise due Tenant as sublet a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord Property to any entity controlling, controlled by, or under common control with Tenant. Unless expressly agreed to by Landlord, any assignment or sublet by Tenant on such space hereunder pursuant to this paragraph shall be payable as additional rent to Landlord by not release Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation from its obligations under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentLease.

Assignment or Sublease. In the event Tenant shall desire not, voluntarily, by operation of law, or otherwise, assign, transfer, mortgage, pledge, or encumber this Lease or sublease the Leased Premises or any part thereof, or allow any person other than Tenant, its employees, agents, servants and invitees, to occupy or use the Leased Premises or any portion thereof, without the express prior written consent of Landlord, such consent not to be unreasonably withheld, and any attempt to do any of the foregoing without such written consent shall be null and void and shall constitute a default under this Lease. Notwithstanding the foregoing, in no event shall Tenant assign this Lease or sublease the Leased Premises to any entity engaged in the commercial real estate business, including, without limitation, property management or the brokerage, ownership or development of competitive properties. Landlord's consent to any assignment or sublease hereunder does not constitute a waiver of its right to consent to any further assignment or sublease. If Tenant desires to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, desire at least ninety sixty (9060) days in advance of the date on which Tenant desires to make such assignment or sublease, together with a non-refundable fee of Five Hundred Dollars ($500.00) (the "Transfer Fee"). Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iiia) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant Tenant, in which event Tenant will shall be relieved of all further obligations arising thereafter hereunder as to such space. Any , or (b) to permit Tenant to assign this Lease or sublet such space (provided, however, if the rent agreed upon between Tenant and subtenant is greater than the Monthly Base Rent that Tenant must pay Landlord, such excess rent shall be deemed additional rent owed by Tenant and payable to Landlord in the same manner that Tenant pays the Rent hereunder), or other payments otherwise due Tenant as a result of (c) to refuse to consent to Tenant's assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on subleasing such space hereunder shall be payable and to continue this Lease in full force and effect as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordthe entire Leased Premises. If Landlord should fail to notify Tenant in writing of such election within said the thirty (30) day period, Landlord shall be deemed to have elected option (ic) above. Tenant agrees to pay Landlord's actual reasonable attorney's fees associated with Landlord's review and documentation of any requested assignment or sublease hereunder regardless of whether Landlord consents to any such assignment or sublease. No assignment or subletting by Tenant shall relieve Tenant of any obligation obligations under this Lease AgreementLease, and Tenant shall remain fully liable hereunder. Any consent If Tenant is not a public company that is registered on a national stock exchange or that is required to register its stock with the Securities and Exchange Commission under Section 12(g) of Landlord hereunder is the Securities and Exchange Act of 1934, any change in a majority of the voting rights or other controlling rights or interests of Tenant shall be deemed an assignment for the purposes hereof. Notwithstanding the foregoing, Tenant shall also have the right with prior written notice to Landlord, but without Landlord's consent, and subject to receipt by Landlord of an executed copy the conditions contained herein, to assign the Lease or sublet all or any portion of the sublease Leased Premises to (a) any entity resulting from a merger or assignmentconsolidation with Tenant; (b) any entity succeeding to the business and assets of Tenant; (c) any subsidiary or affiliate of Tenant; and (d) any entity which is part of or affiliated with Pozen Inc. so long as such entity or affiliate shall be of at least the same net worth value and credit worthiness as Tenant, in Landlord's sole reasonable discretion, at the time of the assignment or sublease, and none of the same shall release Tenant and Tenant shall remain liable to Landlord for full performance of Tenant's obligations under this Lease.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or sublet the Leased Premises whole or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be withheld except, (1) Landlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee assignee, subtenant or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either other transferee: (i) is not consistent with the maintenance and operation of a first class office building due to permit Tenant to assign the proposed occupant's nature or sublet such spacemanner of conducting business, (ii) is likely to refuse such request cause disturbance to assign the customary use and occupancy of the Building by other tenants, their employees, customers, clients or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard)other guests or visitors, or (iii) is not reasonably deemed by Landlord to terminate be financially responsible; (2) Landlord may withhold, in its absolute and sole discretion, consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease Agreement as by Tenant or any subtenant, whereby this Lease or any interest therein becomes collateral for any obligation of Tenant or any other person; and (3) Landlord may withhold its consent to the space so affected as extent Landlord determines necessary to comply with a restriction on use of the date so specified by Tenant Premises, the Building or the Property contained in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent any lease, mortgage, or other payments otherwise due Tenant as a result of assignment agreement or subletting of all instrument by which the Landlord is bound or to which any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) aboveproperty is subject. No assignment such assignment, subletting or subletting by Tenant other transfer shall relieve Tenant of any obligation liability under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. Landlord reserves the right to terminate this Lease Agreementin the event of a requested assignment, subletting or transfer of this Lease by Tenant. Any In the event less than the entire Premises are to be subleased, Landlord retains the right to terminate this Lease with respect to the portion of the Premises for which such consent is requested, at the proposed effective date of such subletting, in which event Landlord shall enter into the relationship of Landlord hereunder and Tenant with any such subtenant or assignee as to the subleased portion, based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. In connection with an assignment or subletting, Tenant shall pay the reasonable cost of processing such assignment or subletting, including attorneys fees, upon demand of Landlord. Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. If Tenant is subject a corporation, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, a majority of its outstanding voting stock shall constitute an assignment for the purpose of this Section 17. Notwithstanding anything herein to receipt by the contrary, Landlord of an executed copy of shall not reasonably withhold its consent to the sublease or assignment.following transfers:

Assignment or Sublease. In the event Tenant shall desire to assign not sublet or encumber the whole or any part of the Premises, nor shall this Lease Agreement or sublet any interest thereunder be assignable or transferable by operation of law or by any process or proceeding of any court or otherwise without the Leased prior written consent of Landlord. As a material inducement to Landlord to execute and deliver this Lease, Tenant agrees it shall be reasonable under this Lease and under applicable law for Landlord to withhold consent to any proposed assignment, encumbrance or sublease if Landlord determines that any one or more, or the following applies (without limitation as to other reasonable grounds for withholding consent): (a) Landlord is not reasonably assured that the proposed transferee will fully, completely and promptly perform all obligations of Tenant under this Lease, (b) the transferee proposes to use the Premises for any purpose other than the permitted uses under this Lease, (c) the proposed transfer would cause Landlord to be in violation of any other lease or agreement to which Landlord is a party or would give any occupant of the Building either the right to cancel its lease or to make a claim against Landlord, (d) the proposed transferee fails to deliver to Landlord its written assumption for all of the obligations to be performed by Tenant under the Lease in connection with the portion of the Premises which is the subject of the proposed transferee, (e) if Tenant and all guarantors will not continue to remain liable on this lease or (f) the proposed transferee’s operating experience or reputation arc inconsistent with those of other tenants in the Building. Consent by Landlord to one assignment or subletting shall not operate as a waiver of the limitations set forth in this Section 18 as to future assignments or subleases. If Tenant requests Landlord’s consent to any assignment of this Lease or subletting of the Premises or any part portion thereof, Tenant shall give Landlord written notice Landlord, at its option, may elect to terminate this Lease as to the portion of such desire, along the Premises affected by the action for which consent is requested and enter into a direct lease with the name of the proposed assignee or sublessee and a copy of the proposed subtenant. Any assignment or sublease instrumentwithout Landlord’s prior written consent shall, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may Landlord’s option be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) abovevoid. No assignment or subletting sublease shall release Tenant from primary liability hereunder. Each assignment and sublease shall be by an instrument in writing in form satisfactory to Landlord. In addition Tenant agrees that if Tenant assigns its interest in this Lease or sublets the Premises, Tenant shall pay to Landlord one half (1/2) of any rent and any and all consideration received by Tenant shall relieve for such assignment or sublease received from the sublessee or assignee that exceeds the amount of the Rent (the “Excess Rent”). Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject may deduct from the Excess Rent all reasonable expenses incurred by Tenant attributable to receipt by Landlord of an executed copy of the sublease or assignment. If Tenant is a corporation, then any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, or power to vote the majority of Tenant’s outstanding stock, shall constitute an assignment for the purposes of this Lease. If Tenant is a partnership, then a change in general partners or voting or decision-making control or the partnership shall also constitute an assignment. Tenant shall also pay all legal fees and other costs incurred by Landlord in connection with Landlord’s consideration of Tenant’s request for approval of assignments or subleases, including assignments for security purposes. Notwithstanding anything to the contrary herein, a reorganization of or sale of shares between the existing shareholders of Tenant at the time of execution of this Lease (“Existing Shareholders”) shall not constitute an assignment for the purposes of this Lease, nor shall a sale of up to 50% of the voting shares in the Tenant’s outstanding stock to outside investors constitute an assignment for the purposes of this Lease if the Existing Shareholders or any one of them, retain control of the remaining 50% of the voting shares of stock. Notwithstanding anything above to the contrary, if the Lease Guarantee Agreement (Exhibit E) has expired, and Tenant wishes to sublease all of the Premises to an unrelated third party, Landlord may consider the current assets or the tangible net worth (determined in accordance with general accepted accounting principles, consistently applied by Tenant’s and the proposed transferee’s respective independent certified public accountants) of the proposed transferee and any guarantor, in determining whether to grant or withhold Landlord’s consent to the sublease.

Assignment or Sublease. In the event (a) Except for a Permitted Transfer (as defined in Subparagraph 19(f) below), Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet any portion of the Leased Premises or sublease all or any part thereofof the Premises or allow any other person or entity (except Tenant's authorized representatives, Tenant employees, invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall give not be unreasonably withheld, conditioned or delayed. In addition to any other commercially reasonable grounds upon which Landlord written notice may withhold its consent, Landlord shall be deemed reasonable in withholding its consent if it determines in its sole discretion that: (i) the intended use of such desire, along with the name of Premises by the proposed assignee or sublessee and a copy will be inconsistent with the typical office or warehouse improvements existing within the Premises or permitted to be constructed within the Premises pursuant to the terms of the proposed assignment this Lease; or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign the intended uses of the Premises by the proposed assignee or sublessee will constitute a violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises in violation of the terms of this Lease. Any assignment, encumbrance or sublease such space (which refusal may without Landlord's written consent shall be made by Landlord without regard voidable and at Landlord's election, shall constitute a default hereunder. Landlord's waiver or consent to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all shall not relieve Tenant or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have assignee or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of sublessee from any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease whether or assignmentnot accrued.

Assignment or Sublease. In the event Tenant shall desire desires to assign this Lease Agreement or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice executed counterparts of any such desire, along agreement and of all ancillary agreements with the name of the proposed assignee or sublessee subtenant, financial statements, and a copy of any additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease instrument, at least ninety (90) days in advance sublease. The notice shall give the name and current address of the date on which Tenant desires proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to make such Tenant, Landlord shall be given additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of thirty seven (307) business days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations arising thereafter hereunder as to such space. Any rent or other payments otherwise due Tenant as a result of ; provided that Landlord shall only be entitled to terminate this Lease in the event the proposed assignment or subletting of all or any portion sublease relates to more than fifty percent (50%) of the Leased Premises Building for a cumulative period of time in excess of three (3) years to the rent due Landlord by same subtenant, (ii) to permit Tenant on to assign or sublet such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantthe named assignee/subtenant on the terms and conditions set forth in the notice, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord(iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty seven (307) business-day period, Landlord shall be deemed to have elected option (iii) above. Any rent or other economic consideration realized by Tenant under any such sublease and assignment in excess of the Base Rental and Additional Rental payable hereunder (including an allocation of the purchase price in the event of a sale of the Tenant's business), after the net unamortized cost of the Tenant Extra Improvements for which Tenant has itself paid, and reasonable subletting and assignment costs, shall be divided and paid fifty percent (50%) to Landlord and fifty percent (50%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. Any consent of assignment or subletting which conflicts with the provisions hereof shall be void. If Landlord hereunder is subject exercises its option to receipt by Landlord of an executed copy terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (a) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (b) from and after such date, the rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or assignment.sublease shall not be unreasonably withheld or delayed, provided and upon condition that:

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises Premises, nor sublease all or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee Premises, nor allow any other person or sublessee and a copy entity (except Tenant's authorized representatives, employees, invitees, or guests) to occupy or use all or any part of the proposed tile Premises, without first obtaining Landlord's written consent which Landlord shall not unreasonably withhold, condition or delay. Any such assignment or sublease instrumentshall not relieve Tenant of any obligation hereunder and Tenant shall remain liable for the performance of each term hereof. Any assignment, encumbrance or sublease without Landlord's written consent shall be voidable and, at least ninety (90) days in advance Landlord's election, shall constitute a default. If Tenant is a partnership, withdrawal or change, voluntary, involuntary or by operation of law, of any partner, or the dissolution of the date on which partnership, shall be deemed a voluntary assignment. If Tenant desires to make such assignment consists of more than one person, a purported assignment, voluntary or sublease. Landlord shall then have a period involuntary or by operation of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as law from one person to the space so affected as of the date so specified other shall be deemed a voluntary assignment. All rent received by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises from its subtenants in excess of the rent due Landlord payable by Tenant on such space hereunder to Landlord under this Lease shall be payable as additional rent paid to Landlord Landlord, or any sums to be paid by an assignee to Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds consideration of the assignment of this Lease shall be paid to Landlord. If Landlord should fail Tenant requests Xxxxxxxx to notify consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord's reasonable attorney's fees incurred in connection with such request, whichever is greater. SEE ADDENDUM A-3 No interest of Tenant in writing this Lease shall be assignable by involuntary assignment through operation of such election within said thirty law (30including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) day periodIf Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors: or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall be deemed have the right to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under elect to terminate this Lease, in which case this Lease Agreement. Any consent shall not be treated as an asset of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentTenant.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of Landlord, which consent may be withheld in Landlord’s sole subjective discretion. Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord written notice of such desiremay consider any factor, along with including but not limited to the name experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a copy net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, subleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) the right to terminate this Lease Agreement as with respect to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any that portion of the Leased Premises in excess for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In connection with any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In the event 11.1 Tenant shall desire to not, directly or indirectly, without the prior written consent of Landlord (which consent shall not be unreasonably withheld), assign this Lease Agreement or sublet any interest herein or sublease the Leased Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant. Tenant shall give not, directly or indirectly, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of Law without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Any of the foregoing acts without prior written consent of Landlord written notice shall be void and shall, at the option of such desireLandlord, along with constitute a default that entitles Landlord to terminate this Lease. Without limiting or excluding other reasons for withholding Landlord's consent Landlord shall have the name right to withhold consent if it is not demonstrated to the satisfaction of Landlord that the proposed assignee or sublessee and a copy subtenant is financially able to perform all of the proposed obligations of Tenant under this Lease (as evidenced by financial statements and business and credit references acceptable to Landlord). Tenant agrees that the instrument by which any assignment or sublease instrument, at least ninety (90) days in advance to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a sublease, only insofar as such covenants relate to the portion of the Premises subject to the sublease) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce those covenants directly against the assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Tenant shall in all cases remain liable for the performance by any assignee or subtenant of all covenants and obligations of this Lease. Notwithstanding anything in this Article 11 or elsewhere in this Lease to the contrary, Tenant may assign or sublet the Premises, or any portion thereof, without consent, to any entity which controls, is controlled by or is under common control with Tenant, or to any entity resulting from the merger, initial public offering or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant as a going concern of the business that is being conducted on which Tenant desires to make the Premises, provided that before such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by effective said entity shall assume, in full, the obligations of Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentLease.

Assignment or Sublease. In the event Tenant shall should desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety sixty (9060) days in advance of prior notice, which shall specify the terms and effective date on which Tenant desires to make such assignment or sublease. thereof Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (ia) to terminate this Lease as to the space so affected as of the effective date specified by Tenant in which event Tenant will be relieved on such effective date of all further obligation hereunder as to such space, (b) to permit Tenant to assign or sublet such space, subject, however, to subsequent written approval of the proposed assignee or subtenant by Landlord, or (iic) to refuse such request to assign consent (with reasonable cause only) to Tenant’s proposed assignment or sublease such space (which refusal may be made by Landlord without regard and to any commercially reasonable standard), or (iii) to terminate continue this Lease Agreement in full force and effect as to the space so affected as of the date so specified entire Leased Premises. Tenant agrees to reimburse Landlord for attorneys’ fees and expenses incurred by Tenant it in which event Tenant will be relieved of all obligations arising thereafter as to connection with such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordsublease. If Landlord should fail to notify Tenant in writing of such election within said such thirty (30) day period, Landlord shall be deemed to have elected option (ib) above. If Landlord elects to exercise option (b) above, Tenant agrees to provide, at its expense, direct access from the assignment or sublease space to a public corridor of the Building. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Tenant in violation of the sublease or assignmentterms and covenants of this paragraph shall be void.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or sublet the Leased Premises whole or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the Premises without in each case first obtaining Landlord’s prior written consent. Such consent shall not be unreasonably withheld, conditioned or delayed. It shall not be deemed unreasonable for Landlord to withhold its consent if in Landlord’s reasonable judgment occupancy by any proposed assignee assignee, subtenant or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either other transferee: (i) is not consistent with the maintenance and operation of a first class office building due to permit Tenant to assign the proposed occupant’s nature or sublet such spacemanner of conducting business, (ii) is likely to refuse such request cause disturbance to assign the customary use and occupancy of the Buildings by other tenants, their employees, customers, clients or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard)other guests or visitors, or (iii) is not reasonably deemed by Landlord to terminate be financially responsible. Landlord may withhold, in its absolute and sole discretion, consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease Agreement by Tenant or any subtenant, whereby this Lease or any interest therein becomes collateral for any obligation of Tenant or any other person. Further, Landlord may withhold its consent, in its absolute and sole discretion, for any assignment or sublease to an existing tenant in the Buildings or to any prospective tenant with whom Landlord had recently had negotiations regarding space in the Buildings, so long as Landlord has competing space available. Finally, Landlord may withhold its consent to the space so affected as extent Landlord determines necessary to comply with a restriction on use of the date so specified by Tenant Premises, the Buildings or the Property contained in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent any lease, mortgage, or other payments otherwise due Tenant as a result agreement or instrument that was in effect on the Effective Date of assignment this Lease and by which the Landlord is bound or subletting of all or to which any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) aboveproperty is subject. No assignment assignment, subletting or subletting by Tenant other transfer shall relieve Tenant of any obligation liability under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. Notwithstanding anything to the contrary in this Article 19, Tenant may assign this Lease Agreementwithout Landlord’s consent as follows (each of which is a “Permitted Transfer”): (a) to an affiliate or an entity under common ownership or control with Tenant, (b) to any entity with which Tenant is merging, or (c) to a person or entity that purchases all or substantially all of Tenant’s assets or all or substantially all of the ownership interests in Tenant. Any Landlord reserves the right to terminate this Lease in the event that Landlord receives from Tenant a written request for assignment or subletting of this Lease or more than fifty percent (50%) of the Premises by Tenant, except that Landlord shall have no such right with respect to a Permitted Transfer. In the event more than fifty percent of the Premises but less than the entire Premises are to be subleased, Landlord retains the right to terminate this Lease with respect to the portion of the Premises for which such consent is requested, at the proposed effective date of such subletting, in which event Landlord shall enter into the relationship of Landlord hereunder and Tenant with any such subtenant or assignee as to the subleased portion, based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. Notwithstanding anything to the contrary herein, Landlord may only exercise the termination right described in this Section upon delivery of written notice to Tenant informing Tenant of Landlord’s intent to terminate and recapture. Tenant shall have ten (10) days after delivery of Landlord’s notice of same to rescind Tenant’s request from assignment or sublease in writing delivered to Landlord. If Tenant sends a timely rescission then Landlord’s notice of termination and recapture shall be nullified and of no further force and effect. In connection with an assignment or subletting for which Landlord’s consent is subject to receipt by required, Tenant shall pay the reasonable cost of processing such assignment or subletting, including attorneys’ fees, upon demand of Landlord. Tenant shall provide Landlord with copies of an executed copy of the sublease or assignmentall assignments, subleases and assumption instruments.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or sublet the Leased Premises whole or any part thereofof the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be unreasonably withheld or delayed and shall be considered given if not denied in writing with 10 business days of Tenant's request. Notwithstanding the foregoing, Tenant shall give Landlord written notice of such desirelandlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee, along subtenant or other transferee: (i) is not consistent with the name maintenance and operation of a first-class office building due to the nature of the proposed assignee occupant's business or sublessee and a copy the manner of conducting its BUSINESS OR ITS EXPERIENCE or reputation in the proposed assignment community, or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) is likely to refuse such request cause disturbance to assign or sublease such space the normal use and occupancy of the Building, (which refusal 2) Landlord may be made by Landlord without regard withhold in its absolute and sole discretion, consent to any commercially reasonable standard)mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease or the Premises by Tenant or any subtenant, whereby this Lease or any interest therein becomes collateral for any obligation of Tenant; and (3) Landlord may withhold its consent to the extent Landlord determines necessary to comply with a restriction on use of the Premises, the Building or the Land contained in any lease, mortgage, or (iii) other recorded agreement or instrument by which the landlord is bound or to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to any such spaceproperty is subject. Any rent No such assignment, subletting or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant transfer shall relieve Tenant of any obligation liability under this Lease AgreementLease. Any consent subleasing profits, after deducting Tenant's reasonable costs of Landlord hereunder is subject subletting, shall be the property of Landlord, Consent to receipt by Landlord of an executed copy any such assignment, subletting or shall not operate as a waiver of the sublease necessity for consent to any subsequent assignment, subletting or transfer. In lieu of granting any such consent for subleasing or assignment for the balance of the Lease term, for a full floor, Landlord reserves the right to terminate this Lease or, in the case of a subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such subletting or assignment, in which event Landlord may enter into the relationship of landlord and tenant with such proposed assignee or subtenant based upon the Rent and other compensation and terms agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. In connection with each request for an assignment or subletting, Tenant shall pay $300.00 for the cost of processing such assignment or subletting, including attorneys fees, upon demand of Landlord. Tenant shall provide Landlord with copieS of all assignments, subleases and assumption instruments.

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises or sublease all or any part thereofof the Premises or allow any other person or entity (except Tenant's authorized representatives, Tenant employees, invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent which Landlord shall give not unreasonably withhold. Landlord written notice of such desire, along with shall be deemed reasonable in withholding its consent if it determines in its sole discretion that: (i) the name financial net worth of the proposed assignee or sublessee and a copy of the proposed assignment is not equal to or sublease instrument, at least ninety (90) days in advance greater than Tenant's financial net worth as of the date on which Tenant desires to make such of this Lease as increased by the increase in the Consumer Price Index, if any, between the date of this Lease and the date of the assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standardNOTE: PREVIOUSLY TYPED LANGUAGE DELETED), or ; (iii) to terminate the intended use of the Premises by the proposed assignee or sublessee will require more than insignificant alteration of the Premises; (iv) the intended use of the Premises by the proposed assignee or sublessee will constitute a violation of this Lease Agreement or any governmental law, rule, ordinance or regulation governing the Premises or would involve the storage, use or keeping of Hazardous Materials (as to defined in Exhibit H attached hereto) in, on or about the space so affected as Premises, the Common Areas or any other portion of the date so specified by Tenant Project; or if (v) the proposed rent for the proposed assignee is less than the Rent then in which event Tenant will effect under the Lease; or (vi) the proposed assignee or sublessee is a tenant in the Project or has negotiated to be relieved of all obligations arising thereafter as to such spacea tenant in the Project any time in the six (6) months just preceding Tenant's request for Landlord's consent AND LANDLORD IS THEN LEASING A SIMILAR AMOUNT OF SPACE IN THE PROJECT. Any rent assignment, encumbrance or other payments otherwise due Tenant as sublease without Landlord's written consent shall be voidable and at Landlord's election, shall constitute a result of default. Landlord's waiver or consent to any assignment or subletting shall not relieve Tenant of any assignee or sublessee from any obligation under this Lease whether or not accrued. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraph shall not apply to corporations the stock of which is traded through a public exchange. If Landlord shall consent to any assignment or any portion sublease of this Lease, three-quarters (3/4) of all sums and other consideration payable to or for the benefit of the Leased Premises Tenant from its assignee or subtenant in excess of the rent due Landlord payable by Tenant on to Landlord under this Lease, or in the case of a sublease, in excess of the rent fairly allocable to such space hereunder subleased portion as reasonably determined by Landlord PLUS, IN EITHER CASE, THE LEGAL FEES, BROKERAGE COMMISSIONS AND TENANT-PAID ALTERATIONS REQUIRED TO CONSUMMATE SUCH ASSIGNMENT, shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds paid to Landlord, as and when such sums are due and payable. If Tenant requests Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed consent to have elected option (i) above. No a proposed assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any pay to Landlord, whether or not consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease ultimately given, $100 or assignmentLandlord's reasonable attorneys' fees incurred in connection with such request, whichever is greater.

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet any portion of the Leased Premises or sublease all or any part thereofof the Premises or allow any other person or entity (except Tenant’s authorized representatives, employees, invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. In addition to any other reasonable grounds upon which Landlord may withhold its consent, Landlord shall be deemed reasonable in withholding its consent if it determines in its sole discretion that: (i) the tangible net worth of the proposed assignee or sublessee, as shown on its most recently published, audited financial statement (or, if no such statement exists, as certified by its chief financial officer), is not equal to or greater than Two Hundred Million and No/100 Dollars ($200,000,000.00); (ii) the intended uses of the Premises by the proposed assignee or sublessee will either (a) constitute a violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises or (b) involve the storage, use or keeping of Hazardous Materials in, on or about the Premises in violation of the terms of this Lease, or (c) will require an alteration of the Premises in violation of the terms of this Lease; or (iii) the proposed assignee or sublessee is a tenant of Landlord in the Project or has negotiated to be a tenant of Landlord in the Project any time in the six (6) months just preceding Tenant’s request for Landlord’s consent. Any assignment, encumbrance or sublease without Landlord’s written consent shall be voidable and at Landlord’s election, shall constitute a default hereunder. Landlord’s waiver or consent to any assignment or subletting shall not relieve Tenant or any assignee or sublessee from any obligation under this Lease whether or not accrued. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 50% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 50% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraphs shall not apply to corporations the stock of which is traded through a public exchange. If Landlord shall consent to any assignment or sublease of this Lease, 50% of all sums and other consideration payable to or for the benefit of the Tenant from its assignees or subtenants in excess of the rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, as and when such sums are due and payable. If Tenant requests Landlord’s consent to an assignment or sublease, Tenant shall give Landlord written notice of such desiresubmit to Landlord, along with in writing, the name of the proposed assignee or sublessee subtenant and a copy the nature and character of the business of the proposed assignee or subtenant, the term, use, rental rate and all other material terms and conditions of the proposed assignment or sublease, including, without limitation, evidence satisfactory to Landlord that the proposed assignee or subtenant satisfies the financial criteria set forth in the first paragraph of this Paragraph 19, thirty (30) days prior to the proposed effective date of such assignment or sublease. Tenant shall also submit to Landlord a processing fee of One Thousand Dollars ($1,000.00) as a condition to Landlord reviewing Tenant’s proposed assignment or subletting materials. Landlord shall within ten (10) business days after Landlord’s receipt of such written request and information either (i) consent to or refuse to consent to such assignment or sublease instrumentin writing (but no such consent to an assignment or sublease shall relieve Tenant or any guarantor of Tenant’s obligations under this Lease of any liability hereunder), at least (ii) in the event of a proposed assignment of this Lease or a proposed sublease of the entire Premises for the entire remaining Term of this Lease, terminate this Lease effective the first to occur of ninety (90) days in advance following written notice of such termination or the date on which Tenant desires to make such that the proposed assignment or sublease. Landlord shall then proposed sublease would have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordcome into effect. If Landlord should fail to notify Tenant in writing of its decision within such election within said thirty ten (3010) business day periodperiod after the later of the date Landlord is notified in writing of the proposed assignment or sublease or the date Landlord has received all required information concerning the proposed assignee or subtenant and the proposed assignment or sublease, Landlord shall be deemed to have refused to consent to such assignment or sublease, and to have elected option to keep this Lease in full force and effect; provided, however, if Landlord shall be deemed to have refused to consent to such assignment or sublease as stated in this sentence above, Tenant may deliver to Landlord an additional request for Landlord’s consent to such assignment or sublease (i“Tenant’s Additional Assignment/Subletting Notice”). In the event Landlord fails to either approve or disapprove such assignment or sublease in accordance with the terms of this Lease within two (2) abovebusiness days following Landlord’s receipt of Tenant’s Additional Assignment/Subletting Notice, Landlord shall be deemed to have granted its consent to such assignment or sublease. Tenant acknowledges that the Tenant’s Additional Assignment/Subletting Notice will not be deemed given to Landlord unless the same contains the following language (in at least 12 point, bold face and all capital letters): "LANDLORD’S FAILURE TO EITHER APPROVE OR DISAPPROVE SUCH ASSIGNMENT OR SUBLEASE IN ACCORDANCE WITH THE TERMS OF THIS LEASE WITHIN TWO (2) BUSINESS DAYS FOLLOWING RECEIPT OF THIS NOTICE MAY RESULT IN LANDLORD BEING DEEMED TO HAVE CONSENTED TO SUCH ASSIGNMENT OR SUBLEASE PURSUANT TO PARAGRAPH 19 OF THE LEASE”. If Tenant requests Landlord’s consent to any such assignment or sublease, the assignment shall be on a form reasonably acceptable to Landlord, and Tenant shall pay Landlord, whether or not consent is ultimately given, any reasonable attorneys’ fees and other costs incurred in connection with the preparation, review and/or approval of such documentation. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including, without limitation, the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) If a writ of attachment or execution is levied on this Lease; or (c) If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. No assignment or subletting, occupancy or collection of rent from any proposed assignee or sublessee shall be deemed a waiver on the part of Landlord, or the acceptance of the applicable assignee or sublessee, as applicable, as Tenant, and no such assignment or subletting shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any assignee or sublessee remit directly to Landlord on a monthly basis, all monies due Tenant by said assignee or sublessee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Consent by Landlord to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee or sublessee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or sublessee or successor. Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant of liability under this Lease; provided, however, the foregoing is not intended to render any obligation such subsequent assignment or sublease effective, but rather to permit Landlord to execute any counterpart consent without first confirming that Tenant has consented to such assignment and/or sublease. Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section 1995.310. Notwithstanding the terms of this Paragraph 19, Tenant may effect an assignment or subletting, without Landlord’s consent, to any parent, subsidiary or affiliate entity which controls, is controlled by, or is under common control with, Tenant, or to any entity resulting from a merger or consolidation of Tenant, or to any person or entity which acquires all or substantially all of the assets of Tenant’s business as a going concern (a “Permitted Transferee”), provided that (a) Tenant delivers to Landlord, at least thirty (30) days prior to such transfer, written notice of same (unless such notice would violate applicable security laws and Landlord is unwilling to sign a non-disclosure statement), (b) the assignee (if applicable) assumes in full the obligations of Tenant under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy arising after the effective date of the sublease or assignmenttransfer, and (c) Tenant remains fully liable under this Lease (provided Tenant shall not be required to continue its existence for the sole purpose of complying with this clause (c) if this Lease would be Tenant’s only remaining liability and such transfer is not otherwise used as a subterfuge to avoid Tenant’ obligations hereunder).

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises or sublease all or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee Premises or sublessee and allow any other person or entity (except a copy successor by merger or acquisition which is continuing Tenant’s use, Tenant's authorized representatives, employees, invitees, or guests) to occupy or use all or any part of the proposed Premises without first obtaining Landlord's consent which consent shall not be unreasonably withheld for tenants meeting Landlord’s then existing standards for creditworthiness and use. No assignment or sublease instrumentshall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least ninety (90) days in advance 25% of the date on value of the assets of Tenant shall be deemed a voluntary assignment. The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant desires from its subtenants in excess of the Rent payable by Tenant to make such Landlord under this Lease shall be paid to Landlord (provided that Tenant may amortize the costs of leasing commissions and improvements made for the new tenant over the term of the assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of sublease in equal monthly installments without interest, and such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal amortization may be made by Landlord without regard to any commercially reasonable standarddeducted from the excess rent otherwise due Landlord), or (iii) any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. In lieu of granting consent to any proposed Transfer for which Tenant is required to obtain Landlord’s consent, Landlord reserves the right to terminate this Lease Agreement as or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the space so affected Premises, as of the proposed effective date so specified by Tenant of such Transfer, in which event Tenant will be relieved Landlord may enter into the relationship of all obligations arising thereafter as landlord and tenant with such proposed Transferee. Notwithstanding the foregoing, Xxxxxxxx’s recapture right shall not apply to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of sublease if (a) the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy term of the sublease ends at least 1 year prior to the end of the term of the Lease and contains no extension rights, and (b) the total area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant requests Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord's reasonable attorney's fees incurred in connection with such request, whichever is greater. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. 20.

Assignment or Sublease. In the event (a). Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises or sublease all or any part thereofof the Premises or allow any other person or entity (except Tenant's authorized representatives, Tenant employees, invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent which Landlord shall give not unreasonably withhold. Landlord written notice of such desireshall be deemed reasonable in withholding its consent 12 December 16, along with 1995 if it determines in its sole discretion that: (i) the name financial net worth of the proposed assignee or sublessee and a copy of the proposed assignment is not equal to or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected greater than Tenant's financial net worth as of the date so specified of this Lease as increased by Tenant the increase in which event Tenant the Consumer Price Index, if any, between the date of this Lease and the date of the assignment or sublease; (ii) the intended use of the Premises by the proposed assignee or sublessee is inconsistent or incompatible or competes with other uses in the Project; (iii) the intended use of the Premises by the proposed assignee or sublessee will be relieved require more than insignificant alteration (as defined in Paragraph 16.b of all obligations arising thereafter the Lease) of the Premises; (iv) the intended use of the Premises by the proposed assignee or sublessee will constitute a violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises or would involve the storage, use or keeping of Hazardous Materials (in addition to permitted Hazardous Materials as to such spacedefined in Exhibit H attached hereto) in, on or about the Premises, the Common Areas or any other portion of the Project. Any rent assignment, encumbrance or other payments otherwise due Tenant as sublease without Landlord's written consent shall be voidable and at Landlord's election, shall constitute a result of default. Landlord's waiver or consent to any assignment or subletting of all shall not relieve Tenant or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have assignee or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of sublessee from any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease whether or assignmentnot accrued.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or sublet the Leased Premises whole or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be unreasonably withheld except, (1) Landlord may withhold its consent if in Landlord's reasonable judgment occupancy by any proposed assignee assignee, subtenant or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either other transferee: (i) is not consistent with the maintenance and operation of a first-class office building due to permit Tenant to assign the proposed occupant's nature or sublet such spacemanner of conducting business, or (ii) is likely to refuse such request cause disturbance to assign the normal use and occupancy of the Buildings by other tenants, their employees, customers, clients or sublease such space other guests or visitors; (which refusal may be made by 2) Landlord without regard may, in its absolute and sole discretion, withhold consent to any commercially reasonable standard)mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease by Tenant or any subtenant, whereby this Lease or any interest therein becomes collateral for any obligation of Tenant or any other person; and (3) Landlord may withhold its consent to the extent Landlord reasonably determines necessary to comply with a restriction on use of the Premises, the Buildings or the Property contained in any lease, mortgage, or (iii) other agreement or instrument by which the Landlord is bound or to terminate this Lease Agreement as to the space so affected as which any of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such spaceproperty is subject. Any rent No such assignment, subletting or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant transfer shall relieve Tenant of any obligation liability under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. In the event Tenant intends to sublease space Tenant does not intend to use in the future, Tenant may so notify Landlord which may, at its option, terminate the Lease Agreementas to such space, in which event Landlord shall enter into the relationship of landlord and tenant with any such subtenant or assignee, based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. In connection with each request for an assignment or subletting, Tenant shall pay the reasonable cost of processing such assignment or subletting, including attorneys fees, upon demand of Landlord. Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. Any transfer of this Lease by acquisition, merger, consolidation or liquidation, or any change in the ownership of, or power to vote, a majority of Tenant's outstanding voting stock during any three (3) month period shall constitute an assignment for the purpose of this Section 17, provided Landlord must consent of to such an assignment if Landlord hereunder is subject to receipt by Landlord of an executed copy given prior written notice of the sublease event and if the successor Tenant has a net worth equal to or assignmentgreater than the net worth of Tenant on the execution of this Lease.

Assignment or Sublease. In the event Tenant shall Lessee should desire to assign this Lease Agreement lease or sublet the Leased Premises or any part thereof, Tenant shall Lessee agrees to give Landlord Lessor written notice of such desire, along with the name of desire (and the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, effective date thereof) at least ninety THIRTY (9030) days in advance of the date on which Tenant Lessee desires to make such assignment or sublease. Landlord Lessor shall then have a period of thirty FIFTEEN (3015) days following receipt of such notice within which to notify Tenant Lessee in writing that Landlord Lessor elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement lease as to the space so affected as of the date so specified by Tenant Lessee in which event Tenant Lessee will be relieved of all obligations arising thereafter further obligation hereunder as to such space. Any rent , or other payments otherwise due Tenant (ii) to permit Lessee to assign this lease or sublet such space, subject, however, to written approval of the proposed assignee or sublessee by Lessor, and further subject to the requirement that Lessee enter into written agreements with Lessor, and with Assignee or Sublessee, that any profit realized by Lessee as a result of such assignment or subletting sublease (meaning the consideration agreed upon between Lessee and Assignee or the difference between the rental rate agreed upon between Lessee and Sublessee and the rent then required to be paid under this lease multiplied by the number of all or any portion months in the term of the Leased Premises in excess sublease) shall, to the extent such profit is immediate, be due and payable by Lessee to Lessor upon the execution of an assignment or sublease, and, to the rent due Landlord extent such profit is deferred, be payable to Lessor by Tenant on Assignee or Sublessee as it accrues, or (iii) to refuse to consent to Lessee's assignment of this lease or sublease of such space hereunder shall be payable and to continue this lease in full force and effect as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordthe entire Premises. If Landlord Lessor should fail to notify Tenant Lessee in writing of such election within said thirty the stated FIFTEEN (3015) day period, Landlord Lessor shall be deemed to have elected option (iiii) above. No consent by Lessor to any assignment or subletting sublease shall be deemed to be consent to a use not permitted under this lease, to any act in violation of this lease, or to any other or subsequent assignment or sublease, and no assignment or sublease by Tenant Lessee shall relieve Tenant Lessee of any obligation under this Lease Agreementlease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Lessee in violation of the sublease or assignmentterms and covenants of Section 18 shall be void. LESSOR SPECIFICALLY APPROVES THE ASSIGNMENT OR SUBLEASE OF ALL OR A PORTION OF THE PREMISES TO AN AFFILIATE OR SUBSIDIARY OF LESSEE AT ANY TIME DURING THE PRIMARY TERM, OR ANY RENEWAL PERIODS WITH WRITTEN NOTICE TO LESSOR PROVIDED (I) USE OF THE PREMISES IS IN KEEPING WITH THE QUALITY OF OTHER USAGES IN THE BUILDING AND (II) SUCH AFFILIATE OR SUBSIDIARY HAS AN EQUAL OR GREATER FINANCIAL STANDING AS DOES LESSEE. WHERE LESSOR'S CONSENT IS REQUIRED, LESSOR WILL NOT UNREASONABLY WITHHOLD OR DELAY SUCH CONSENT. SUBLESSEE'S AND ASSIGNEES SHALL HAVE ACCESS TO USE LESSEE'S DIRECTORY BOARD STRIPS, LESSEE'S ONTRACT PARKING SPACES (AS ALLOTTED) AND AN ADDITIONAL MAILBOX AT AN ADDITIONAL COST, IF AVAILABLE.

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises or sublease all or any part thereofof the Premises or allow any other person or entity (except Tenant’s authorized representatives, Tenant employees, invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, which shall give not be unreasonably withheld, delayed or conditioned. In determining whether to consent to a proposed assignment or subletting, Landlord written notice may consider any commercially reasonable basis for approving or disapproving the proposed subletting or assignment, including without limitation any of such desirethe following: (i) whether the clientele, along with personnel or foot traffic which will be generated by the name business of the proposed assignee or sublessee is consistent in Landlord’s reasonable opinion with the businesses of other tenants of the Building or the Project, (ii) whether the proposed assignee has a net worth and financial strength and credit record reasonably satisfactory to Landlord, and (iii) whether the use of the Premises by the proposed assignee or sublessee will violate or create any potential violation of any laws or a copy breach or violation of any other lease or agreement by which Landlord is bound. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease unless otherwise agreed in writing by Landlord. Any assignment, encumbrance or sublease without Landlord’s written consent shall be voidable and at Landlord’s election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment. voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for election of directors. The two proceeding sentences shall not apply to corporations the stock of which is traded through an exchange or over the counter. One half (1/2) of any rent received by Tenant from its subtenants or assignees in excess of the Rent payable by Tenant to Landlord under this Lease and of any sums to be paid by an assignee to Tenant in which is attributable to the leasehold interest, prepayment of rent or “buying down” rent (less the costs and expenses incurred by Tenant in connection with any such sublease or assignment) shall be paid to Landlord. If at the time of the proposed assignment or sublease instrumentsubletting, at least ninety (90) days in advance the Project is more than 15% vacant, then Tenant shall not charge less on the proposed assignment or subletting than 95% of the date on which Tenant desires rents being charged by Landlord for similar spaces in the Project. For purposes of this Section 19, the term “similar spaces in the Project” shall mean similar as to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such spacelocation of the floors(s) within the Project, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard)views, or (iii) types of tenant improvements and (iv) use. If Tenant requests Landlord to consent to a proposed assignment or subletting. Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord’s reasonable out of pocket attorney’s fees incurred in connection with such request, whichever is greater. Notwithstanding any other provision of this Section 19, Tenant may sublet all or part of the Premises to its parent corporation, if any; any subsidiary corporation of Tenant or its parent corporation; or any corporation or other entity owned or controlled by Tenant, its parent corporation of any subsidiary of Tenant (each an “Affiliate”). Furthermore, Tenant may assign this Lease to any Affiliates, or to any entity resulting from a merger or consolidation with Tenant, provided the assignee’s financial condition (i.e., net worth and liquidity) is comparable to that of Tenant immediately preceding the date of the assignment. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt party; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant Lease, in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under case this Lease Agreement. Any consent shall not be treated as an asset of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentTenant.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or sublet the Leased Premises whole or any part thereofof the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be unreasonably withheld except: (1) Landlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee, Tenant shall give Landlord written notice of such desire, along subtenant or other transferee: (i) is not consistent with the name maintenance and operation of a first-class office building due to the nature of the proposed assignee occupant's business or sublessee and a copy the manner of conducting its business or its experience or reputation in the proposed assignment community, or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) is likely to refuse such request cause disturbance to assign or sublease such space the normal use and occupancy of the Building; (which refusal 2) Landlord may be made by Landlord without regard withhold in its absolute and sole discretion consent to any commercially reasonable standard)mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease or the Premises by Tenant or any subtenant, whereby this Lease or any interest therein becomes collateral for any obligation of Tenant; and (3) Landlord may withhold its consent to the extent Landlord determines necessary to comply with a restriction on use of the Premises, the Building or the Land contained in any lease, mortgage, or (iii) other agreement or instrument by which the Landlord is bound or to terminate this Lease Agreement as to the space so affected as which any of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such spaceproperty is subject. Any rent No such assignment, subletting or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant transfer shall relieve Tenant of any obligation liability under this Lease AgreementLease. Any consent of Landlord hereunder is subject Consent to receipt by Landlord of an executed copy any such assignment, subletting or transfer shall not operate as a waiver of the sublease necessity for consent to any subsequent assignment, subletting or transfer. In lieu of granting any such consent, Landlord reserves the right to terminate this Lease or, in the case of a subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such subletting or assignment, in which event Landlord may enter into the relationship of landlord and tenant with such proposed assignee or subtenant based upon the Rent and other compensation and terms agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. In connection with each request for an assignment or subletting, Tenant shall pay $300.00 for the cost of processing such assignment or subletting, including attorneys fees, upon demand of Landlord. Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. If Tenant is a corporation or partnership, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, or power to vote, a majority of its outstanding voting stock or partnership interests shall constitute an assignment for the purpose of this Section 17.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord written notice of such desiremay consider any factor, along with including but not limited to the name experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a copy net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, subleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would 0xx Xxxxx Lease otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) the right to terminate this Lease Agreement as with respect to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any that portion of the Leased Premises in excess for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In connection with any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In the event Tenant shall should desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, desire at least ninety TEN (9010) days in advance of the date on which Tenant desires to make such assignment or subleasesublet. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; Landlord shall be given additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease upon request to Tenant. Landlord shall then have a period of thirty to TEN (3010) days following receipt of such notice within which to notify Tenant in writing that Landlord landlord elects either (i) to permit Tenant to assign or sublet such spacespace to the named assignee/subtenant on the terms and conditions set forth in the notice, EXHIBIT B or (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordconsent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) 10-day period, Landlord shall be deemed to have elected option (i) above. Any rent or other consideration realized by Tenant under any such sublease and assignment in excess of the monthly rental installments payable hereunder, less reasonable subletting and assignment costs, shall be divided and paid SIXTY percent (60%) to Landlord and FORTY percent (40%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. Any assignment or subletting which conflicts with the provisions hereof shall be void. Landlord's consent of Landlord hereunder is subject (which must be in writing and in form reasonably satisfactory to receipt by Landlord of an executed copy of Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or assignment.delayed, provided and upon condition that:

Assignment or Sublease. In Except with the event prior written consent of Landlord, which consent Landlord may withhold in its sole di screti on, Tenant shall desire to not voluntarily (i) assign or in any xxxxx transfer this Lease Agreement or any estate or interest therein, (ii) permit any assignment of this Lease or any estate or interest therein by operation of l aw or otherwise, (iii) sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire(iv) grant any license, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent concession or other payments otherwise due Tenant as a result right of assignment or subletting occupancy of all or any portion of the Leased Premises in excess Premises, or (v) permit the use of the rent due Premises by any parties, other than Tenant, its managers, agents, employees, officers, licensees, or invitees. Any transfer of the Lease from Tenant by merger, consolidation, or dissolution or any change in ownership shall constitute an assignment for purposes of this Section. Tenant shall not mortgage, pledge, or otherwise encumber its interest in this Lease or in the Premises. Consent by Landlord by Tenant on such space hereunder to one or more assignments or sublettings shall not be a waiver of Landlord's rights as to any subsequent assignments and sublet ngs. Any approved transfer shall be payable as additional expressly subject to the terms and conditions of this Lease. In the event of any assignment or subl etting, Tenant shall remain fully responsible and liable for the payment of Rent and for compliance with all of Tenant's other obligations under this Lease. If an event of default occurs followi ng any approved transfer, Landlord, in addition to any other avail able remedies, may coll ect directly from Xxxxxx's assignee or subtenant all rents becoming due to Tenant and apply such amount against any sums due to Landl ord from Tenant. Tenant authorizes and di rects any assignee or subtenant to pay rent directly to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to of noti ce of default from Landlord. If Landlord should fail to notify No direct collecti on by Xxxxx ord from any assignee or subtenant shall constitute a novation or a release of Tenant in writing from the performance of such election within said thirty (30) day periodits remaining obligations under thi s Lease, Landlord nor shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy rent from any assignee, subtenant, or occupant of the sublease or assignmentPremises be a waiver of the covenant in this Lease prohibiting assignment and subletng.

Assignment or Sublease. In the event Tenant shall desire to not assign this Lease Agreement Lease, or any interest herein, or mortgage, pledge, encumber, hypothecate or otherwise transfer or sublet or allow any other person, firm or corporation to use or occupy the Leased Premises Premises, or any part thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or denied; provided however that Landlord shall have the right to apply such tests and make such investigations as it deems reasonable and necessary in determining the acceptability of any proposed assignee or subtenant, and without limiting the generality of the foregoing, such tests may include the financial background and business history; provided further that Tenant shall give provide to Landlord written notice of such desire, along with information as Landlord may reasonably require to enable it to determine the name acceptability of the proposed assignee or sublessee subtenant, including information concerning all of the foregoing matters, and a copy Landlord shall have no obligation to consent to any assignment or subletting unless it has received from Tenant (at no cost or expense to Landlord) the most recent financial statements (audited if and to the extent available) of the proposed assignee or subtenant and such other information as Landlord reasonably requires (all of the foregoing information is herein sometimes collectively referred to as the "Proposed Transfer Information"). It shall be reasonable for Landlord to withhold its consent to any assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either if (i) to permit Tenant to assign or sublet such spaceis in default under this Lease beyond any applicable notice and cure period, (ii) to refuse the proposed assignee or sublessee is a tenant in the Project and Landlord can accommodate such request to assign or sublease such tenant's space (which refusal may be made by Landlord without regard to any commercially reasonable standard)needs in the Project, or (iii) the financial responsibility, nature of business, and character of the proposed assignee or subtenant are not all reasonably satisfactory to terminate Landlord, it being agreed that the net worth and credit rating of Tenant shall be taken into account by Landlord in its review of the financial responsibility of the proposed assignee or subtenant, (iv) in the reasonable judgment of Landlord the purpose for which the assignee or subtenant intends to use the Premises (or a portion thereof) is not in keeping with Landlord's standards for the Building or are in violation of the terms of this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.any

Assignment or Sublease. A. Consent by Landlord: -35- Except as specifically provided in Section 18.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, occupied or used by anyone other than Tenant, or permit any person to succeed to any interest in this Lease or the Premises (all of the foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant shall desire desires to assign this Lease Agreement or sublet the Leased Premises or any part thereofeffectuate a Transfer, Tenant shall give deliver to Landlord written notice (i) executed counterparts of such desire, along any agreement and of all ancillary agreements with the name proposed transferee, (ii) current financial statements of the transferee covering the preceding three (3) years, (iii) the nature of the proposed assignee or sublessee and transferee’s business to be carried on in the Premises, (iv) a copy statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed assignment or sublease instrumenttransferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, at least ninety (90) days in advance of Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the date on which Tenant desires to make such assignment or subleaseproposed Transfer. Landlord shall then have a fifteen (15) day period of thirty (30) days following receipt of such notice all the foregoing within which to notify Tenant in writing that Landlord elects either to: (i) other than with respect to a Permitted Transfer, terminate this Lease as to the portion of the Premises proposed to be transferred, if the portion of the Premises proposed for Transfer, together with any portion of the affected Building then subject to another Transfer, is for more than fifty percent (50%) (cumulatively, for the proposed Transfer and all other Transfers then in effect and made within the thirty six (36) month period before Tenant’s request for consideration of the proposed Transfer) of the rentable square footage of such Building, and the Transfer then under consideration is for more than seventy five percent (75%) of the remaining Lease Term (not taking into account Option Terms which have not yet commenced); (ii) permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease Transfer such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), the named transferee on the terms and conditions set forth in the notice; or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordrefuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty the fifteen (3015) day period, Landlord shall be deemed to have elected option (iii) above (i.e. refused consent); provided, however that if after such fifteen (15) day period Tenant delivers another written notice to Landlord requesting consent to the proposed Transfer together with the information required to be submitted in connection with the Transfer, such notice states that it is a second notice as to which if Landlord does not respond within seven (7) business days Landlord will be deemed to have granted its consent, and Landlord has confirmed to Tenant that Landlord received such second notice and the submitted Transfer information, then if Landlord fails to respond to Tenant within seven (7) business days after delivery of the second notice and Landlord’s confirmation of receipt Landlord shall be deemed to have consented to the proposed Transfer. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises which is the subject of the proposed Transfer on the date upon which the proposed Transfer was to commence, and from such date forward, Base Monthly Rent shall be adjusted based on the proportion that the rentable area of the Premises remaining (taking into account its allocable share of the Amenities Building square footage) bears to the total rentable area of the Premises (taking into account its allocable share of the Amenities Building Square footage) before exercise of Landlord’s election to terminate, and Tenant’s Allocable Share of all other costs and charges shall be adjusted in accordance with Section 9.E based upon the remaining rentable area of the Premises. No In the event Landlord does not elect option (i) above, Landlord’s consent to the proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease in the case of an assignment (or in the case of a Transfer of less than all of Tenant’s interest in this Lease or a sublease, the financial obligations under such Transfer) and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer agreement, if it is a sublease, conforms to the requirements of Section 18.I below or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than one (1) subtenants or other occupants (not including employees) on any floor within a Building at any time during the Lease Term; (v) Tenant reimburses Landlord on demand for all reasonable costs that may be incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed transferee and legal costs incurred in connection with the granting or denial of any requested consent not to exceed Two Thousand Five Hundred Dollars ($2,500); and (vi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole and absolute discretion. Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or subletting by other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or other legal entity, the sale, assignment, cancellation, surrender, exchange, conversion or any other transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 18.D below, the foregoing provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is an entity, any sale of all or substantially all of its assets shall be deemed an assignment of this Lease. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall relieve be deemed a Transfer. Tenant acknowledges and agrees that the provision of any obligation under this Lease Agreement. Any consent Section 18 are not unreasonable standards or conditions for purposes of Landlord hereunder is subject to receipt by Landlord of an executed copy Section 1951.4 of the sublease California Civil Code, as amended from time to time, under bankruptcy laws, or assignmentfor any other purpose.

Assignment or Sublease. In the event (a) Tenant shall desire to not assign this Lease Agreement or sublet sublease the Leased Premises or any part thereofthereof or mortgage, pledge or hypothecate its leasehold interest or grant any concession or license within the Leased Premises (any such assignment, sublease, mortgage, pledge, hypothecation, or grant of a concession or license being hereinafter referred to in this Section 4.06 as a "Transfer") without the prior express written permission of Landlord, which will not be unreasonably withheld or delayed; provided, however, that Landlord's right to terminate this Lease as to any space for which Tenant requests permission to make a Transfer shall give not be limited, qualified or in any way affected by or subject to the agreement that permission will not be unreasonably withheld, it being understood and agreed that if Tenant requests Landlord's permission to make a Transfer, Landlord shall have the right, in its sole discretion, for any reason or for no reason, to terminate this Lease as to the space so affected as hereinafter provided. Any attempt to effect a Transfer without such permission of Landlord shall be void and of no effect. Tenant acknowledges that any assignment or sublease is also subject to the prior written notice consent of such desireany Landlord's Mortgagee (as defined in Section 4.10). Without limiting the generality of what may constitute reasonable grounds for withholding permission, along it is stipulated and agreed that during the initial eighteen (18) months of the Lease Term, a refusal to permit a Transfer to another tenant in the Building, or a refusal to permit a Transfer to a proposed assignee or sublessee with whom Landlord has been negotiating to lease space in the name Building shall be deemed reasonable. At all times a refusal to permit a Transfer that is related to the creditworthiness or financial condition of the proposed assignee or sublessee and shall be deemed reasonable. In order for Tenant to make a copy of the proposed assignment or sublease instrumentTransfer, Tenant must request in writing Landlord's permission within at least ninety sixty (9060) days in advance of the date on which Tenant desires to make such assignment or sublease. a Transfer, after which Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations arising thereafter hereunder as to such space. Any rent , (ii) to permit Tenant to assign or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion sublet such space, subject, however, to prior written approval of the proposed assignee or sublessee by Landlord, or (iii) to refuse consent to Tenant's requested Transfer and to continue this Lease in full force and effect as to the entire Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to LandlordPremises. If Landlord should shall fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (iiii) above. No assignment If Landlord elects to exercise option (ii) above, Tenant agrees to provide at its expense, direct access from any sublet space or subletting concession area to a public corridor of the Building. The prohibition against a Transfer contained herein shall be construed to include a prohibition against any Transfer by operation of law. Tenant shall relieve Tenant not cause or permit any advertisement for a proposed Transfer to be published without the prior approval of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy Landlord, and during the initial eighteen (18) months of the sublease or assignmentLease Term, no advertisement of a rental rate less than that which Landlord is then asking for similar space in the Building will be permitted.

Assignment or Sublease. In the event Tenant shall Lessee should desire to assign this Lease Agreement lease or sublet the Leased Premises or any part thereof, Tenant shall Lessee agrees to give Landlord Lessor written notice of such desire, along with the name of desire (and the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, effective date thereof) at least ninety THIRTY (9030) days in advance of the date on which Tenant Lessee desires to make such assignment or sublease. Landlord Lessor shall then have a period of thirty FIFTEEN (3015) days following receipt of such notice within which to notify Tenant Lessee in writing that Landlord Lessor elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement lease as to the space so affected as of the date so specified by Tenant Lessee in which event Tenant Lessee will be relieved of all obligations arising thereafter further obligation hereunder as to such space. Any rent , or other payments otherwise due Tenant (ii) to permit Lessee to assign this lease or sublet such space, subject, however, to written approval of the proposed assignee or sublessee by Lessor, and further subject to the requirement that Lessee enter into written agreements with Lessor, and with Assignee or Sublessee, that FIFTY PERCENT (50%) OF profit realized by Lessee as a result of such assignment or subletting sublease (meaning the consideration agreed upon between Lessee and Assignee or the difference between the rental rate agreed upon between Lessee and Sublessee and the rent then required to be paid under this lease multiplied by the number of all or any portion months in the term of the Leased Premises in excess sublease) shall, to the extent such profit is immediate, be due and payable by Lessee to Lessor upon the execution of an assignment or sublease, and, to the rent due Landlord extent such profit is deferred, be payable to Lessor by Tenant on Assignee or Sublessee as it accrues, or (iii) to refuse to consent to Lessee's assignment of this lease or sublease of such space hereunder shall be payable and to continue this lease in full force and effect as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordthe entire Premises. If Landlord Lessor should fail to notify Tenant Lessee in writing of such election within said thirty the stated FIFTEEN (3015) day period, Landlord Lessor shall be deemed to have elected option (iiii) above. No consent by Lessor to any assignment or subletting sublease shall be deemed to be consent to a use not permitted under this lease, to any act in violation of this lease, or to any other or subsequent assignment or sublease, and no assignment or sublease by Tenant Lessee shall relieve Tenant Lessee of any obligation under this Lease Agreementlease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Lessee in violation of the sublease or assignmentterms and covenants of Section 18 shall be void. LESSOR SPECIFICALLY APPROVES THE ASSIGNMENT OR SUBLEASE OF ALL OR A PORTION OF THE PREMISES TO AN AFFILIATE OR SUBSIDIARY OF LESSEE AT ANY TIME DURING THE PRIMARY TERM, OR ANY RENEWAL PERIODS WITH WRITTEN NOTICE TO LESSOR PROVIDED (I) USE OF THE PREMISES IS IN KEEPING WITH THE QUALITY OF OTHER USAGES IN THE BUILDING AND (II) SUCH AFFILIATE OR SUBSIDIARY HAS AN EQUAL OR GREATER FINANCIAL STANDING AS DOES LESSEE. WHERE LESSOR'S CONSENT IS REQUIRED, LESSOR WILL NOT UNREASONABLY WITHHOLD OR DELAY SUCH CONSENT. SUBLESSEE'S AND PINNACLE.WPD ASSIGNEES SHALL HAVE ACCESS TO USE LESSEE'S DIRECTORY BOARD STRIPS, LESSEE'S CONTRACT PARKING SPACES (AS ALLOTTED) AND AN ADDITIONAL MAILBOX AT AN ADDITIONAL COST, IF AVAILABLE.

Assignment or Sublease. In the event 17.1 Tenant shall desire to assign neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease Agreement or any interest therein, and shall not sublet the Leased said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall give not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord written notice shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of such desire, along with the name proposal and provides sufficient information about the financial standing and experience of the proposed assignee or sublessee and a copy of the proposed subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord's failure to timely consent to any assignment or sublease instrument, at least ninety (90) days in advance sublet is unreasonable shall be the remedy of the date on which specific performance and Tenant desires to make such assignment shall have no damage claim or sublease. further claim of any nature or cause of action against Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises Landlord's actions in excess of the rent due Landlord by Tenant on such space hereunder shall be payable refusing to timely consent, except a claim for legal fees and costs as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire provided in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.Section 51.1

Assignment or Sublease. In the event Tenant shall should desire to assign this Lease Agreement or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, except as provided in Article 7, or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, desire at least ninety thirty (9030) days in advance of the date on which Tenant desires to make such assignment or sublet. After Tenant has located a subtenant satisfactory to Tenant, it shall provide further notice to Landlord. This further notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of thirty five (305) working days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations arising thereafter hereunder as to such space. Any rent , (ii) to permit Tenant to assign or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on sublet such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantthe named assignee/subtenant on the terms and conditions set forth in the notice, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord(iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty five (305) working day period, Landlord shall be deemed to have elected option (iii) above. Except as provided below, any rent or other consideration realized by Tenant under any such sublease and assignment in excess of the monthly rental installments payable hereunder, and all expenses payable under Article 11 less reasonable subletting and assignment costs, and costs payable by Tenant to modify the premises to suit the sub-tenant, shall be divided and paid fifty percent (50%) to Landlord and fifty percent (50%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. Tenant shall first receive its subletting and modification costs without interest before dividing any excess profits with Landlord. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. Any consent of assignment or subletting which conflicts with the provisions hereof shall be void. If Landlord hereunder is subject exercises its option to receipt by Landlord of an executed copy terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (a) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (b) from and after such date, the rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's consent to the proposed assignment or assignment.sublease shall not be unreasonably withheld provided and upon condition that:

Assignment or Sublease. In Except with the event prior written consent of Landlord, which consent Landlord may withhold in its sole discretion, Tenant shall desire to not voluntarily (i) assign or in any manner transfer this Lease Agreement or any estate or interest therein, (ii) permit any assignment of this Lease or any estate or interest therein by operation of law or otherwise, (iii) sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire(iv) grant any license, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent concession or other payments otherwise due Tenant as a result right of assignment or subletting occupancy of all or any portion of the Leased Premises in excess Premises, or (v) permit the use of the rent due Premises by any parties, other than Tenant, its managers, agents, employees, officers, licensees or invitees. Any transfer of the Lease from Tenant by merger, consolidation or dissolution or any change in ownership shall constitute an assignment for purposes of this Section. Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or in the Premises. Consent by Landlord by Tenant on such space hereunder to one or more assignments or sublettings shall not be a waiver of Land lord 's rights as to any subsequent assignments and sublettings. Any approved transfer shall be payable as additional expressly subject to the terms and conditions of this Lease. In the event of any assignment or subletting, Tenant shall remain fully responsible and liable for the payment of Rent and for compliance with all of Tenant's other obligations under this Lease. If an event of de fault occurs following any approved transfer, Landlord, in addition to any other available remedies, may collect d irectly from Tenant's assignee or subtenant all rents becoming due to Tenant and apply such amount against any sums due to Land lord from Tenant. Tenant authorizes and d irects any assignee or subtenant to pay rent d irectly to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to of notice of default from Landlord. If No d irect collection by Landlord should fail to notify from any assignee or subtenant shall constitute a novation or a release of Tenant in writing from the performance of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation its remaining obligations under this Lease Agreement. Any consent of Landlord hereunder is subject to Lease, nor shall receipt by Landlord of an executed copy ofrent from any assignee, subtenant or occupant of the sublease or assignmentPremises be a waiver of the covenant in this Lease prohibiting assignment and subletting.

Assignment or Sublease. In the event Tenant shall should desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety thirty (9030) days in advance of prior notice, which shall specify the terms and effective date on which Tenant desires to make such assignment or subleasethereof. Landlord shall then have a period of thirty fifteen (3015) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (ia) to terminate this Lease as to the space so affected as of the effective date specified by Tenant in which event Tenant will be relieved on such effective date of all further obligation hereunder as to such space, (b) to permit Tenant to assign or sublet such space, subject, however, to subsequent written approval of the proposed assignee or sublessee by Landlord, or (iic) to refuse such request to assign consent (with reasonable cause only) to Xxxxxx’s proposed assignment or sublease such space (which refusal may be made by Landlord without regard and to any commercially reasonable standard), or (iii) to terminate continue this Lease Agreement in full force and effect as to the space so affected as entire Premises. Xxxxxx agrees to reimburse Landlord for attorneys’ fees and expenses incurred by it in connection with its review of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordsublease. If Landlord should fail to notify Tenant in writing of such election within said thirty such fifteen (3015) day period, Landlord shall be deemed to have elected option (ic) above. If Landlord elects to exercise option (b) above, Xxxxxx agrees to provide, at its expense, direct access from the assignment or sublease space to a public corridor of the Building as well as any additional fire-safing required by applicable building codes. If Landlord elects to exercise option (b) above, Tenant shall remain responsible for any Base Rental, Operating Cost Adjustment, Holdover Rent, and any additional rent due Landlord under this Lease. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Xxxxxx in violation of the sublease terms and covenants of this Section shall be void. Notwithstanding anything contained herein to the contrary, Landlord shall not, under any circumstances, be obligated to consent to any assignment or assignment.subletting by Xxxxxx

Assignment or Sublease. A. Consent by Landlord: Except as specifically provided in this Article 29, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord, which consent shall not be unreasonably withheld. In the event Tenant shall desire desires to assign this Lease Agreement or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice copies of any such desire, along proposed agreement and of all ancillary agreements with the name of the proposed assignee or sublessee subtenant, financial statements, and a copy of any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease instrument, at least ninety (90) days in advance sublease. The notice shall give the name and current address of the date on which Tenant desires proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to make such Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of thirty ten (3010) days following receipt of such notice the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations arising thereafter hereunder as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion space if the sublease is for the remainder of the Leased Premises in excess of the rent due Landlord by Lease term, (ii) to permit Tenant on to assign or sublet such space hereunder to the named assignee/subtenant on the terms and conditions set forth in the notice, or (iii) to refuse consent, which refusal shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to set forth Landlord's reasons therefore. If Landlord should fail to notify Tenant in writing of such election within said thirty ten (3010) day period, Landlord shall be deemed to have elected option (iiii) above. No If Landlord exercises its option to terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises for the remainder of the Lease term, then (i) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (ii) from and after such date, the Base Monthly Rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or subletting by sublease shall not be unreasonably withheld, provided and upon condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease, and Xxxxxxxx has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease shall be in form reasonably satisfactory to Landlord; (iv) Tenant shall relieve Tenant reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any obligation under this Lease Agreementrequested consent, not to exceed $1,000 in the aggregate. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Xxxxxxxx's prior consent shall not be required for any assignment, sublease or other transfer of Tenant's interest in the Premises or the Lease to any corporation with which Tenant may merge or consolidate or become affiliated as a parent, subsidiary, holding company or otherwise, or to an entity in which Tenant has a controlling interest. However, Tenant shall give Landlord prior notice of any such assignment, sublease or other transfer of Xxxxxx's interest. A subsequent public offering and sale of stock in Tenant's business, or a transfer of any amount of Tenant's stock shall not constitute an assignment of the Lease.

Assignment or Sublease. In the event Tenant shall desire not assign the whole or any part of the leased premises, nor shall this Lease or any interest thereunder be assignable or transferable by operation of law or any process or proceeding of any court, or otherwise, without prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed by Landlord. Any assignment or sublease without Landlord's prior written consent shall, at Landlord's option, be void. Notwithstanding anything to the contrary in this Section 11. 1, Tenant shall have the right to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant shall give Landlord lease (upon written notice to Landlord, but without Landlord's consent) to an entity controlled by, controlling or under common control with Tenant, or to an entity which acquires all or substantially all of the assets of Tenant. Each assignment to which there has been consent shall be by an instrument in writing in a form satisfactory to Landlord, and shall be executed by the transferor, assignor, sublessor, licensor, concessionaire, hypothecator or mortgagor and the transferee, assignee, sublessee, licensee, concessionaire or mortgagee in such instance, as the case may be and each such transferee, assignee, sublessee, licensee, concessionaire or mortgagee shall agree in writing for the benefit of the Landlord herein to assume, to be bound by, and to perform the terms, covenants, and conditions of this Lease to be done, kept and performed by Tenant, including the payment of all amounts due or to become due under this Lease directly to Landlord. One (1) executed copy of such desire, along written instrument shall be delivered to Landlord. Failure to first obtain in writing Landlord's consent or failure to comply with the name provisions of this Section shall operate to prevent any such Assignment from becoming effective. If Tenant assigns its interest in this Lease, or sublets the leased premises, then the rent due hereunder shall be increased, effective as of the proposed date of such assignment or subletting, to the rental payable by the assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires pursuant to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to if greater than the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of hereunder. In no event shall the monthly rental after such assignment or subletting of all or any portion of be less than the Leased Premises monthly rental specified in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to LandlordArticle III hereof. 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt also pay all legal fees and other costs incurred by Landlord in connection with Landlord's consideration of an executed copy Tenant's request for approval of the sublease assignments or assignmentsubleases.

Assignment or Sublease. In the event Tenant shall desire to assign this Lease Agreement or Lessee may sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises or assign its interest in this Lease, provided that Lessee obtains the prior written consent of Lessor. Lessor shall not unreasonably withhold, condition or delay its consent to such an assignment or subletting, including any customary assignment or sublease documents. Lessor's consent to one assignment or subletting shall not be deemed a consent to one assignment or subletting shall not be deemed a consent to any subsequent assignment or subletting. Any assignment or subletting without the prior written consent of Lessor shall be void and shall, at the option of Lessor, terminate this Lease. If Lessor holds an interest in any portion of the security delivered to Lessor under Section 1.9 above and Lessee enters into any assignment or sublease during the last five (5) years of the Lease Term, then fifty percent (50%) of all rents received by Lessee in excess of the rent Base Rent then due Landlord and payable by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by TenantLessee under this Lease, the cost of Lessee's maintenance and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation repair obligations under this Lease Agreementand the costs and expenses incurred by Lessee to assign or sublease the Premises shall be delivered to Lessor. Any consent of Landlord hereunder is subject to receipt by Landlord of If Lessor does not hold an executed copy interest in any portion of the security delivered to Lessor under Section 1.9 above due to Lessee's satisfaction of the conditions set forth therein and Lessee enters into any assignment or sublease during the last five (5) years of the Lease Term, then fifty percent (50%) of all rents received by Lessee in excess of the Base Rent then due and payable by Lessee under this Lease, the cost of Lessee's maintenance and repair obligations under this Lease, the cost of Lessee's insurance obligations under this Lease, the cost of Lessee's property tax obligations under this Lease and the costs and expenses incurred by Lessee to assign or assignmentsublease the Premises shall be delivered to Lessor.

Assignment or Sublease. In the event (a) Tenant shall desire to not assign this Lease Agreement or sublet sublease the Leased Premises or any part thereofthereof or mortgage, pledge or hypothecate its leasehold interest or grant any concession or license within the Leased Premises (any such assignment, sublease, mortgage, pledge, hypothecation, or grant of a concession or license being hereinafter referred to in this Section 4.05 as a "Transfer") without the prior express written permission of Landlord, and any attempt to effect a Transfer without such permission of Landlord shall be void and of no effect. In order for Tenant to make a Transfer, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, must request in writing Landlord's permission at least ninety sixty (9060) days in advance of the date on which Tenant desires to make such assignment or sublease. a Transfer, after which Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations arising thereafter hereunder as to such space. Any rent ; (ii) to permit Tenant to assign or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion sublet such space, subject, however, to prior written approval of the Leased Premises in excess of proposed assignee or Subtenant by Landlord and the rent due Landlord by Tenant on such space Rent payable hereunder shall be payable adjusted to the then prevailing market rent for similar building and space in the North Dallas office market including proration charges for common area maintenance, taxes and insurance; but in no event less than the Annual Rent provided in Article II hereof; or (iii) to refuse consent to Tenant's requested transfer and to continue this Lease in full force and effect as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordthe entire Leased Premises. If Landlord should shall fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (iiii) above. No assignment or subletting The Prohibition against a Transfer contained herein shall be construed to include a prohibition against any Transfer by Tenant shall relieve Tenant operation of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentlaw.

Assignment or Sublease. 22.1 In the event Tenant shall Lessee should desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant Lessee shall give Landlord Lessor written notice of such desireintent, along with including the name and adclress of the proposed sublessee or assignee or sublessee and a copy of all information concerning the proposed assignment sublease or sublease instrumentassignment, at least ninety sixty (9060) days in advance of the date on which Tenant desires Lessee clesires to make such assignment sublease or subleaseassignment. Landlord Lessor shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant Lessee in writing that Landlord Lessor elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iiia) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant Lessee in which event Tenant Lessee will be relieved of all obligations arising thereafter further obligation hereunder as to such space. Any , or (b) to permit Lessee to assign or sublet such space, subject, however, to subsequent written approval of the proposed assignee or sublessee by Lessor; provided, however, that if the rental rate agreed upon between Lessee and the sublessee is greater than the rental rate that Lessee must pay Lessor, then such excess rental shall be deemed additional rent owed by Lessee to Lessor and shall be paid by Lessee to Lessor in the same manner that Lessee pays the Base Rental as specified in Article 3; or other payments otherwise due Tenant as a result of (c) to refuse to consent to Lessee's assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on subleasing such space hereunder shall be payable and to continue this Lease in full force and effect as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordthe entire Leased Premises. If Landlord lessor should fail to notify Tenant Lessee in writing of such election within said such thirty (30) day period, Landlord Lessor shall be deemed to have elected option (ic) above. If Lessor elects to exercise option (b) above, Lessee agrees to provide at Lessee's expense, direct access from such sublet space to a public corridor of the Building. No assignment or subletting by Tenant Lessee shall relieve Tenant Lessee of any obligation under this Lease AgreementLease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Lessee in violation of the terms and covenants of this Article 22.1 shall be void. Any and all consideration paid to Lessee in connection with any sublease or assignmentassignment shall be for Lessor's account and shall be paid over to Lessor by Lessee upon Lessee's receipt thereof.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or sublet the Leased Premises whole or any part thereofof the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be unreasonably withheld except: (1) Landlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee, Tenant shall give Landlord written notice of such desire, along subtenant or other transferee: (i) is not consistent with the name maintenance and operation of a first-class office building due to the nature of the proposed assignee occupant's business or sublessee and a copy the manner of conducting its business or its experience or reputation in the proposed assignment community, or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) is likely to refuse such request cause disturbance to assign or sublease such space the normal use and occupancy of the Building; (which refusal 2) Landlord may be made by Landlord without regard withhold in its absolute and sole discretion, consent to any commercially reasonable standard)mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease or the Premises by Tenant or any subtenant, whereby this Lease or any interest therein becomes collateral for any obligation of Tenant; and (3) Landlord may withhold its consent to the extent Landlord determines necessary to comply with a restriction on use of the Premises, the Building or the Land contained in any lease, mortgage, or (iii) other agreement or instrument by which the Landlord is bound or to terminate this Lease Agreement as to the space so affected as which any of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such spaceproperty is subject. Any rent No such assignment, subletting or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant transfer shall relieve Tenant of any obligation liability under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. In lieu of granting any such consent, Landlord reserves the right to terminate this Lease or, in the case of a subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such subletting or assignment, in which event Landlord may enter into the relationship of landlord and tenant with such proposed assignee or subtenant based upon the Rent and other compensation and terms agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. In addition, if during the first two years of the Term Tenant enters into a sublease approved by Landlord, the term of which sublease is two (2) years or more, Landlord shall be entitled to retain all consideration payable by the subtenant under such sublease to the extent such consideration exceeds the consideration payable by Tenant under this Lease Agreementwith respect to the area subleased, prorated based on the area subleased. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.In connection with each request for an

Assignment or Sublease. In the event Tenant shall desire to assign this Lease Agreement or sublet the Leased Premises or any part thereofinstallments payable hereunder, Tenant shall give Landlord written notice of such desireand all expenses payable under Paragraph 11 less reasonable subletting and assignment costs, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrumentAND COSTS PAYABLE BY TENANT TO MODIFY THE PREMISES TO SUIT THE SUB-TENANT, at least ninety SHALL BE DIVIDED AND PAID FIFTY PERCENT (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i50%) to permit Tenant to assign or sublet such space, Landlord and fifty percent (ii50%) to refuse such request Tenant. Tenant's obligation to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any pay over Landlord's portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder consideration shall be payable as constitute an obligation for additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordhereunder. 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 (i) aboveTENANT SHALL FIRST RECEIVE ITS SUBLETTING AND MODIFICATION COSTS WITHOUT INTEREST BEFORE DIVIDING ANY EXCESS PROFITS WITH LANDLORD. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. Any consent of assignment or subletting which conflicts with the provisions hereof shall be void. If Landlord hereunder is subject exercises its option to receipt by Landlord of an executed copy terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (a) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (b) from and after such date, the rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable return of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's consent to the proposed assignment or assignment.sublease shall not unreasonably withheld provided and upon condition that:

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or nor sublet the Leased Premises whole or any part thereofof the Premises without in each case first obtaining Landlord's prior written consent. SUCH consent shall not be unreasonably withheld, Tenant shall give except: (1) Landlord written notice of such desiremay withhold its consent if in Landlord's judgment occupancy by any proposed assignee, along subtenant, or other transferee (i) is not consistent with the name maintenance and operation of a first-class office building due to the nature of the proposed assignee occupant's business or sublessee and a copy manner of conducting business or its experience or reputation in the proposed assignment community, or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) is likely to refuse such request cause disturbance to assign or sublease such space the normal use and occupancy of the Building; (which refusal 2) Landlord may be made by Landlord without regard withhold in its absolute and sole discretion consent to any commercially reasonable standard)mortgage, hypothecation, pledge, or (iii) to terminate other encumbrance of any interest in this Lease Agreement as or the Premises by Tenant or any subtenant; (3) Landlord may withhold its consent to the space so affected as extent it deems necessary to comply with any restriction on use of the date so specified by Tenant Premises, the Building, or the Land contained in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent any lease, mortgage, or other payments otherwise due Tenant as a result of assignment agreement or subletting of all instrument by which the Landlord is bound or to which any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) aboveproperty is subject. No assignment such assignment, subletting or subletting by Tenant other transfer shall relieve Tenant of any obligation liability under this Lease AgreementLease. Any consent of Landlord hereunder is subject Consent to receipt by Landlord of an executed copy any such assignment, subletting or transfer shall not operate as a waiver of the sublease necessity for consent to any subsequent assignment, subletting or assignmenttransfer. Each request for an assignment or subletting must be accompanied by a Processing Fee of $500 in order to reimburse Landlord for expenses, including attorneys fees, incurred in connection with such request ("Processing Fee"). Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. TRANSFER OF STOCK OWNERSHIP OFTENANT SHALL NOT BE DEEMED TO BE AN ASSIGNMENT OR TRANSFER OF THIS LEASE.

Assignment or Sublease. In the event Tenant shall desire not assign the Lease or sublet the Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any attempted assignment or sublease by Tenant in violation of the terms and conditions of this paragraph shall be void and of no effect. If Tenant desires to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice of such desire, along thereof (together with all the name of the proposed assignee or sublessee and a copy terms of the proposed assignment or sublease instrumentsublease, the identity of the proposed transferee and sufficient financial information regarding the proposed transferee to permit Landlord to evaluate the creditworthiness thereof) at least ninety (90) 30 days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) 7 days following receipt of such notice and information within which to notify Tenant in writing that Landlord elects either to (i) to permit Tenant to assign this Lease or sublet such space, ; (ii) refuse to refuse consent to such request to assign assignment or sublease such space (which refusal may be made by Landlord without regard and to any commercially reasonable standard)continue this Lease in full force and effect as to the entire Premises, or (iii) terminate this Lease, if Tenant desires to sublet all of the Premises or terminate this Lease Agreement only as to the proposed subleased space, if the proposed subleased space so affected as of is less than the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordentire Premises. If Landlord should fail fails to notify Tenant in writing of such its election within said thirty (30) such 7 day period, Landlord shall be deemed to have elected option (iii) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to Tenant's sublease or assignment request, Landlord written notice of such desiremay consider any factor, along with including but not limited to the name experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a copy net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord's consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, subleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord's consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) the right to terminate this Lease Agreement as with respect to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any that portion of the Leased Premises in excess for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In connection with any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In the event The Tenant shall desire covenants and agrees not to encumber or assign this Lease, or sublet all or any part of the Leased Premises without the written consent of the Landlord, which consent may be withheld upon any condition, including but not limited to the condition that rent be adjusted to such rates as may be acceptable to Landlord. Such assignment shall in no way relieve the Tenant from any obligations, covenants and provisions of this Lease. If Landlord grants its consent to an assignment or subletting, Base Annual Rent under this Lease Agreement shall thereafter be the greater of (a) the Base Annual Rent payable as per terms and conditions of this Lease, or (b) the rent payable by the assignee or subtenant (including any consideration paid by assignee or subtenant to Tenant for the sublease). In no event shall Tenant assign or sublet the Leased Premises upon any terms, conditions and covenants other than those contained herein. In no event shall this Lease be assigned or be assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or any part thereofrights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings. Landlord shall have the right to sue the Tenant shall give Landlord written notice of such desire, along with without the name of the proposed obligation to join any assignee or sublessee and a copy of in the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentsuit.

Assignment or Sublease. In the event Tenant shall desire to not voluntarily, involuntarily or by operation of law assign or encumber this Lease Agreement lease, in whole or in part, or sublet the Leased Premises whole or any part thereofof the demised premises, Tenant or permit any other persons to occupy same without the prior express written consent of the Landlord which consent shall give Landlord written notice of such desirenot be unreasonably withheld, along references elsewhere in this lease to assignees, subtenants or other persons notwithstanding. Any assignment or subletting, even with the name consent of Landlord, shall not relieve Tenant from liability for payment of rent or other sums herein provided or from the obligation to keep and be bound by the terms, conditions and covenants of this lease. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the proposed assignee provisions of this lease or sublessee and to be a copy consent to the assignment of this lease or subletting of the proposed demised premises. The referenced assignment or sublease instrumentprovision shall remain in effect should the Tenant renew the Lease. Tenant shall have the right without Landlord's consent to sublet at no profit, at least ninety to any venture owned 50% or more by Tenant. If Tenant is a corporation other than a corporation whose stock is listed on a national stock exchange, then any transfer of this lease from Tenant by merger, consolidation or liquidation, shall constitute an assignment for the purpose of this lease. An assignment for the benefit of creditors or by operation of law shall not be effective to transfer any rights to the assignee without the prior express written consent of the Landlord having been obtained. Notwithstanding any provision above to the contrary, before Tenant may assign this lease or sublet said premises, Tenant must first offer to relinquish its lease of said premises, and to surrender same, to the Landlord; and Tenant agrees that if Landlord accepts said offer within ten (9010) days in advance of the receipt thereof, this lease shall terminate and become null and void upon a date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of designated by Landlord, not less than thirty (30) nor more than sixty(60) days following receipt after the date of Landlord's acceptance. Upon such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such spaceacceptance and termination, (ii) to refuse such request to assign or sublease such space (which refusal may all account and interests of the parties shall be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as settled to the space so affected as date of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such spacetermination. Any rent or other payments otherwise due Tenant as a result profits net of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder reasonable subleasing expenses shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.split 50/50 with

Assignment or Sublease. In the event Tenant shall desire to not assign this Lease Agreement or sublet the Leased Premises or any part thereofof the Premises (each, a “Transfer” and any assignee or sublessee, a “Transferee”) without Landlord’s prior written consent which shall not be unreasonably withheld, conditioned or delayed. To assist Landlord in determining whether to consent to a Transfer, Tenant shall give Landlord written notice of such desiresubmit the following to Landlord, along with as well as any other information reasonably requested by Landlord: (i) the name and jurisdiction of the Transferee; (ii) the proposed use of the Premises; (iii) the terms of the proposed assignee or sublessee Transfer; (iv) current financial statements and a copy the most recent filed federal income tax return of the proposed assignment or sublease instrument, at least ninety Transferee; and (90v) days in advance the proposed Transfer documents. No Transfer shall affect the liability of Tenant under this Lease and Tenant and any Transferee shall be liable to Landlord for performance of Tenant’s obligations under this Lease. Consent to any Transfer shall not operate as a waiver of the date on which Tenant desires necessity of a consent to make such assignment or subleaseany subsequent Transfer. Landlord shall then have be acting reasonably in denying consent to a period Transfer if Landlord determines (a) the use and occupancy of thirty the Premises by the proposed Transferee would degrade the operation and maintenance of a first-class office building; (30b) days following receipt the proposed Transfer will conflict with any other Building lease; (c) intentionally omitted; (d) the proposed Transferee is an existing tenant of such notice within which the Building actively or in the prior three months engaged in negotiations with Landlord to notify Tenant lease additional or relocation space in writing that Landlord elects either the Building; (ie) the use and occupancy of the Premises by the proposed Transferee will unreasonably increase the traffic to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard)the Building, or (iii) to terminate this Lease Agreement as to occupancy levels within the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Building beyond Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds 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 (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation ’s maximum density allowed under this Lease Agreement. Any consent of Landlord hereunder or a typical office tenant, whichever is subject to receipt by Landlord of an executed copy greater; or (f) the use and occupancy of the sublease or assignmentPremises by the proposed Transferee may increase the risk of environmental contamination of the Project due to Hazardous Material to be brought upon the Project.