Common use of Assignment Subleasing Clause in Contracts

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With Except as otherwise expressly permitted by the exception terms of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Codethis Paragraph 17, Tenant may shall not assign its interest in this Lease and may or sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, to any Person without the prior written consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each Provided that no Event of Default, or event that with the passage of time or the giving of notice would constitute an Event of Default, exists under this Lease, Tenant may, without Xxxxxxxx’s consent, assign or sublet all or a portion of this Lease or the Premises to either (i) an Affiliate of Tenant or (ii) a Permitted Successor if (a) Tenant notifies Landlord at least 30 days prior to such Transfer; (b) Tenant delivers to Landlord, at the time of Xxxxxx’s notice, current financial statements of Xxxxxx and the proposed transferee that are reasonably acceptable to Landlord; and (c) the transferee assumes and agrees in a writing reasonably acceptable to Landlord to perform Tenant’s obligations under this Lease and to observe all terms and conditions of this Lease. A Transfer to an Affiliate or a Permitted Successor does not release Tenant from any liability or obligation under this Lease. (c) To the extent Landlord consents to a sublease, each such sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to except as otherwise agreed by Landlord and the Lenders, in their sole discretion. No assignment or sublease shall impose any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations on Landlord under this Lease from and after the effective date of such assignment so long except as (i) the assignee has executed the agreement referred to below otherwise provided in this paragraph and Lease. (iid) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentencewhether permitted hereunder or otherwise, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (ce) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any excess shall be paid to Tenant unless and until this Lease is terminated) and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. At such time, providedif any, however, that if such as the Event of Default is subsequently cured cured, Xxxxxxxx’s right to collect such rents and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received other sums pursuant to the foregoing sentence shall terminate until such assignment that have not been applied to the obligations time, if any, as another Event of Tenant hereunderDefault occurs.

Assignment Subleasing. (a) With the exception Licensee may not, directly or indirectly, assign this Agreement as a whole, or any portion of a tenant that would render Licensee’s rights, title and interests hereunder without Licensor’s prior written consent. In no event may Licensee sublet, sublease, or permit any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the CodeTower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, Tenant and become bound by, all of Licensee’s obligations under this Agreement. Licensor may assign its interest in freely assign, transfer, or sublease this Lease and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without the consent of Landlord, provided thatAgreement and, in the case of an assignmentsuch event, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant Licensor shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed Agreement from and after the date of such assignmentassignment or transfer. In the case Licensee shall pay Licensor a fee of a sublease $500.00 (which relates to more than 10% fee shall increase annually on each anniversary of the usable square feet Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a Leased Property, Tenant shall, within fifteen (15) days after new form of license agreement so long as the execution Monthly License Fee and delivery Initial and Renewal Terms of such subleaseagreement are consistent with those set forth in this Agreement, deliver and (ii) requiring the assignee to Landlord a duplicate original demonstrate that it maintains at the time of such sublease; with respect assignment, as evidenced by current financial statements provided to each other subleaseLicensor, Tenant shall provide a copy thereof financial position reasonably demonstrating the ability of such assignee to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence meet and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to perform the obligations of Tenant hereunderLicensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Parties.

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, to any Affiliate of Tenant without the consent of Landlord and to any other Person with the prior written consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignmentwhich consent shall not be unreasonably withheld. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, which shall remain the primary obligations of Tenant, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original copy of such assignment in recordable form reasonably acceptable to Landlord and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form reasonably acceptable to Landlord wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original copy of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of the Leased Premises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any Leased Property, excess shall be paid to Tenant unless and until this Lease is terminated) and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. At such time, providedif any, however, that if such as the Event of Default is subsequently cured cured, Landlord’s right to collect such rents and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received other sums pursuant to the foregoing sentence shall terminate until such assignment that have not been applied to the obligations time, if any, as another Event of Tenant hereunderDefault occurs.

Assignment Subleasing. (a) With the exception of a tenant that would render any the Leased Property Premises or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any the Leased PropertyPremises, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a the Leased PropertyPremises, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With Except as otherwise expressly permitted by the exception terms of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Codethis Paragraph 17, Tenant may shall not assign its interest in this Lease and may or sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, to any Person without the prior written consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each Provided that no Event of Default, or event that with the passage of time or the giving of notice would constitute an Event of Default, exists under this Lease, Tenant may, without Xxxxxxxx’s consent, assign or sublet all or a portion of this Lease or the Premises to either (i) an Affiliate of Tenant or (ii) a Permitted Successor if (a) Tenant notifies Landlord at least 30 days prior to such Transfer; (b) Tenant delivers to Landlord, at the time of Xxxxxx’s notice, current financial statements of Xxxxxx and the proposed transferee that are reasonably acceptable to Landlord; and (c) the transferee assumes and agrees in a writing reasonably acceptable to Landlord to perform Tenant’s obligations under this Lease and to observe all terms and conditions of this Lease. A Transfer to an Affiliate or a Permitted Successor does not release Tenant from any liability or obligation under this Lease. (c) To the extent Landlord consents to a sublease, each such sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to except as otherwise agreed by Xxxxxxxx and the Lenders, in their sole discretion. No assignment or sublease shall impose any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations on Landlord under this Lease from and after the effective date of such assignment so long except as (i) the assignee has executed the agreement referred to below otherwise provided in this paragraph and Lease. (iid) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentencewhether permitted hereunder or otherwise, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (ce) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any excess shall be paid to Tenant unless and until this Lease is terminated) and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. At such time, providedif any, however, that if such as the Event of Default is subsequently cured cured, Xxxxxxxx’s right to collect such rents and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received other sums pursuant to the foregoing sentence shall terminate until such assignment that have not been applied time, if any, as another Event of Default occurs. (f) Notwithstanding anything to the obligations contrary in this Section 17, Xxxxxx does have the right to enter into a sublease with Westside Children’s Therapy (“Westside”) under terms that are consistent with the existing Lease between Tenant and Westside, dated July 1, 2019, without further consent of Tenant hereunderLandlord.

Assignment Subleasing. (a) With the exception of a tenant that would render any the Leased Property Premises or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, to any Person that is not the subject of a bankruptcy, insolvency or similar proceeding at the time of such assignment or sublease, without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired allexcept as otherwise agreed by Landlord and the Lenders, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Defaulttheir sole discretion. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon Subject to the rights of any Tenant lender under any credit facility, upon the occurrence and during the continuance of an Event of Default and during the continuance under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any excess shall be paid to Tenant unless and until this Lease is terminated), and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised only upon and after (but not before) the occurrence and during the continuance of an Event of Default. At such time, providedif any, however, that if such as the Event of Default is subsequently cured cured, Landlord’s right to collect such rents and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received other sums pursuant to the foregoing sentence shall terminate until such assignment that have not been applied to the obligations time, if any, as another Event of Tenant hereunderDefault occurs and so long as it is continuing.

Assignment Subleasing. (a) With the exception Licensee may not assign this Agreement as a whole, or any portion of a tenant that would render Licensee’s rights, title and interests hereunder without Licensor’s prior written consent. In no event may Licensee sublet, sublease, or permit any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the CodeTower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, Tenant and become bound by, all of Licensee’s obligations under this Agreement. Licensor may assign its interest in freely assign, transfer, or sublease this Lease and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without the consent of Landlord, provided thatAgreement and, in the case of an assignmentsuch event, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant Licensor shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed Agreement from and after the date of such assignmentassignment or transfer. In the case Licensee shall pay Licensor a fee of a sublease $500.00 (which relates to more than 10% fee shall increase annually on each anniversary of the usable square feet Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, nondisturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a Leased Property, Tenant shall, within fifteen (15) days after new form of license agreement so long as the execution Monthly License Fee and delivery Initial and Renewal Terms of such subleaseagreement are consistent with those set forth in this Agreement, deliver and (ii) requiring the assignee to Landlord a duplicate original demonstrate that it maintains at the time of such sublease; with respect assignment, as evidenced by current financial statements provided to each other subleaseLicensor, Tenant shall provide a copy thereof financial position reasonably demonstrating the ability of such assignee to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence meet and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to perform the obligations of Tenant hereunderLicensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Parties.

Assignment Subleasing. (a) With Lessee shall not assign or sublet or otherwise transfer, voluntarily or involuntarily, the exception of a tenant that would render whole or any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) part of the CodePremises or this Lease, Tenant may assign its interest in this Lease and may sublet or grant licenses allow any other person to any Leased Property in whole occupy the Premises without Lessor’s prior written consent, which consent shall not be unreasonably withheld or in part, from time to time, without the consent of Landlorddelayed, provided that, in Lessee shall give Lessor written notice of the case terms of an the assignment, Lease Guarantor reaffirms transfer or sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its obligations under the Lease Guaranty after giving effect to proposed use is permitted by all applicable by- laws and regulations and provided further that Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing and approving any such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant sublet. Lessee shall provide Landlord with a give Lessor written summary notice of the material terms of such any proposed assignment or other transfer or sublease prior and such other information regarding the assignee or sublessee as Lessor shall reasonably require. Notwithstanding such consent, Lessee shall remain fully liable to Lessor for the payment of all Rent and for the full performance of the covenants and conditions of this Lease. It shall also be a condition of the validity of the assignment or sublet that the assignee or sublessee agree directly with Lessor, in form satisfactory to Lessor, to be bound by all Lessee obligations under this Lease (but in the event of a sublease, only to the commencement date thereofextent applicable to the subleased premises). The acceptance by Lessor of the payment of Base Rent or Additional Rent following an assignment, sublease or other transfer not approved shall not be deemed to be consent by Lessor to any such assignment, sublease or transfer nor shall the same constitute a waiver of any right or remedy of Lessor. (b) Notwithstanding Section 13(a), Lessee shall have the right to sublet up to fifty percent (50%) of the Premises without Lessor’s prior written consent, provided that the proposed sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations. Lessee shall give Lessor written notice of the name and address of the sublessee, a brief description of such sublessee’s business and the material terms of the sublet (including, without limitation, the portion of the Premises to be sublet, the rent for such sublet and the term for which such portion of the Premises is to be sublet). Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing any such sublet. Notwithstanding such sublet, Lessee shall remain fully liable to Lessor for the payment of all Rent and for the full performance of the covenants and conditions of this Lease. (c) Notwithstanding Section 13(a), in the event the Lessee (i) sells substantially all of its assets, or (ii) is a party to a merger or consolidation in which it is not the surviving party, the Lessor shall be deemed to have consented to assignment of this Lease to the purchaser of the Lessee’s assets or the surviving or new entity arising from such merger or consolidation; provided, however, that such purchaser or surviving or new entity executes an assumption of all of Lessee’s liabilities and responsibilities hereunder. (d) Notwithstanding anything to the contrary in this Section 13, in the event a sublessee is paying the Lessee more per month than the Rent the Lessee is paying the Lessor per month, and such sublessee rents more than 10,000 square feet of space from the Lessee, the Lessee shall pay the Lessor one-half (1/2) of such excess (after the deduction of any brokerage commission, tenant improvement allowances, free rent or other similar tenant inducements paid by Lessee with respect to such sublease) with its monthly payments of Base and Additional Rent. In the event such sublessee is subleasing a portion of the Premises from the Lessee, for purposes of determining whether the sublessee is paying the Lessee more than the Rent the Lessee is paying the Lessor, the monthly Rent amount shall be multiplied by a fraction, the numerator of which shall be the square footage occupied by the subtenant, and the denominator of which shall be 163,560. The resulting product shall be compared with the rent paid by the sublessee. If the resulting product is less than the rent paid by the sublessee, one-half (1/2) of the excess of the rent paid by the sublessee over the Rent paid by the Lessee (after the deduction of any brokerage commission, tenant improvement allowances, free rent or other similar tenant inducements paid by Lessee with respect to such sublease) shall be paid by the Lessee to the Lessor in accordance with the first sentence of this paragraph. For purposes of this Paragraph 17(a)paragraph, rent actually paid each month by the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof sublessee shall be subject and subordinate considered the rent the sublessee is paying the Lessee, whether or not the sublessee is in default on an obligation to the provisions of this Leasepay a higher amount, and the term of each whether or not such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of payment includes an arrearage from a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request thereforpreceding month. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may neither assign its interest in this Lease and may nor , with the exception of an Affiliate, sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, for the Permitted Use, without the consent of Landlord, provided thatwhich may be given or withheld in Landlord’s sole discretion. Also, in except for any right to place a Lien on its personal property (excluding the case of an assignmentEquipment), Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates consented to at least 10% of the usable square feet of any Leased Propertyby Landlord, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each Any sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. In case of any assignment consented to by Landlord, Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates consented to more than 10% of the usable square feet of a Leased Propertyby Landlord, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With The Lessee shall not assign, sublet, mortgage, pledge, encumber or otherwise transfer the exception of a tenant that would render whole or any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) part of the CodePremises without Lessor’s prior written consent, Tenant may assign its interest in which consent shall not be unreasonably withheld or delayed. Notwithstanding such consent, Lessee shall remain liable to Lessor for the payment of all rent and for the full performance of the covenants and conditions of this Lease. If this Lease is assigned or if the Premises or any part thereof is sublet, the Lessor may collect rent and may other charges from the assignee or Sublessee and apply the net amount collected to the rent and other charges due from the Lessee hereunder, but no such assignment, subletting, collection, or modification or any provisions of this lease shall be deemed to be waiver or the Lessee’s covenant not to so assign or sublet or grant licenses to any Leased Property in whole be an acceptance of the assignee or in part, from time sublessee as a Lessee or to time, without be a release of the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its Lessee form is obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect The Lessee shall be responsible for all of Lessor’s costs associated with the Assignment or Sublease including but not limited to a management review fee of $500.00, payable in advance, and all of Lessor’s reasonable legal review fees. Payment of these fees does not in any way guarantee the approval of the assignment or sublease sublease. The Lessee shall pay to an entity that is not an Affiliate of Tenant the Lessor, as and which relates to at least 10% of when the usable square feet of same becomes due under any Leased Propertypermitted sublease, Tenant shall provide Landlord with a written summary of any rent, additional rent and other sums received by the material terms Lessee on account of such assignment or sublease prior subletting which shall exceed the rent payable to the commencement date thereof. For purposes of this Paragraph 17(a), Lessor hereunder and any reasonable expenses incurred by the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to Lessee in connection with such sale and (ii) such sale does not result in an Event of Defaultsubletting. (b) Each Any assignment, sublease, or other transfer that is made without the prior written consent of the Lessor, or where the Lessor’s consent is obtained with information that is not accurate as to the assignee, sublessee or transferee, shall be voidable by the Lessor at any time thereafter, notwithstanding the Lessor’s acceptance of rent, additional payments and any other payment from the Lessee, assignee or sublessee. Any assignment, sublease or license other transfer under this subsection (b) of a Leased Property or any part thereof Section 13 shall be subject and subordinate to the provisions of considered a default under this Lease, and entitling the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns Lessor to exercise its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations rights for default under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request thereforSection 22. (c) Upon Consent to any one assignment, sublease, or other transfer does not constitute waiver of the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the Lessor’s right to collect and enjoy all rents and consent to further assignments, subleases, or other sums of money payable under any transfers. Further assignment, sublease, or other transfer after consent to the initial assignment, sublease or license other transfer is at the sole and absolute discretion of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunderLessor.

Assignment Subleasing. (a) With If no default by Tenant that with the exception giving of a tenant that notice and/or the passage of time would render any Leased Property give rise to an Event of Default or a portion thereof a “tax-exempt use property” within the meaning Event of Section 168(h) of the CodeDefault has occurred and is continuing under this Lease, Tenant may assign its interest in this Lease (including, without limitation, any assignments that occur by operation of law) and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, to any Person without the consent of LandlordLandlord (including, provided thatwithout limitation, in subleases of telecommunication space on the case roof of an assignmentthe Improvements and/or the parking structure, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignmentand subleases of parking rights). Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect Landlord’s right to any assignment or sublease to an entity that is not an Affiliate of Tenant assign this Lease and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior its rights hereunder are expressly subject to the commencement date thereof. For purposes terms and provisions of Paragraphs 31 and 32 of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default.as set forth below. DMEAST #39566949 v10 21 (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and tenant, and not as obligations of a guarantorguarantor or surety, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long except as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets otherwise agreed by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent Landlord and the performance of all its other obligations under this LeaseLenders, in their sole discretion. No assignment or sublease by Tenant shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this LeaseLease by Tenant, Tenant shall, within fifteen thirty (1530) days after the execution and delivery of any such assignment, deliver to Landlord (i) and Lender a duplicate original copy of such assignment in recordable form and (ii) an agreement instrument, executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a Subject to 17(c) below, all rentals and other consideration paid to Tenant in connection with any assignment or sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen shall remain Tenant’s sole property (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; without sharing with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor). (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any excess shall be paid to Tenant unless and until this Lease is terminated) and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. (d) Notwithstanding any assignment or subletting, providedunless otherwise agreed by Landlord and by Lender in its sole discretion, howeverTenant shall continue to remain primarily liable and responsible for the payment of all of its obligations under this Lease, that if such Event of Default is subsequently cured and this Lease has including but not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied limited to the payment of Basic Rent and Additional Rent and the performance of all its other obligations of Tenant hereunderunder this Lease, including but not limited to its obligations with respect to Paragraph 32.

Assignment Subleasing. (a) With Tenant shall not assign this Lease, or sublet the exception of a tenant that would render whole or any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) part of the Codedemised premises, without Landlord's prior written consent, which shall not be unreasonably withheld or delayed. Notwithstanding any permitted assignment, or subletting, Tenant may assign its interest in shall remain fully and primarily liable to Landlord for the payment of all rent and all other charges, and for the full performance of the covenants and conditions of this Lease Lease, notwithstanding any recognition (by acceptance of rent or otherwise), or indulgence or waiver at any time granted by Landlord to Tenant or any assignee, or sublease; and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without the consent of Landlord, provided thatTenant, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect shall be deemed to such assignmenthave waived all defenses otherwise available to Tenant, as guarantor or surety. Tenant shall have no rights As an alternative to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect consenting to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired allproposed sublease, or substantially allassignment, of Landlord may elect, by notice to Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after receipt of notice from Tenant, accompanied by a copy of the execution and delivery of any such proposed sublease, or assignment, deliver and a copy of the most recent financial statement for the proposed assignee, or sublease, to Landlord (i) terminate this Lease for the period of the proposed sublease, if a duplicate original sublease; or for the period of such assignment in recordable form this Lease, of an assignment; and (ii) an agreement executed and acknowledged by make a direct lease with the proposed assignee, or sublease, for Landlord's own account, but only as to the premises which Tenant and its assignee in recordable form wherein the assignee shall agree proposed to assume and agree to observe and perform sublet, if Tenant proposed a sublease of less than all of the terms and provisions of demised premises. In this Lease on the part of the event, Tenant to be observed and performed from and shall have no obligation for rent or other charges which accrue after the date of such assignment. In the case termination of a sublease which relates to more than 10% of the usable square feet of a Leased Propertythis Lease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other subleasethereupon, Tenant shall provide a copy thereof be released from such obligations, but shall continue to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents be liable for rent and other sums obligations which accrue prior to termination, pro rated as of money payable under any sublease or license the date of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereundertermination.

Assignment Subleasing. (a) With Tenant (or Tenant's wholly-owned subsidiary or an entity controlled by or in common control with Tenant) is currently in occupancy and is operating its business at the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Premises. Tenant may assign its interest in this Lease and may sublet or grant licenses to sublease any portion(s) of the Leased Property in whole or in part, from time to time, Premises without the prior written consent of Landlord; provided, provided thathowever, in that Tenant must obtain Stanford's consent pursuant to the case Ground Lease. In the event of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of affiliated with the Tenant and which relates to at least 10% involving greater than thirty-three percent (33%) of the usable square feet of any Leased PropertyPremises, Tenant shall provide give Notice to Landlord with a written summary of the material terms of such assignment or sublease prior to by providing an executed copy of each such assignment or sublease, as the commencement date thereofcase may be. For purposes No sublease under, or assignment of this Paragraph 17(aLease shall relieve Tenant of its obligations hereunder, which shall continue as the obligations of a principal and not as the obligations of a surety or a guarantor. The joint and several liability of Tenant named herein and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and the term “assignment” and “assign” due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall not include in any sale of the stock of Tenantway be discharged, provided that released or impaired by any (i) agreement which modifies any of the Lease Guarantor reaffirms its rights or obligations of the parties under the Lease Guaranty after giving effect to such sale and this Lease, (ii) such sale does not result stipulation which extends the time within which an obligation under this Lease is to be performed, (iii) waiver of the performance of an obligation required under this Lease, or (iv) failure to enforce any of the obligations set forth in an Event of Defaultthis Lease, unless in each case, the same has been consented to by Landlord and Lender. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment, Tenant shall, not less than ten (10) days prior to the execution and delivery of any such assignment as described in this Section 17(b), give notice of this Leasesuch assignment to Landlord and Lender. Tenant further agrees that in the case of such assignment, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord and Lender (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the applicable terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In , and, in the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord and Lender a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, taking into account any applicable cure periods. (d) Any sublease shall provide that if such upon notice from Landlord and/or Lender of an Event of Default Default, all rent due under such sublease shall be paid as so directed. In the event Landlord and/or Lender give such notice under such sublease and Tenant is subsequently cured and not then in default under this Lease, then Tenant shall have the right to withhold rent payments due under this Lease has not been terminated, in amounts totaling the amount of rent actually paid under such sublease as such was directed. In no event shall Landlord shall pay or Lender have the right to direct the payment of sublease rents to any party other than Tenant all except in an aggregate amount equal to or less than the aggregate amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant due hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign assign, mortgage or pledge its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord, provided that, in subject to the case terms of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that . (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease. Except in connection with an assignment to a Qualified Replacement Tenant (as defined below), and the term of each such sublease shall terminate on or before the Expiration Date. No no assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject except in connection with an assignment to the foregoing sentencea Qualified Replacement Tenant, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. Notwithstanding anything to the contrary provided in this Lease, in the event of any assignment of this Lease to a Qualified Replacement Tenant and the compliance by Tenant with the provisions of the immediately preceding sentence, the assignor shall have no further obligations or liabilities as the "Tenant" under this Lease from and after the assignment and all references to the "Tenant" under this Lease shall thereafter refer to and mean the assignee and its successors and assigns. However, the assignor shall not be released from accrued obligations and liabilities under this Lease that exist at the time of the assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any the Leased Property Premises or a portion thereof a “"tax-exempt use property” " within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignmentassignment (whether or not Tenant is released in connection therewith pursuant to subparagraph (b) below), Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any the Leased PropertyPremises, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “"assignment” " and “"assign” " shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) . Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s 's assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a the Leased PropertyPremises, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s 's request therefor. (c) . Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any the Leased Property Premises or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignmentassignment (whether or not Tenant is released in connection therewith pursuant to subparagraph (b) below), Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any the Leased PropertyPremises, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a the Leased PropertyPremises, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease to a Qualified Assignee and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord, subject and subordinate to all of the terms of this Lease and provided thatthat any such sublease: (1) does not extend beyond the term of the Lease; (2) is consistent with the terms of the Lease (and Landlord and any Lender shall have the right to reasonably approve the form of any such sublease); (3) is expressly by its terms subordinate to the Lease, in provided, that if the case of an assignment, Lease Guarantor reaffirms its obligations Tenant defaults under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that while the subtenant is not in default, and the subtenant is not an Affiliate of Tenant and which relates to at least 10% affiliate of the usable square feet of Tenant, the subtenant's possession will not be disturbed; and (4) provides that the subtenant agrees to attorn to Landlord and any Leased PropertyLender and be subordinate to any Loan. Notwithstanding the foregoing, however, neither this Lease nor the leasehold estate created hereby may be mortgaged by Tenant, nor may Tenant shall provide Landlord with a written summary mortgage or pledge its interest in any sublease of the material terms of such assignment Leased Premises or sublease prior the rentals payable thereunder. Tenant may, without Landlord's consent, permit licensees or concessionaires to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale occupy portions of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of DefaultPremises. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall may affect or reduce any of the obligations of Tenant hereunderunder this Lease, and all such obligations shall will continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment assignment, mortgage, pledge or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, subletting Tenant shall will continue to remain primarily liable and responsible responsible, as a principal and not as a surety, for the payment of the Basic Rent and Additional Rent and the performance of all of its other obligations under this Lease. No assignment or sublease shall will impose any obligations on Landlord, Landlord under this Lease except as otherwise expressly provided in this Lease. Tenant agrees that in the case of an assignment of this the Lease, Tenant shallwill, within fifteen (15) 15 days after the execution and delivery of any such assignment, deliver to Landlord Landlord: (i) a duplicate original of such assignment in recordable form form; and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment, and shall agree that such assignment is subject and subordinate to all of the terms and provisions of this Lease. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shallwill, within fifteen (15) 15 days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall will have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. (i) Landlord agrees for itself, providedits successors and assigns, howeverpromptly upon Tenant's request, to enter into a non-disturbance and attornment agreement with any Qualified Subtenant (defined below) upon the terms described below, pursuant to which Landlord shall agree, for so long as such Qualified Subtenant is not in default under its Qualified Sublease (defined below) that if such Event the Qualified Sublease shall not be terminated as a result of Default is subsequently cured and any termination of this Lease has and such Qualified Subtenant's use and occupancy of the Leased Premises shall not been terminatedbe disturbed by Landlord, and pursuant to which such Qualified Subtenant will agree to attorn to Landlord or its successor as landlord under the Qualified Sublease upon any termination of this Lease. Said agreement will further provide that nothing therein contained shall pay impose any obligation on the Landlord or any Lender to: (A) return or apply any security deposit under such sublease, unless such security deposit is transferred and turned over to the Landlord or any Lender or their or either of their successors; (B) expend any sums to make any installations or alterations provided to be made by the Landlord under said sublease or reimburse the Tenant under said sublease for any installations or alterations made by it; (C) be liable for any act or omission of Tenant as sublandlord (or any successor to Tenant as sublandlord) or be subject to any offsets or defense which such subtenant might have against Tenant as sublandlord (or any successor to Tenant as sublandlord); (D) be bound by any rent or additional rent which such subtenant might have paid for more than the current month to any prior landlord; or (E) be bound by any amendment or modification of the sublease made without the prior written consent of Landlord, the terms of which amendment or modification if included in the original sublease would have prevented such sublease from meeting the criteria for a Qualified Sublease. (ii) Any subtenant under a Qualified Sublease (defined below) is a "Qualified Subtenant." "Qualified Sublease" means any sublease (i) of all amounts it received of the Leased Premises, (ii) pursuant to which the subtenant thereunder had, at the time such assignment sublease was entered into, either a Standard & Poors rating of BBB or better or a net worth equal to or greater than $300,000,000, (iii) that is on the terms and conditions of this Lease (except that Basic Rent or Additional Rent (or both) may be higher), (iv) for a term not to exceed the Term of this Lease (and if any such Qualified Sublease includes all or part of any Renewal Term or Renewal Terms, then Tenant will be conclusively deemed to have irrevocably waived the right to issue a Renewal Term Cancellation Notice as to such Renewal Term or Renewal Terms, which waiver Tenant will confirm in writing to Landlord if requested to do so), (v) at fair market rents, confirmed by an appraisal or a broker's certification, and (vi) providing that such subtenant may not been applied to assign or further sublease the obligations of Tenant hereunderLeased Premises.

Assignment Subleasing. (a) With Tenant shall not assign or in any manner transfer this lease, or any estate or interest therein or sublet the exception premises or any part thereof or grant any license, concession or other right of a tenant that would render occupancy of any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, premises without the prior written consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignmentwhich shall not be unreasonably withheld or delayed. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect Consent by Landlord to any assignment or sublease subletting shall not operate as a waiver of Landlord’s rights as to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such subsequent assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Defaultsubletting. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant and any guarantor of Tenant’s obligations under this lease shall continue to at all times remain primarily fully responsible and liable and responsible for the payment of the Basic Rent rent herein specified and Additional Rent for compliance with all of Tenant’s obligations under this lease. In the event of a transfer or assignment by landlord of its interest in this lease or its interest in the Building containing the premises, Landlord shall thereby be relieved of any further obligations hereunder and all obligations of Landlord shall be obligations of Landlord’s successor in interest. Any security given by Tenant to secure the performance of all Tenant’s obligations hereunder shall be assigned and transferred by landlord to such successor in interest, and Landlord shall be discarded of any further obligation related thereto. Tenant shall not mortgage, pledge or otherwise encumber its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided interest in this Lease. Tenant agrees that lease or in the case premises. If Tenant assigns or sublets all or a portion of the premises at a monthly rental in excess of the monthly rental Tenant is obligated to pay under the terms hereof, such increased rent shall become the monthly rent due an assignment of this Lease, payable by Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original for the terms of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request thereforor subletting. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With Tenant (or Tenant's wholly-owned subsidiary or an entity controlled by or in common control with Tenant) is currently in occupancy and is operating its business at the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Premises. Tenant may assign its interest in this Lease and may sublet or grant licenses to sublease any portion(s) of the Leased Property in whole or in part, from time to time, Premises without the prior written consent of Landlord, provided that, in . In the case event of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of affiliated with the Tenant and which relates to at least 10% involving greater than thirty-three percent (33%) of the usable square feet of any Leased PropertyPremises, Tenant shall provide give Notice to Landlord with a written summary of the material terms of such assignment or sublease prior to by providing an executed copy of each such assignment or sublease, as the commencement date thereofcase may be. For purposes No sublease under, or assignment of this Paragraph 17(aLease shall relieve Tenant of its obligations hereunder, which shall continue as the obligations of a principal and not as the obligations of a surety or a guarantor. The joint and several liability of Tenant named herein and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and the term “assignment” and “assign” due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall not include in any sale of the stock of Tenantway be discharged, provided that released or impaired by any (i) agreement which modifies any of the Lease Guarantor reaffirms its rights or obligations of the parties under the Lease Guaranty after giving effect to such sale and this Lease, (ii) such sale does not result stipulation which extends the time within which an obligation under this Lease is to be performed, (iii) waiver of the performance of an obligation required under this Lease, or (iv) failure to enforce any of the obligations set forth in an Event of Defaultthis Lease, unless in each case, the same has been consented to by Landlord and Lender. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment, Tenant shall, not less than ten (10) days prior to the execution and delivery of any such assignment as described in this Section 17(b), give notice of this Leasesuch assignment to Landlord and Lender. Tenant further agrees that in the case of such assignment, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord and Lender (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the applicable terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In , and, in the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord and Lender a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, taking into account any applicable cure periods. (d) Any sublease shall provide that if such upon notice from Landlord and/or Lender of an Event of Default Default, all rent due under such sublease shall be paid as so directed. In the event Landlord and/or Lender give such notice under such sublease and Tenant is subsequently cured and not then in default under this Lease, then Tenant shall have the right to withhold rent payments due under this Lease has not been terminated, in amounts totaling the amount of rent actually paid under such sublease as such was directed. In no event shall Landlord shall pay or Lender have the right to direct the payment of sublease rents to any party other than Tenant all except in an aggregate amount equal to or less than the aggregate amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant due hereunder.

Assignment Subleasing. (a) With the exception 14.1 Tenant shall not, voluntarily, by operation of a tenant that would render any Leased Property law, or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Codeotherwise, Tenant may assign its interest in assign, transfer, mortgage, pledge or encumber this Lease and may sublet or sublease the Leased Premises or any part thereof, or grant licenses a right to any person other than Tenant, its employees, agents, servants and invitees to occupy or use the Leased Property in whole Premises or in part, from time to timeany portion thereof, without the express prior written consent of Landlord; provided, provided thathowever, Landlord agrees to consent to the collateral assignment of this Lease in the case form attached hereto as Exhibit G to Tenant's Lender, such consent to be in the form attached hereto as Exhibit H. Any attempt to do any of an assignmentthe foregoing without such written consent shall be null and void and of no affect, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant and shall have no rights to mortgage or otherwise hypothecate its leasehold interest further constitute a material default under this Lease. With respect If Tenant so requests Landlord's consent, said request shall be in writing specifying the duration of said desired sublease or assignment, the date same is to any assignment or sublease occur, the exact location of the space affected thereby and the proposed rentals on a square foot basis chargeable thereunder, and shall be submitted to an entity that is not an Affiliate of Tenant and which relates to Landlord at least 10% sixty (60) days in advance of the usable square feet of any Leased Property, date on which Tenant shall provide Landlord with a written summary of the material terms of desires to make such assignment or sublease prior to the commencement date thereofor allow such occupancy or use. For purposes of this Paragraph 17(a)Upon such request, the term “assignment” and “assign” shall not include any sale of the stock of TenantLandlord may, provided that in its sole discretion, (i) grant such consent subject to Landlord's approval of the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and assignee, transferee, subtenant or mortgagee, or (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate elect to the provisions of terminate this Lease, and or (iii) suspend this Lease as to the space to be affected by such assignment, sublease or other event specified above for the duration specified by Tenant in its notice, in which event Tenant will be relieved of all obligations hereunder as to such space during such suspension, including a suspension of the rent hereunder in proportion to the portion of the Leased Premises affected thereby (but after said suspension, if the suspension is not for the full term of each such sublease hereof, Tenant shall terminate on or before once again become liable hereunder as to the Expiration Date. No applicable space). 14.2 Tenant shall, despite any permitted assignment or sublease shall affect or reduce any sublease, remain directly and primarily liable for the performance of all of the covenants, duties and obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant Landlord shall be relieved permitted to enforce the provisions of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the against Tenant or any assignee has executed the agreement referred to below or subleasee without demand upon or proceeding in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or sublettingway against any other person; provided, but subject to the foregoing sentencehowever, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case event of an assignment of this LeaseLease with the Landlord's consent to a new tenant which has financial ability which is the same or greater than Tenant, which consent shall not be unreasonably withheld by Landlord, Tenant shallshall be released from all liability under this Lease. 14.3 Consent by Landlord to a particular assignment or sublease shall not be deemed a consent to any other subsequent transaction. If this Lease is assigned or if the Leased Premises are subleased without the permission of Landlord, within fifteen (15) days after then Landlord may nevertheless collect rent from the execution assignee or subleasee and delivery apply the net amount collected to the rent payable hereunder, but no such transaction or collection of rent or application thereof by Landlord shall be deemed a waiver of any such assignment, deliver to Landlord (i) provision hereof or a duplicate original release of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein from the assignee shall agree to assume and agree to observe and perform all performance of the terms and provisions of this Lease on the part obligations of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request thereforhereunder. (c) Upon the occurrence and during the continuance 14.4 All cash or other proceeds of an Event any assignment, sale or sublease of Default under Tenants interest in this Lease, whether consented to by Landlord or not, shall have be paid to Landlord notwithstanding the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Propertyfact that such proceeds exceed the rent called for hereunder, and Tenant hereby irrevocably and unconditionally assigns to Landlord all rights it might have or ever acquire in such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunderproceeds.

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may not assign its interest in this Lease and may or sublet or grant licenses to any Leased Property the Properties in whole or in part, from time to at any time, without the prior written consent of Landlord, provided that, which may be refused in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignmentLandlord's sole and absolute discretion. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect Landlord hereby consents to any assignment or sublease to an entity that is not an Affiliate of Tenant and subleases which relates to at least 10% of are in existence on the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of DefaultCommencement Date. (b) Each sublease or license of a Leased Property the Properties or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, subletting Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in Landlord under this Lease. Tenant agrees that in the case of an assignment of this the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Propertyof the Properties, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the CodeExcept as set forth herein, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, with prior written notice to Landlord but without the consent of Landlord; provided, provided thathowever, in no event may Tenant assign this Lease or sublease any portion of the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect Leased Premises to any assignment Person whose property or sublease interests are subject to an entity that being blocked under any Terrorism Laws and/or who is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet in violation of any Leased PropertyTerrorism Laws, Tenant shall provide Landlord with a written summary of the material terms of and any such assignment or sublease prior subletting shall not be effective until the assignee or sublessee has provided written certification to Landlord that (A) neither such assignee or sublessee nor any Person who owns directly or indirectly any interest in such assignee or sublessee is a Person whose property or interests are subject to being blocked under any of the Terrorism Laws or is otherwise in violation of any Terrorism Laws, and (B) such assignee or sublessee has taken reasonable measures to assure that no Person who owns directly or indirectly any interest in such assignee or sublessee is a Person whose property or interests are subject to being blocked under any of the Terrorism Laws or is otherwise in violation of the Terrorism Laws; provided, however, the covenant contained in this sentence shall not apply to any Person to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided extent that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result Person’s interest is in an Event of Defaultor through a U.S. publicly traded entity. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of the assigning Tenant hereunder or of any guarantor of the assigning Tenant’s obligations hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if made and the assigning Tenant assigns its interest hereunder to and any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant assignee shall be relieved jointly and severally liable for all obligations of all of its obligations under Tenant pursuant to this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of DefaultLease. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, subletting Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the payment and performance of all its other obligations under this Lease; provided, however, if the assignee of Tenant’s interest has an investment grade rating by Standard & Poor’s of not less than BBB- or an investment grade rating by Mxxxx’x of not less than Baa3 (but in no event less than the related Standard & Poor’s or Mxxxx’x rating of Tenant or of Guarantor at the time), or equivalent rating of any other nationally recognized statistical rating organization and is not on credit watch for downgrade, then, Tenant and any guarantor of Tenant’s hereunder shall be released from all liability and obligation under this Lease arising from and after the date of assignment upon delivery to Landlord of a validly authorized and executed, enforceable Instrument of Assumption described below in this Paragraph. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this the Lease, Tenant shall, within fifteen thirty (1530) days after prior the execution and delivery scheduled commencement date of any such assignment, deliver to Landlord (i) a duplicate original copy of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen thirty (1530) days after prior to the execution and delivery scheduled commencement date of such sublease, deliver to Landlord a duplicate original copy of such sublease; with respect . The failure by Tenant to each other sublease, Tenant shall provide a copy thereof such prior written notice to Landlord promptly after Landlord’s request thereforshall not have the effect of voiding such sublease or assignment. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. (i) Landlord agrees for itself, providedits successors and assigns, howeverpromptly upon Tenant’s request, to enter into a nondisturbance and attornment agreement with any Qualified Subtenant, as defined below, upon the terms described below, pursuant to which Landlord shall agree, for so long as such Qualified Subtenant is not in default beyond all applicable periods of notice and cure under its Qualified Sublease, as defined below, that the Qualified Sublease shall not be terminated as a result of any termination of this Lease and such Qualified Subtenant’s use and occupancy of the Leased Premises shall not be disturbed by Landlord, and pursuant to which such Qualified Subtenant shall agree to attorn to Landlord or its successor as landlord under the Qualified Sublease upon any termination of this Lease. Said agreement shall further provide that nothing therein contained shall impose any obligation on the Landlord or the Lender to (A) return or apply any security deposit under such Qualified Sublease, unless such security deposit shall be transferred and turned over to the Landlord or Lender or their or either of their successors, (B) expend any sums to make any installations or alterations provided to be made by the landlord under said Qualified Sublease or reimburse the tenant under said Qualified Sublease for any installations or alterations made by it, (C) be liable for any act or omission of Tenant as sublandlord (or any successor to Tenant as sublandlord) or be subject to any offsets or defense which such Qualified Subtenant might have against Tenant as sublandlord (or any successor to Tenant as sublandlord), (D) be bound by any rent or additional rent which such Qualified Subtenant might have paid for more than the current month to any prior landlord, or (E) be bound by any amendment or modification of the Qualified Sublease made without the prior written consent of Landlord. (ii) Any subtenant under a Qualified Sublease, as defined below, is a “Qualified Subtenant.” A “Qualified Sublease” shall be any sublease of no less than 300,000 square feet of the Leased Premises, pursuant to which the subtenant thereunder had, (A) at the time such sublease was entered into, a Standard & Poor’s investment grade rating of BBB-, or higher or a Mxxxx’x investment grade rating of Baa3, or higher (or equivalent rating of any other nationally recognized statistical rating organization) and was not on credit watch and such entity is of no lesser financial quality than the Tenant at the time of such sublease or (B) in the event such subtenant does not have a public rating, then such subtenant shall be required to have a “Shadow Rating”, if publicly available, or in the alternative an equivalent “NAIC Rating” equal to a Standard & Poor’s investment grade rating of BBB-, or higher or a Mxxxx’x investment grade rating of Baa3, or higher (or equivalent rating of any other nationally recognized statistical rating organization) or have a financial condition equal to or better than any publicly traded company with an equivalent investment grade rating in the same industry or sector; such sublease to be on the identical terms and conditions of this Lease (except the Basic Rent or Additional Rent (or both) may be higher and the Qualified Subtenant shall not have a right of first refusal under Section 33 hereof), and for a term not to exceed the Term of this Lease, and with the Qualified Subtenant not to have any rights or options in addition to those provided to Tenant under this Lease (and if any such Qualified Sublease shall include all or part of any Renewal Term or Renewal Terms, then Tenant shall be conclusively deemed to have irrevocably waived the right to issue a Renewal Term Cancellation Notice as to such Renewal Term or Renewal Terms, which waiver Tenant will confirm in writing to Landlord if requested to do so, except that if thereafter such Qualified Sublease shall terminate prior to its original term and on or before the last day as of which Tenant would otherwise be entitled to issue a Renewal Term Cancellation Notice as to any Renewal Term originally included within the term of such Qualified Sublease, then Tenant’s right to issue a Renewal Term Cancellation Notice as to such Renewal Term and all subsequent Renewal Terms originally falling within the term of such Qualified Sublease shall be reinstated in accordance with the terms of this Lease). (i) Landlord agrees for itself, its successors and assigns, promptly upon Tenant’s request, to enter into an agreement with any Qualified Assignee, as defined below, pursuant to which Landlord shall agree, for so long as such Qualified Assignee is not in default of its obligations under this Lease, that no defaults or Event of Default is subsequently cured and shall be deemed to have occurred under this Lease has not been terminatedby reason of the occurrence of one or more of the events designated in Paragraphs 19(a)(iii), Landlord shall pay (iv), (v) or (vi) with respect to any party who was a Tenant all amounts it received pursuant to such assignment that have not been applied under this Lease prior to the obligations date of Tenant hereunderthe assignment of this Lease to the Qualified Assignee. (ii) A “Qualified Assignee” shall be any assignee of the Tenant’s rights, title and interest under this Lease which, at the time of the assignment to it, had a Standard & Poor’s investment grade rating of BBB-, or higher, or a Mxxxx’x investment grade rating of Baa3, or higher, (or equivalent rating of any other nationally recognized statistical rating organization) and is not on credit watch.

Assignment Subleasing. (a) With Except as otherwise expressly permitted by the exception terms of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Codethis Paragraph 17, Tenant may shall not assign its interest in this Lease and may or sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, to any Person without the prior written consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each Provided that no Event of Default, Tenant may, without Landlord’s consent, assign or sublet all or a portion of this Lease or the Premises to either (i) an Affiliate of Tenant or (ii) a Permitted Successor if (a) Tenant notifies Landlord at least 30 days prior to such Transfer; (b) Tenant delivers to Landlord, at the time of Tenant’s notice, current financial statements of Tenant and the proposed transferee that are reasonably acceptable to Landlord; and (c) the transferee assumes and agrees in a writing reasonably acceptable to Landlord to perform Tenant’s obligations under this Lease and to observe all terms and conditions of this Lease. A Transfer to an Affiliate or a Permitted Successor does not release Tenant from any liability or obligation under this Lease. (c) To the extent Landlord consents to a sublease, each such sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to except as otherwise agreed by Xxxxxxxx and the Lenders, in their sole discretion. No assignment or sublease shall impose any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations on Landlord under this Lease from and after the effective date of such assignment so long except as (i) the assignee has executed the agreement referred to below otherwise provided in this paragraph and Lease. (iid) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentencewhether permitted hereunder or otherwise, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (ce) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any excess shall be paid to Tenant unless and until this Lease is terminated) and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. At such time, providedif any, however, that if such as the Event of Default is subsequently cured cured, Xxxxxxxx’s right to collect such rents and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received other sums pursuant to the foregoing sentence shall terminate until such assignment that have not been applied to the obligations time, if any, as another Event of Tenant hereunderDefault occurs.

Assignment Subleasing. (a) With Subject to the exception provisions of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Codethis Paragraph 17, Tenant may assign assign, sublet, mortgage or pledge its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or sublettingsubletting the original Tenant (i.e., but subject to the foregoing sentenceInvitrogen Corporation) and any subsequent tenant who becomes Tenant hereunder, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after sublease and at Landlord’s request thereforoption, requiring any subtenant to recognize such sublease as a direct agreement between Landlord and such subtenant upon Tenant’s default (beyond any applicable cure period set forth herein). (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, As long as Tenant may assign its interest is not in this Lease and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations default under the Lease Guaranty after giving effect to such assignment. terms and conditions of this Lease, Tenant shall have no rights the right to mortgage sublet or otherwise hypothecate its leasehold interest assign all or part of the Leased Premises to an Affiliate of Tenant without Landlord’s consent. Before such assignment or subletting to an Affiliate of Tenant shall be effective however, Tenant shall provide Landlord written notice of the name of such sublessor or assignee and a description of the relationship of such party to Tenant. As long as Tenant is not in default under the terms and conditions of this Lease. With respect , Tenant shall have the right to sublet or assign all or part of the Leased Premises to any assignment or sublease to an entity Party that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Propertywith Landlord's prior written consent, but said consent shall not be unreasonably withheld. In all circumstances, Tenant shall provide furnish Landlord with a written summary of the material terms fully executed copy of such assignment or sublease, promptly after the same is executed. No sublease prior to the commencement date thereof. For purposes under, or assignment of this Paragraph 17(a)Lease (or any rejection in bankruptcy or other default by any assignee or sublessee hereunder) shall relieve Tenant of its obligations hereunder, which shall continue as the term “assignment” obligations of a principal and “assign” shall not include as the obligations of a surety or a guarantor. Notwithstanding any merger, consolidation or sale of the stock of Tenant, provided that (i) of the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and Tenant; (ii) of any parent, subsidiary or Affiliate of the Tenant; or (iii) of any or all of the assets of the Tenant or any parent, subsidiary or Affiliate of the Tenant, the Tenant (and any successor of the Tenant by such merger, sale does or consolidation) shall continue to be obligated for all of the Tenant’s obligations hereunder without any abatement, diminution, set-off, reduction, rebate, termination, or decrease. The joint and several liability of Tenant named herein and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed, shall not result in any way be discharged, released or impaired by any (i) agreement which modifies any of the rights or obligations of the parties under this Lease; (ii) stipulation which extends the time within which an Event obligation under this Lease is to be performed; (iii) waiver of Defaultthe performance of an obligation required under this Lease; or (iv) failure to enforce any of the obligations set forth in this Lease, unless in each case, the same has been consented to by Landlord and Lender. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment, Tenant shall, not less than ten (10) days prior to the execution and delivery of any such assignment as described in this Paragraph 17(b), give notice of this Leasesuch assignment to Landlord and Lender. Tenant further agrees that in the case of such assignment, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord and Lender (i) a duplicate original of such assignment in recordable form form; and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In , and, in the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord and Lender a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this LeaseLease which has not been cured within the applicable period, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, . (d) Any sublease shall provide that if such upon notice from Landlord and/or Lender of an Event of Default is subsequently cured and this Lease has not been terminatedDefault, all rent due under such sublease shall be paid as so directed. In no event shall Landlord shall pay or Lender have the right to direct the payment of sublease rents to any party other than Tenant all except in an aggregate amount equal to or less than the aggregate amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant due hereunder.

Assignment Subleasing. The LESSEE shall not assign, sublet or license the Leased Premises (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) all of the Codeforegoing actions are so referred to as an “Assignment”), Tenant without first obtaining the LESSOR’S prior written consent; which consent may assign its interest in be withheld. If LESSOR consents to any Assignment then LESSEE shall remain directly and primarily obligated to LESSOR for the payment of all Rent, Additional Rent and for the full performance of all of the terms, obligations, covenants and conditions of this Lease until the lease expires unless LESSOR agrees to execute a written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph shall not be required in the case of an Assignment to a parent, subsidiary, other corporation affiliated with the LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all of the assets of LESSEE if, and may sublet only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or grant licenses enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Property Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in whole full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, or else a statement of the proposed Assignment in partform satisfactory to LESSOR. LESSEE shall pay to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, without the consent of Landlordrequire that such assignee, provided thatsubtenant, in the case of an assignmentlicensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant jointly and which relates to at least 10% of the usable square feet of any Leased Propertyseverally with LESSEE, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations LESSEE’S agreements under this LeaseLease (including payment of Rent). No LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such assignment or sublease collection shall impose any obligations on Landlordbe deemed a waiver of the provisions herein contained, except or the acceptance of the Assignee as otherwise provided in this Lease. Tenant agrees that in a LESSEE, or a release of LESSEE from direct and primary liability for the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery further performance of any such assignmentterm, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the Tenant express consent of LESSOR to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request thereforany further Assignment. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any the Leased Property Premises or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, to any Person without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired allexcept as otherwise agreed by Landlord and the Lenders, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Defaulttheir sole discretion. Notwithstanding any assignment or subletting, but subject to unless otherwise agreed by Landlord and the foregoing sentenceLenders in their sole discretion, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any excess shall be paid to Tenant unless and until this Lease is terminated) and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. At such time, providedif any, however, that if such as the Event of Default is subsequently cured cured, Landlord’s right to collect such rents and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received other sums pursuant to the foregoing sentence shall terminate until such assignment that have not been applied to the obligations time, if any, as another Event of Tenant hereunderDefault occurs.

Assignment Subleasing. (a) With TENANT agrees not to sell, assign, mortgage, pledge, franchise or in any manner transfer this Lease or any estate of interest thereunder and not to sublet the exception Leased Premises or any part or parts thereof and not to permit any licensee or concessionaire therein without the previous written consent of a tenant that would render any Leased Property the LANDLORD in each instance first obtained. Notwithstanding the above, TENANT may sublet all or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, Premises provided that (i) the Lease Guarantor reaffirms its obligations under terms of such sublease agreement and the Lease Guaranty after giving effect identity of such sublessee shall be approved in advance by LANDLORD (such approval not to such sale be unreasonably withheld, conditioned , or delayed) and (ii) LANDLORD shall be entitled to receive any rent or payments received by TENANT on account of such sale does not result sublease which is, on a square foot basis, in an Event excess of Default. (b) Each sublease the rent paid by TENANT to LANDLORD on a square foot basis hereunder. Consent by LANDLORD to one assignment of this Lease or license to one subletting, sale, mortgage, pledge or other transfer including licensing or the grant of a Leased Property or any part thereof concession shall not be subject and subordinate to the provisions a waiver of LANDLORD'S right under this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect Article as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Defaultsubsequent similar action. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant TENANT shall continue to remain primarily fully liable on this Lease and responsible for the payment shall not be released from performing any of the Basic Rent terms, covenants and Additional Rent conditions of this Lease. This prohibition includes any subletting or assignment which would otherwise occur by operation of law. In connection with any request by TENANT to assign or sublet this Lease, TENANT shall pay to LANDLORD, upon demand, any and all legal fees incurred by LANDLORD related to said request or the performance proposed assignment. LANDLORD'S rights to assign this Lease are and shall remain unqualified. Upon any sale of the Leased Premises and provided the purchaser assumes all its other obligations under this Lease, LANDLORD shall thereupon be entirely freed of all obligations of the LANDLORD hereunder and shall not be subject to any liability resulting from any act or omission or event occurring after such conveyance. No assignment LANDLORD shall give TENANT notice of any transfer or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease. Upon the sale or other transfer of LANDLORD'S interest in this Lease, Tenant shallTENANT agrees to recognize and attorn to such transferee as LANDLORD, within fifteen (15) days after and TENANT further agrees to execute and deliver a recordable instrument setting forth the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request thereforparagraph. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any the Leased Property Premises or a portion thereof a “"tax-exempt use property” " within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord. Except for any right to place a lien on its personal property and Trade Fixtures, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased PropertyAffiliate, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, (i) Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this LeaseLease and (ii) Lease Guarantor shall continue to remain primarily liable for each of its payment and performance obligations under the Lease Guaranty. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With Tenant shall not assign this Lease or sublet the exception whole or any part of a tenant that would render any the Leased Property without Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed; it being agreed, however, that Landlord will give its consent to any sublease or assignment of all or any portion of the Leased Property to a portion thereof GIGA Entity for the Permitted Use or to a “tax-exempt use property” within successor entity by reason of merger or acquisition of substantially all of Tenant's stock or assets. Notwithstanding such consent, Tenant shall remain liable to Landlord for the meaning payment of Section 168(hall Base Rent, Additional Charges, any other charges due hereunder, and for the full performance of the covenants and conditions of this Lease. Landlord's consent to any such transfer, assignment or sublease will not be deemed a consent to any subsequent transfer, assignment or sublease. In the event of any such transfer, assignment or subletting, Tenant shall pay to Landlord as additional rent hereunder one hundred percent (100%) of all sums or other economic consideration that Tenant receives as a result of such transfer, assignment or subletting, which exceed in the Code, aggregate the total sums which Tenant may assign its interest in is obligated to pay Landlord under this Lease and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without the consent of Landlord, provided that, (in the case of an assignmenta sublease, Lease Guarantor reaffirms its prorated to reflect obligations allocable to that portion of the Leased Property). In the event of a default under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under terms of this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of , if the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate are then assigned or sublet, Landlord, in addition to the provisions of this Leaseany other remedies herein provided or provided by law, and the term of each may at its option collect directly from assignee or subtenant all rents becoming due to Tenant under such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce and apply such rent against any of the obligations of sums due it by Tenant hereunder, and all no such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant collection shall be relieved construed to constitute a novation or a release of all Tenant from the further performance of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any the Leased Property Premises or a portion thereof a “"tax-exempt use property” " within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord. Except for any right to place a lien on its personal property, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased PropertyAffiliate, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale Each sublease of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, (i) Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this LeaseLease and (ii) Lease Guarantor shall continue to remain primarily liable for each of its payment and performance obligations under the Lease Guaranty. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) . Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With ASSIGNMENT SUBLETTING Tenant shall have the exception of a tenant that would render any Leased Property right to assign (but not to mortgage or a portion thereof a “tax-exempt use property” within the meaning of Section 168(hotherwise encumber) of the Code, Tenant may assign its interest in this Lease and may sublet the Leased Premises or grant licenses to any Leased Property in whole or in part, from time to timepart thereof, without obtaining the prior written consent of LandlordLandlord (but subject to the notice provisions of subsection (b) below), provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations that Tenant remains fully liable under the Lease Guaranty after giving effect to such assignmentterms and conditions of this Lease. Tenant shall have no rights to not mortgage or otherwise hypothecate encumber its leasehold interest under this LeaseLease without the prior written consent of Landlord and Lender, which consent shall not be unreasonably withheld, conditioned or delayed, subject to their then-current underwriting criteria for similar properties and transactions. With respect Tenant shall deliver to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet Landlord a fully-executed duplicate original of any Leased Propertysuch assignment, Tenant shall provide Landlord with a written summary of the material terms of such assignment sublease, encumbrance or sublease prior to the commencement date thereof. For purposes other transfer within ten (10) days after Tenant's execution thereof Any attempted assignment, transfer or other encumbrance of this Lease or an or any of Tenant's rights hereunder or interest herein not in accordance with this Paragraph 17(a), the term “assignment” 17 shall be void and “assign” of no force or effect Landlord's collection or acceptance of Basic Rent or Additional Rent from any assignee shall not include be construed either as waiving or releasing Tenant from any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its liabilities or obligations under the this Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment guarantor or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Defaultsurety. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible As security for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver hereby assigns to Landlord (i) a duplicate original the rent due from any sublessee of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignmentTenant. In the case of a sublease For any period during which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of there exists an Event of Default under this Leasehereunder, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns authorizes each such rents and money sublessee to Landlord, which assignment may be exercised pay said rent directly to Landlord as Basic Rent or Additional Rent hereunder upon and after (but not before) the occurrence receipt of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, notice from Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunderspecifying same.

Assignment Subleasing. (a) With Except as otherwise expressly permitted by the exception terms of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Codethis Paragraph 17, Tenant may shall not assign its interest in this Lease and may or sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, to any Person without the prior written consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each Provided that no Event of Default, Tenant may, without Landlord’s consent, assign or sublet all or a portion of this Lease or the Premises to either (i) an Affiliate of Tenant or (ii) a Permitted Successor if (a) Tenant notifies Landlord at least 30 days prior to such Transfer; (b) Tenant delivers to Landlord, at the time of Tenant’s notice, current financial statements of Tenant and the proposed transferee that are reasonably acceptable to Landlord; and (c) the transferee assumes and agrees in a writing reasonably acceptable to Landlord to perform Tenant’s obligations under this Lease and to observe all terms and conditions of this Lease. A Transfer to an Affiliate or a Permitted Successor does not release Tenant from any liability or obligation under this Lease. (c) To the extent Landlord consents to a sublease, each such sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to except as otherwise agreed by Xxxxxxxx and the Lenders, in their sole discretion. No assignment or sublease shall impose any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations on Landlord under this Lease from and after the effective date of such assignment so long except as (i) the assignee has executed the agreement referred to below otherwise provided in this paragraph and Lease. (iid) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentencewhether permitted hereunder or otherwise, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (ce) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any excess shall be paid to Tenant unless and until this Lease is terminated) and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. At such time, providedif any, however, that if such as the Event of Default is subsequently cured cured, Xxxxxxxx’s right to collect such rents and this Lease has not been terminatedother sums pursuant to the foregoing sentence shall terminate until such time, if any, as another Event of Default occurs. (f) Notwithstanding anything to the contrary herein, Landlord shall pay to Tenant all amounts it received hereby approves the occupancy arrangement with Xxxxxxxxx Financial Services, Inc. (“Xxxxxxxxx”), pursuant to the terms of that certain “Networking and Investment Advisory Referral Agreement dated as of March 1, 2019. Any occupancy by Xxxxxxxxx permitted under this Section 17. (f) shall not be deemed a transfer under this Section 17 and no such assignment that have not been applied occupancy shall relieve Tenant from any liability under this Lease. Tenant shall be joint and severally liable with Xxxxxxxxx with respect to Xxxxxxxxx’x use and occupancy of the obligations of Tenant hereunder.Leased Premises.1