Common use of Assignment Subleasing Clause in Contracts

Assignment Subleasing. (a) 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 Leased Premises. Tenant may assign its interest in this Lease or sublease any portion(s) of the Leased Premises without the prior written consent of Landlord. In the event of an assignment or sublease to an entity not affiliated with the Tenant involving greater than thirty-three percent (33%) of the Leased Premises, Tenant shall give Notice to Landlord of such assignment or sublease by providing an executed copy of each such assignment or sublease, as the case may be. No sublease under, or assignment of this Lease 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 due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall not 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 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 this Lease, unless in each case, the same has been consented to by Landlord and Lender.

Assignment Subleasing. (a) 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 Leased Premises. Tenant may Lessee shall be without right to assign its interest in this Lease or sublease the Demised Premises or sublet the same in whole or in part without the written consent of the Lessor first having been obtained, which consent shall not be unreasonably withheld, nor shall there be an assignment of this Lease by operation of law. However, Lessor agrees and accepts that this Lease shall be assignable to any portion(saffiliated or subsidiary companies of Lessee, with the written consent of the Lessor, which consent shall not be unreasonably withheld, and freely assignable to any affiliated or subsidiary company of Lessee, provided said affiliated or subsidiary company's usage, density and parking requirements shall be substantially the same as that of Lessee. Lessee shall promptly pay to Lessor any rent, additional rent or other consideration received by Lessee in connection with any assignment or subletting in excess of the rent, additional rent and other charges hereunder. Any change in the control of Lessee, which is a privately owned corporation, partnership or business trust, herein defined as any change of ownership in excess of fifty percent (50%) of the Leased Premises outstanding shares or interest in the company, without the prior written consent of Landlord. In the event of Lessor to said change in control or operation, shall constitute an attempted assignment or sublease to an entity not affiliated subletting in violation of this provision and shall be null and void and of no effect. Any assignment or subletting even with the Tenant involving greater than thirty-three percent (33%) approval of the Leased Premises, Tenant Lessor shall give Notice to Landlord not release the Lessee from liability hereunder. Any change in the use of such the Demised Premises in connection with the assignment or sublease subletting shall be subject to Lessors consent which Lessor may withhold in its sole discretion. If, as a result of any approved assignment of the Demised Premises the use thereof is changed, then the Lessee shall be solely responsible for any alterations and improvements and any increase in the cost of fire, extended coverage, vandalism and malicious mischief insurance. Any consent by providing an executed copy of each such Lessor to any proposed assignment or sublease, as the case may be. No sublease under, subletting shall not constitute consent to any future or assignment of this Lease 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 subsequent assignment or otherwise), and the due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall not 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 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 this Lease, unless in each case, the same has been consented to by Landlord and Lendersubletting.

Assignment Subleasing. Lessee shall not assign, sublet, underlet, mortgage, pledge or encumber (acollectively referred to as "Transfer") Tenant (or Tenantthis lease without Lessor'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 Leased Premises. Tenant may assign its interest in this Lease or sublease any portion(s) of the Leased Premises without the prior written consent; such consent not to be unreasonably withheld or delayed. Lessor's refusal to consent to a Transfer for any use or purpose other than as specifically stated in Article VI herein shall not be deemed to be an unreasonable withholding of Landlordconsent. In the event that Lessee desires to Transfer this lease to a proposed new Lessee to whom Lessor is required to give its reasonable consent pursuant to the foregoing paragraph, Lessor shall have the option of either (1) allowing Lessee to transfer this lease, in which case Lessee shall remain primarily liable upon all the terms, conditions and covenants hereof, will deliver to Lessor an assignment instrument executed by the Transferree binding the same to the terms and provisions of this lease and will pay to Lessor the amount by which the sum of rent, additional rent due to taxes and all other money or sublease consideration it receives from a Transferree exceeds the sum of all monetary obligations which Lessee owes to an entity not affiliated with Lessor for the Tenant involving greater than thirty-three percent (33%) of the Leased Premises, Tenant shall give Notice to Landlord period of such assignment Transfer, after accounting for (either by amortizing or sublease expensing as is required by providing an executed copy G.A.A.P.) reasonable brokerage, tenant fit-up and attorneys fees incurred to procure said Transferree; or (2) terminating this lease and relieving Lessee of each such assignment or sublease, as the case may be. No sublease under, or assignment of this Lease shall relieve Tenant of all its future obligations hereunder, which shall continue as . In 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 due performance of the obligations of this Lease on Tenant's part event that Lessor decides to be performed or observed, shall not in any way be discharged, released or impaired by any (i) agreement which modifies any of the rights or obligations of the parties under terminate this Lease, (ii) stipulation which extends it shall be free to enter into a new lease with the time within which an obligation under this Lease is proposed new Lessee or anyone else on whatever terms and conditions it chooses. Consent by Lessor, whether express or implied, to be performed, (iii) any Transfer shall not constitute a waiver of the performance Lessor's right to prohibit any subsequent Transfer; nor shall such consent be deemed a waiver of an obligation required under Lessor's right to terminate this Lease, or (iv) failure to enforce lease upon any of the obligations set forth in this Lease, unless in each case, the same has been consented to by Landlord and Lendersubsequent Transfer.

Assignment Subleasing. LESSEE shall not assign, sublet, underlet, mortgage, pledge or encumber (acollectively referred to as "Transfer") Tenant (or Tenantthis Sublease without LESSOR'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 Leased Premises. Tenant may assign its interest in this Lease or sublease any portion(s) of the Leased Premises without the prior written consent which consent shall not be unreasonably withheld or delayed. LESSOR's refusal to consent to a Transfer for any use or purpose other than specifically stated in paragraph 8 herein shall not be deemed to be unreasonable withholding of Landlordconsent. In the event the LESSEE desires to Transfer this Sublease to a proposed new LESSEE to whom LESSOR is required to give its reasonable consent pursuant to the foregoing paragraph, LESSOR shall have the option of an assignment either (1) allowing LESSEE to Transfer this Sublease, in which case LESSEE shall remain primarily liable upon all the terms, conditions, and covenants hereof, will bind any Transferee to the terms and provisions of this Sublease and will pay to LESSOR the amount by which the sum of rent, additional rent due to taxes, and all other money or consideration it received from a Transferee exceeds the sum of all monetary obligations which LESSEE owes to LESSOR for the period of such Transfer; or (2) terminating this Sublease and relieving LESSEE of all its future obligations hereunder. In the event that LESSOR decides to terminate this Sublease, it shall be free to enter into a new Sublease with the proposed new Tenant or anyone else on whatever terms and conditions it chooses. Consent by LESSOR, whether express or implied, to any Transfer shall not constitute a waiver of LESSOR's right to prohibit any subsequent Transfer; nor shall such consent be deemed a waiver of LESSOR's right to terminate this Sublease upon any subsequent Transfer. Notwithstanding anything to the contrary contained in this Sublease but subject to the final sentence of this paragraph, LESSEE may, upon thirty (30) days written notice to LESSOR but without LESSOR's prior written consent, and without LESSOR having any right to terminate this Sublease or share in any consideration or profit therefor, assign or transfer its entire interest in this Sublease and the leasehold estate hereby created, or sublease the entire demised premises, to an a successor corporation of LESSEE, which for the purposes of this Sublease shall mean either (a) any corporation or other business entity which controls, is controlled by, or under common control with, LESSEE (a "Related Corporation"), or (b) a corporation or other business entity into which or with which LESSEE, its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions of the merger or consolidation of corporations, provided that by operation of law or by effective provisions contained in the instruments of merger or consolidation the liabilities of the corporations or other business entities participating in such merger or consolidation are assumed by the corporation or other business entity surviving such merger or consolidation, or (c) a corporation or other business entity acquiring substantially all of LESSEE's assets located in the Premises, or (d) any successor to a successor corporation becoming such by any of the methods described in subdivisions (a), (b) and (c) above; provided, however, that LESSEE shall have no such right to assign or transfer to a Successor Corporation unless LESSEE shall not affiliated be in default in the performance of any of its obligations under this Sublease beyond the applicable notice and cure period and with respect to subdivision (c) above, as of the Tenant involving greater date of such transfer, the purchaser has the reasonable financial ability to perform its obligations with respect to this Sublease and/or the Premises. For the purposes hereof "control" shall be deemed to mean ownership of not less than thirty-three fifty percent (3350%) of all of the Leased Premises, Tenant shall give Notice to Landlord voting stock of such assignment or sublease by providing an executed copy of each such assignment or sublease, as the case may be. No sublease undercorporation, or assignment not less than fifty percent (50%) of all of the legal and equitable interest in any other business entity, or the possession of the power, directly or indirectly, to direct or cause the direction of management and policy of a corporation or other business entity, whether through the ownership of voting securities, common directors or officers, the contractual right to manage the business affairs of such business entity, or otherwise. Notwithstanding anything to the contrary contained in this Sublease (x) any sale or transfer of Lessee's capital stock through any public exchange, or redemption or issuance of additional stock of any class, shall not be deemed an assignment, subletting or any other transfer of this Lease shall relieve Tenant of its obligations hereunderSublease or the Premises and (y) any successor corporation may use the demised premises only for the permitted use described in Section 8 above, provided however that with LESSOR's prior written consent, which shall continue as not be unreasonably withheld or delayed, such successor corporation may use the obligations demised premises for any other lawful retail use which is not in conflict with the principle use 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 due performance existing tenant of the obligations Building at the time of this Lease on Tenant's part to be performed or observedsuch assignment. Notwithstanding the foregoing, shall not in any way be discharged, released or impaired by any (i) agreement LESSEE may not Transfer this Sublease to any entity that in LESSOR's reasonable opinion is a direct competitor of LESSOR without LESSOR's prior written consent, which modifies any of the rights may be withheld or obligations of the parties under this Leasedelayed in LESSOR's sole discretion, and (ii) stipulation which extends in the time within which an obligation under this Lease is event of any Transfer by LESSEE described hereunder, LESSEE shall remain jointly and severally liable to be performed, (iii) waiver LESSOR for any and all obligations arising out of the 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 Lendertransferee's tenancy.

Assignment Subleasing. (a) Tenant (The Lessee shall not assign, sublet, mortgage, pledge, encumber or Tenant's wholly-owned subsidiary otherwise transfer the whole or an entity controlled by or in common control with Tenant) is currently in occupancy and is operating its business at the Leased Premises. Tenant may assign its interest in this Lease or sublease any portion(s) part of the Leased Premises without the Lessor’s prior written consent of Landlord. In the event of an assignment or sublease to an entity not affiliated with the Tenant involving greater than thirty-three percent (33%) of the Leased Premises, Tenant shall give Notice to Landlord of such assignment or sublease by providing an executed copy of each such assignment or sublease, as the case may be. No sublease under, or assignment of this Lease shall relieve Tenant of its obligations hereunderconsent, which consent shall continue as not be unreasonably withheld or delayed. Notwithstanding such consent, Lessee shall remain liable to Lessor for the obligations payment of a principal all rent and not as for 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 due full performance of the obligations covenants and conditions of this Lease. If this Lease on Tenant's is assigned or if the Premises or any part thereof is sublet, the Lessor may collect rent and 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 performed waiver or observedthe Lessee’s covenant not to so assign or sublet or to be an acceptance of the assignee or sublessee as a Lessee or to be a release of the Lessee form is obligations under this Lease. 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, shall payable in advance, and all of Lessor’s reasonable legal review fees. Payment of these fees does not in any way be discharged, released or impaired by any (i) agreement which modifies any guarantee the approval of the rights assignment or obligations of sublease. The Lessee shall pay to the parties under this LeaseLessor, (ii) 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 this Lease, unless in each case, as and when the same has been consented becomes due under any permitted sublease, any rent, additional rent and other sums received by the Lessee on account of such subletting which shall exceed the rent payable to the Lessor hereunder and any reasonable expenses incurred by Landlord and Lenderthe Lessee in connection with such subletting.

Assignment Subleasing. (a) Tenant (The LESSEE shall not assign or Tenant's wholly-owned subsidiary sublet the whole or any part of the Premises without LESSOR’S prior written consent, such consent shall not be 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 SUBLESSEE or ASSIGNEE is paying rent at an entity controlled by or amount greater than outlined in common control with Tenant) is currently in occupancy Section 4 of this agreement, the amount over less LESSEE’S subleasing expenses which shall include tenant improvement costs, legal fees and is operating its business at the Leased Premisesbrokerage fees shall be due to LESSOR. Tenant may assign its interest in this Lease No assignment or sublease any portion(s) shall release LESSEE from, and LESSEE shall remain fully liable for, performance of LESSEE’S obligations under the lease. LESSEE shall not sublease to a current or prospective tenant of the Leased Premises Building. Prospective tenants are those tenants who have been introduced to the Property within thirty (30) days of the sublease proposal or any tenant in negotiation with LESSOR. LESSEE shall not sublease below Fair Market Value, without the LESSOR’S prior written consent consent. Fair Market Value shall take the length of Landlordthe proposed term into consideration. LESSOR shall designate Fair Market Value, (the “Fair Market Value”) by written notice to LESSEE within five (5) days of receipt of notice of intent to sublease from LESSEE. If LESSEE disagrees with such designation, (the “Designation”), LESSEE shall by written notice, advise LESSOR of such disagreement; otherwise LESSEE shall conclusively be deemed to have agreed to such Designation. In the event that the Parties are unable to agree, each Party shall appoint an appraiser. Each appraiser so appointed shall be instructed to determine independently the Fair Market Value and then confer. If the two appraisers are unable to determine a Designation acceptable to both parties, they shall appoint a third appraiser. The Designation of an assignment this appraiser shall be considered final. Upon LESSEE’S notice to sublease all or sublease to an entity not affiliated with the Tenant involving greater than thirty-three percent (33%) a portion of the Leased Premises, Tenant shall give Notice to Landlord of such assignment or sublease by providing an executed copy of each such assignment or sublease, as the case LESSOR may be. No sublease under, or assignment of this Lease 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 due performance recapture all of the obligations of this Lease on Tenant's part to be performed Premises or observed, shall not in any way be discharged, released or impaired by any (i) agreement which modifies any the sublease portion of the rights or obligations of the parties under this Lease, (ii) 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 this Lease, unless in each case, the same has been consented to by Landlord and LenderPremises at LESSOR’S choice.

Assignment Subleasing. (a) A. Tenant (shall not assign or Tenant's wholly-owned subsidiary sublet the whole or an entity controlled by or in common control with Tenant) is currently in occupancy and is operating its business at the Leased Premises. Tenant may assign its interest in this Lease or sublease any portion(s) part of the Leased Premises or permit the Premises to otherwise be used or occupied by anyone than Tenant without the Landlord's prior written consent, which consent of Landlordshall not be unreasonably withheld. In the event of an However, without limitation, Landlord shall not be deemed to be unreasonable in withholding its consent to a proposed assignment or sublease if (i) the proposed assignee or subtenant does not possess substantial business experience and a good business reputation, or (ii) the proposed assignee or subtenant is not in sound financial condition or (iii) the proposed assignee or subtenant does have a minimum level of net worth or shareholder's equity equivalent to an entity not affiliated with the Tenant involving greater than thirty-three percent (33%) as of the Leased Premisesdate of the proposed assignment or subletting. It shall be a condition of the validity of any assignment that the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. No assignment or subletting shall relieve Tenant from its obligations hereunder and Tenant shall give Notice to Landlord of such assignment or sublease by providing an executed copy of each such assignment or sublease, as the case may beremain fully and primarily liable therefor. No sublease underB. If this Lease be assigned, or assignment if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this Lease shall relieve covenant, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from further performance by 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 (consent by Landlord to an assignment or otherwise), and the due performance of the obligations of this Lease on Tenant's part to be performed or observed, subletting shall not in any no way be discharged, released construed to relieve Tenant or impaired by any (i) agreement which modifies successor from obtaining the express consent in writing of Landlord to any of the rights further assignment or obligations of the parties under this Lease, (ii) 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 this Lease, unless in each case, the same has been consented to by Landlord and Lendersubletting.

Assignment Subleasing. The Lessee shall not assign or sublet or otherwise transfer, voluntarily or involuntarily, the whole or any part of the Premises or this Lease, or allow any other person to occupy the Premises without Lessor’s prior written consent, which consent shall not be unreasonably withheld or delayed, provided the Lessee shall give Lessor written notice of the terms of the assignment, transfer or sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations and such proposed uses are reasonably compatible with the other tenants of the Building and do not pose a material risk of nuisance to such other tenants or involve the handling, storage, generation of hazardous substances in substantial quantities 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 or sublet. The Lessee shall give the Lessor written notice of the terms of any proposed assignment or other transfer or sublease 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. Upon any assignment or subletting, Lessee shall pay and deliver to Lessor any and all monies or other consideration payable or otherwise deliver to Lessee in connection with such assignment or sublease. 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. The acceptance by the 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 a consent by the Lessor to any such assignment, sublease or transfer nor shall the same constitute a waiver of any right or remedy of the Lessor. Notwithstanding the above paragraph, in the event the Lessee (ai) Tenant sells substantially all of its assets, or (or Tenant's wholly-owned subsidiary or an entity controlled by or in common control with Tenantii) is currently a party to a merger or consolidation in occupancy 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 is operating its business at responsibilities hereunder. Notwithstanding anything to the Leased Premises. Tenant may assign its interest contrary in this Lease or sublease any portion(sSection 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 Leased Premises without the prior written consent deduction of Landlordany brokerage commission 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 an assignment or sublease to an entity not affiliated 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 (calculated separately for the Original Space and the New Space), 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 96,000. The resulting product shall be compared with the Tenant involving greater than thirtyrent paid by the sublessee. If the resulting product is more, one-three percent half (33%1/2) of the Leased Premises, Tenant excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) shall give Notice be paid by the Lessee to Landlord of such assignment or sublease by providing an executed copy of each such assignment or sublease, as the case may be. No sublease under, or assignment Lessor in accordance with the first sentence of this Lease paragraph. For purposes of this paragraph, rent actually paid each month by the sublessee shall relieve Tenant of its obligations hereunderbe considered the rent the sublessee is paying the Lessee, which shall continue as whether or not the obligations of sublessee is in default on an obligation to pay 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)higher amount, and the due performance of the obligations of this Lease on Tenant's part to be performed whether or observed, shall not 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 such payment includes 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 this Lease, unless in each case, the same has been consented to by Landlord and Lenderarrearage from a preceding month.

Assignment Subleasing. The Lessee shall not assign or sublet or otherwise transfer, voluntarily or involuntarily, the whole or any part of the Premises or this Lease, or allow any other person to occupy the Premises without Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, provided the Lessee shall give Lessor written notice of the terms of the assignment, transfer or sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations and such proposed uses are reasonably compatible with the other tenants of the Building and do not pose a material risk of nuisance to such other tenants or involve the handling, storage, generation of hazardous substances in substantial quantities 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 or sublet. The Lessee shall give the Lessor written notice of the terms of any proposed assignment or other transfer or sublease 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. Upon any assignment or subletting, Lessee shall pay and deliver to Lessor any and all monies or other consideration payable or otherwise deliver to Lessee in connection with such assignment or sublease. 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. The acceptance by the 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 a consent by the Lessor to any such assignment, sublease or transfer nor shall the same constitute a waiver of any right or remedy of the Lessor. Notwithstanding the above paragraph, in the event the Lessee (ai) Tenant sells substantially all of its assets, or (or Tenant's wholly-owned subsidiary or an entity controlled by or in common control with Tenantii) is currently a party to a merger or consolidation in occupancy 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 is operating its business at responsibilities hereunder. Notwithstanding anything to the Leased Premises. Tenant may assign its interest contrary in this Lease or sublease any portion(sSection 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 Leased Premises without the prior written consent deduction of Landlordany brokerage commission 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 an assignment or sublease to an entity not affiliated 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 79,200. The resulting product shall be compared with the Tenant involving greater than thirtyrent paid by the sublessee. If the resulting product is more, one-three percent half (33%1/2) of the Leased Premises, Tenant excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) shall give Notice be paid by the Lessee to Landlord of such assignment or sublease by providing an executed copy of each such assignment or sublease, as the case may be. No sublease under, or assignment Lessor in accordance with the first sentence of this Lease paragraph. For purposes of this paragraph, rent actually paid each month by the sublessee shall relieve Tenant of its obligations hereunderbe considered the rent the sublessee is paying the Lessee, which shall continue as whether or not the obligations of sublessee is in default on an obligation to pay 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)higher amount, and the due performance of the obligations of this Lease on Tenant's part to be performed whether or observed, shall not 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 such payment includes 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 this Lease, unless in each case, the same has been consented to by Landlord and Lenderarrearage from a preceding month.

Assignment Subleasing. The LESSEE shall not assign, sublet or license the Leased Premises (a) Tenant (all of the foregoing actions are so referred to as an “Assignment”), without first obtaining the LESSOR’S prior written consent; which consent may 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 Tenant's wholly-owned subsidiary or to an entity controlled by into which the LESSEE is merged or in common control to an entity which acquires all or substantially all of the assets of LESSEE if, and 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 enter into negotiations with Tenant) is currently in occupancy and is operating its business at the Leased Premisesrespect 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. Tenant may assign its interest in this Lease LESSEE shall not offer to make or sublease make an Assignment of any portion(s) portion of the Leased Premises without unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the prior written 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 of Landlord. In the event of an assignment or sublease to an entity not affiliated with Assignment shall be delivered to LESSOR thirty (30) days prior to the Tenant involving greater than thirty-three percent (33%) date of the Leased PremisesAssignment and said request shall include a copy of the proposed instrument of Assignment, Tenant if available, or else a statement of the proposed Assignment in form satisfactory to LESSOR. LESSEE shall give Notice pay to Landlord 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, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of all LESSEE’S agreements under this Lease (including payment of Rent). 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 by providing an executed copy of each such assignment or sublease, as the case may be. No sublease under, or assignment of this Lease collection shall relieve Tenant of its obligations hereunder, which shall continue as the obligations of be deemed 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 due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall not 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 obligation under this Lease is to be performed, (iii) waiver of the provisions herein contained, or the acceptance of the Assignee as a LESSEE, or a release of LESSEE from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an obligation required under this Lease, or (iv) failure Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to enforce any of the obligations set forth in this Lease, unless in each case, the same has been consented to by Landlord and Lenderfurther Assignment.

Assignment Subleasing. (a) Tenant (or Tenant's wholly-owned subsidiary or an entity controlled by TENANT agrees not to sell, assign, mortgage, pledge, franchise or in common control with Tenant) is currently in occupancy and is operating its business at the Leased Premises. Tenant may assign its interest in any manner transfer this Lease or any estate of interest thereunder and not to sublet the Leased Premises or any part or parts thereof and not to permit any licensee or concessionaire therein without the previous written consent of the LANDLORD in each instance first obtained. Notwithstanding the above, TENANT may sublet all or a portion of the Premises provided that (i) the terms of such sublease agreement and the identity of such sublessee shall be approved in advance by LANDLORD (such approval not to be unreasonably withheld, conditioned , or delayed) and (ii) LANDLORD shall be entitled to receive any portion(s) rent or payments received by TENANT on account of such sublease which is, on a square foot basis, in excess of the rent paid by TENANT to LANDLORD on a square foot basis hereunder. Consent by LANDLORD to one assignment of this Lease or to one subletting, sale, mortgage, pledge or other transfer including licensing or the grant of a concession shall not be a waiver of LANDLORD'S right under this Article as to any subsequent similar action. Notwithstanding any assignment or subletting, TENANT shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants and 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 proposed assignment. LANDLORD'S rights to assign this Lease are and shall remain unqualified. Upon any sale of the Leased Premises without and provided the prior written consent purchaser assumes all obligations under this Lease, LANDLORD shall thereupon be entirely freed of Landlord. In the event of an assignment or sublease to an entity not affiliated with the Tenant involving greater than thirty-three percent (33%) all obligations of the Leased Premises, Tenant LANDLORD hereunder and shall not be subject to any liability resulting from any act or omission or event occurring after such conveyance. LANDLORD shall give Notice to Landlord TENANT notice of such assignment or sublease by providing an executed copy of each such assignment or sublease, as the case may be. No sublease under, any transfer or assignment of this Lease shall relieve Tenant Lease. Upon the sale or other transfer 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 LANDLORD'S 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 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 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 this Lease, unless in each caseTENANT agrees to recognize and attorn to such transferee as LANDLORD, and TENANT further agrees to execute and deliver a recordable instrument setting forth the same has been consented to by Landlord and Lenderprovisions of this paragraph.

Assignment Subleasing. (a) Tenant (or Tenant's wholly-owned subsidiary or an entity controlled by shall not assign or in common control with Tenant) is currently in any manner transfer this lease, or any estate or interest therein or sublet the premises or any part thereof or grant any license, concession or other right of occupancy and is operating its business at the Leased Premises. Tenant may assign its interest in this Lease or sublease of any portion(s) portion of the Leased Premises premises without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed. Consent by Landlord to any assignment or subletting shall not operate as a waiver of Landlord’s rights as to any subsequent assignment or subletting. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant’s obligations under this lease shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant’s obligations under this lease. In the event of an a transfer or assignment by landlord of its interest in this lease or sublease 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 an entity secure the performance of 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 affiliated with mortgage, pledge or otherwise encumber its interest in this lease or in the premises. If Tenant involving greater than thirty-three percent (33%) assigns or sublets all or a portion of the Leased Premisespremises 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 payable by Tenant shall give Notice to Landlord for the terms of such assignment or sublease by providing an executed copy of each such assignment or sublease, as the case may be. No sublease under, or assignment of this Lease 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 due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall not 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 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 this Lease, unless in each case, the same has been consented to by Landlord and Lendersubletting.

Assignment Subleasing. Lessee shall not assign, sublet, underlet, mortgage, pledge or encumber (acollectively referred to as "Transfer") Tenant this lease without Lessor's prior written consent, which consent shall not be unreasonably withheld. Lessor's refusal to consent to a Transfer for any use or purpose other than specifically stated in Paragraph 8 herein shall not be deemed to be an unreasonable withholding of consent. In the event the Lessee desires to Transfer this lease to a proposed Transferee to whom Lessor is required to give its reasonable consent pursuant to the foregoing paragraph, Lessor shall have the option of either (1) allowing Lessee to transfer this lease, in which case Lessee shall remain primarily liable upon all the terms, conditions and covenants hereof, will deliver to Lessor an instrument executed by the Transferee binding the same to the terms and provisions of this lease and will pay to Lessor the amount by which the sum of rent, additional rent due to taxes and all other money or Tenantconsideration it received from a Transferee exceeds the sum of all monetary obligations which Lessee owes to Lessor for the period of such Transfer, or (2) terminating this lease and relieving Lessee of all its future obligations hereunder provided that upon receipt of written notice from Lessor of Lessee's wholly-owned subsidiary or an entity controlled by or intention to terminate the lease, Lessee may withdraw its request for consent in common control with Tenant) is currently writing within one week of receipt of such termination notice, in occupancy which event this lease shall continue in full force and is operating its business at the Leased Premises. Tenant may assign its interest in this Lease or sublease effect without any portion(s) transfer of the Leased Premises without the prior written consent of Landlordsame. In the event of an such termination, Lessee shall be relieved of all future obligations hereunder as of the date of termination. In the event the lease is terminated, as hereinafter provided, Lessor shall be free to enter into a new lease with the proposed new tenant or anyone else on whatever terms and conditions it chooses. Consent by Lessor, whether express or implied, to any Transfer shall not constitute a waiver of Lessor's right to prohibit any subsequent Transfer, nor shall such consent be deemed a waiver of Lessor's right to terminate this lease upon any subsequent Transfer. Moreover, Lessor's acceptance of any name for listing on any Building directory will not be deemed, nor will it substitute for Lessor's consent, as required herein, to any sublease, assignment or sublease to an entity not affiliated with the Tenant involving greater than thirty-three percent (33%) other occupancy of the Leased Premises, Tenant shall give Notice to Landlord of such assignment or sublease by providing an executed copy of each such assignment or sublease, as the case may be. No sublease under, or assignment of this Lease 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 due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall not 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 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 this Lease, unless in each case, the same has been consented to by Landlord and Lender.

Assignment Subleasing. (a) ASSIGNMENT SUBLETTING Tenant shall have the right to assign (but not to mortgage or Tenant's wholly-owned subsidiary or an entity controlled by or in common control with Tenantotherwise encumber) is currently in occupancy and is operating its business at the Leased Premises. Tenant may assign its interest in this Lease or sublease any portion(s) of and sublet the Leased Premises or any part thereof, without obtaining the prior written consent of Landlord (but subject to the notice provisions of subsection (b) below), provided that Tenant remains fully liable under the terms and conditions of this Lease. Tenant shall not mortgage or encumber its interest under this Lease without the prior written consent of LandlordLandlord and Lender, which consent shall not be unreasonably withheld, conditioned or delayed, subject to their then-current underwriting criteria for similar properties and transactions. In the event of an assignment or sublease to an entity not affiliated with the Tenant involving greater than thirty-three percent (33%) of the Leased Premises, Tenant shall give Notice deliver to Landlord a fully-executed duplicate original of any such assignment or sublease by providing an executed copy of each such assignment or assignment, sublease, as the case may be. No sublease underencumbrance or other transfer within ten (10) days after Tenant's execution thereof Any attempted assignment, transfer or assignment other encumbrance of this Lease or an or any of Tenant's rights hereunder or interest herein not in accordance with this Paragraph 17 shall relieve be void and of no force or effect Landlord's collection or acceptance of Basic Rent or Additional Rent from any assignee shall not be construed either as waiving or releasing Tenant from any of its liabilities or obligations hereunder, which shall continue under this Lease as the obligations of a principal and not as the obligations of a surety guarantor or a guarantorsurety. 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 in any way be discharged, released or impaired by any (i) agreement which modifies any of the rights or obligations of the parties under As security for this Lease, (ii) stipulation Tenant hereby assigns to Landlord the rent due from any sublessee of Tenant. For any period during which extends the time within which there exists an obligation under this Lease is Event of Default hereunder, Tenant hereby authorizes each such sublessee to be performed, (iii) waiver pay said rent directly to Landlord as Basic Rent or Additional Rent hereunder upon receipt of the 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 notice from Landlord and Lenderspecifying same.

Assignment Subleasing. (a) Tenant (shall not assign this Lease, or Tenant's wholly-owned subsidiary sublet the whole or an entity controlled by or in common control with Tenant) is currently in occupancy and is operating its business at the Leased Premises. Tenant may assign its interest in this Lease or sublease any portion(s) part of the Leased Premises demised premises, without the Landlord's prior written consent of Landlordconsent, which shall not be unreasonably withheld or delayed. In the event of an assignment Notwithstanding any permitted assignment, or sublease to an entity not affiliated with the Tenant involving greater than thirty-three percent (33%) of the Leased Premisessubletting, Tenant shall give Notice remain fully and primarily liable to Landlord for the payment of such assignment or sublease by providing an executed copy all rent and all other charges, and for the full performance of each such assignment or sublease, as the case may be. No sublease under, or assignment covenants and conditions of this Lease shall relieve Tenant of its obligations hereunderLease, 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 notwithstanding any immediate and remote successor in interest of Tenant recognition (by assignment acceptance of rent or otherwise), or indulgence or waiver at any time granted by Landlord to Tenant or any assignee, or sublease; and Tenant, in the due performance case of an assignment, shall be deemed to have waived all defenses otherwise available to Tenant, as guarantor or surety. As an alternative to consenting to any proposed sublease, or assignment, Landlord may elect, by notice to Tenant, within fifteen (15) days after receipt of notice from Tenant, accompanied by a copy of the obligations proposed sublease, or assignment, and a copy of the most recent financial statement for the proposed assignee, or sublease, to terminate this Lease on Tenant's part to be performed or observed, shall not in any way be discharged, released or impaired by any (i) agreement which modifies any for the period of the rights proposed sublease, if a sublease; or obligations for the period of the parties under this Lease, (ii) stipulation of an assignment; and make a direct lease with the proposed assignee, or sublease, for Landlord's own account, but only as to the premises which extends the time within which an obligation under this Lease is Tenant proposed to be performedsublet, (iii) waiver if Tenant proposed a sublease of less than all of the performance demised premises. In this event, Tenant shall have no obligation for rent or other charges which accrue after the date of an obligation required under termination of this Lease, or (iv) failure and thereupon, Tenant shall be released from such obligations, but shall continue to enforce any be liable for rent and other obligations which accrue prior to termination, pro rated as of the obligations set forth in this Lease, unless in each case, the same has been consented to by Landlord and Lenderdate of termination.

Assignment Subleasing. (a) Tenant (The LESSEE shall not assign or Tenant's wholly-owned subsidiary sublet the whole or any part of the Premises without LESSOR'S prior written consent, such consent shall not be unreasonably withheld or conditioned. 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 SUBLESSEE or ASSIGNEE is paying rent at an entity controlled by or in common control with Tenant) is currently in occupancy and is operating its business at the Leased Premises. Tenant may assign its interest amount greater than in this Lease or sublease any portion(s) agreement, then 50% of the Leased Premises without the prior written consent amount over, net of Landlordconstruction, brokerage, architectural, and attorney costs, shall be due to LESSOR as and when received by LESSEE. In the event of If an assignment or sublease is terminated, LESSEE shall pay to an entity not affiliated with the Tenant involving greater than thirty-three percent (33%) LESSOR 50% of the Leased Premisesvalue of any security deposit, Tenant shall give Notice to Landlord money, personal property, stock, or equity that LESSEE receives as a result of such the terminated assignment or sublease. No assignment or sublease by providing an executed copy shall release LESSEE from, and LESSEE shall remain fully liable for, performance of each such assignment LESSEE'S obligations under the lease. LESSEE shall not sublease or sublease, as assign to a current or prospective tenant of the case may beBuilding without LESSOR's prior written consent. No Prospective tenants are those tenants who have been introduced to the Property within thirty (30) days of the sublease under, or assignment of this Lease shall relieve Tenant of its obligations hereunder, which shall continue as the obligations of a principal and not as the obligations of a surety proposal or a guarantorany tenant in negotiation with LESSOR. 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, LESSEE shall not in sublease more than 20% below Fair Market Rental Value, without LESSOR'S prior written consent. LESSEE shall not sublease or assign to any way be discharged, released tenant whereby the sublessee or impaired by assignees use violates the exclusive use of any (i) agreement which modifies any of tenant at the rights or obligations of the parties under this Lease, (ii) 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 this Lease, unless in each case, the same has been consented to by Landlord and LenderBuilding.

Assignment Subleasing. LESSEE shall not assign, sublet, underlet, mortgage, pledge or encumber (acollectively referred to as “Transfer”) 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 Leased Premises. Tenant may assign its interest in this Lease or sublease any portion(s) of the Leased Premises lease without the LESSOR’S prior written consent, which consent shall not be unreasonably withheld or delayed. LESSOR’S refusal to consent to a Transfer for any use or purpose other than specifically stated in Paragraph 10 herein shall not be deemed to be an unreasonable withholding of Landlordconsent. In the event the LESSEE desires to Transfer this lease to a proposed new lessee to whom LESSOR is required to give its reasonable consent pursuant to the foregoing paragraph, LESSOR shall have the option of an assignment either (1) allowing LESSEE to transfer this lease, in which case LESSEE shall remain primarily liable upon all the terms, conditions and covenants hereof, will bind any Transferee to the terms and provisions of this lease and will pay to LESSOR the amount by which the sum of rent, additional rent due to taxes and all other money or sublease consideration it received from a Transferee exceeds the sum of all monetary obligations which LESSEE owes to an entity not affiliated LESSOR for the period of such Transfer; or (2) terminating this lease and relieving LESSEE of all its future obligations hereunder. In the event that LESSOR decides to terminate this lease, it shall be free to enter into a new lease with the Tenant involving greater than thirty-three percent proposed new tenant or anyone else on whatever terms and conditions it chooses. Consent by LESSOR, whether express or implied, to any Transfer shall not constitute a waiver of LESSOR’S right to prohibit any subsequent Transfer; nor shall such consent be deemed a waiver of LESSOR’S right to terminate this lease upon any subsequent Transfer. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation: (33%a) any transfer of the Leased PremisesLESSEE’S interest in the lease by operation of law, Tenant shall give Notice to Landlord the merger or consolidation of such assignment the LESSEE with or sublease into any other firm or corporation; or (b) the transfer or sale of a controlling interest in the LESSEE whether by providing an executed copy sale of each such assignment its capital stock or subleaseotherwise. NOTWITHSTANDING the foregoing, as the case may be. No sublease under, or assignment provisions of this Lease 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 due performance of the obligations of this Lease on Tenant's part to be performed or observed, Article shall not in any way be dischargeddeemed to prohibit, released or impaired by any nor shall consent be required for (i) agreement which modifies any transfer of Lessee’s stock among existing stockholders or among spouses, children or grandchildren of existing stockholders or intervivos or testamentary transfers to trusts established for the rights or obligations benefit of the parties under this Leasesuch persons, (ii) stipulation which extends the time within which an obligation under this Lease is to be performeda public offering of stock by LESSEE, (iii) waiver the transfer of the performance outstanding stock by way of an obligation required under this Lease, trading on a recognized securities exchange; or (iv) failure to enforce any transfer of stock by way of trading which is regularly traded in the obligations set forth in this Lease, unless in each case, the same has been consented to by Landlord over-the-counter market and Lenderquoted on NASDAQ.

Assignment Subleasing. Lessee shall not assign, sublet, underlet, mortgage, pledge or encumber (acollectively referred to as "Transfer") Tenant this lease without Lessor's prior written consent; which consent may be withheld in Landlord's sole discretion. Any Transfer made without such consent shall be void. Moreover, as additional rent, Lessee shall reimburse Lessor promptly for reasonable legal and other expenses incurred by Lessor in connection with any request by Lessee for consent to a Transfer. The preceding notwithstanding, solely in the event Lessee desires to Transfer the Premises to a proposed transferee which (or Tenant's wholly-owned subsidiary or an entity controlled by or i) has a good reputation and has previous business experience, (ii) shall have a net worth sufficient in common control with Tenant) is currently in occupancy and is operating its business at the Leased Premises. Tenant may assign its interest in this Lease or sublease any portion(s) discretion of the Leased Lessor to satisfy all of the obligations of the lessee under this lease, and (iii) shall continue to use the Premises without as stated in Article VI of the prior written lease and in character with the Building, Lessor agrees that it may either (1) grant its consent to such Transfer of Landlordthis lease to such proposed transferee, or (2) terminate this lease and relieve Lessee of all its future obligations hereunder. In the event of such termination, Lessee shall be relieved of all future obligations hereunder as of the date of termination. In the event the lease is terminated, as hereinafter provided, Lessor shall be free to enter into a new lease with the proposed new tenant or anyone else on whatever terms and conditions it chooses. In the event that Lessor gives its consent pursuant to the foregoing paragraph, Lessee shall remain primarily liable upon all the terms, conditions and covenants hereof will deliver to Lessor an instrument executed by the Transferee binding the same to the terms and provisions of this lease and will pay to Lessor the amount by which the sum of rent, additional rent due to taxes and all other money or consideration it receives from a Transferee exceeds the sum of all monetary obligations which Lessee owes to Lessor for the period of such Transfer. Consent by Lessor, whether express or implied, to any Transfer shall not constitute a waiver of Lessor's right to prohibit any subsequent Transfer; nor shall such consent be deemed a waiver of Lessor's right to terminate this lease upon any subsequent Transfer. Moreover, Lessor's acceptance of any name for listing on any Building directory will not be deemed, nor will it substitute for Lessor's consent, as required herein, to any sublease, assignment or sublease to an entity not affiliated with the Tenant involving greater than thirty-three percent (33%) other occupancy of the Leased Premises, Tenant shall give Notice to Landlord of such assignment or sublease by providing an executed copy of each such assignment or sublease, as the case may be. No sublease under, or assignment of this Lease 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 due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall not 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 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 this Lease, unless in each case, the same has been consented to by Landlord and Lender.

Assignment Subleasing. LESSEE shall not assign, sublet, underlet, mortgage, pledge or encumber (acollectively referred to as "Transfer") Tenant (or Tenantthis Sublease without LESSOR'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 Leased Premises. Tenant may assign its interest in this Lease or sublease any portion(s) of the Leased Premises without the prior written consent which consent shall not be unreasonably withheld. LESSOR's refusal to consent to a Transfer for any use or purpose other than specifically stated in paragraph 8 herein shall not be deemed to be unreasonable withholding of Landlordconsent. In the event the LESSEE desires to Transfer this Sublease to a proposed new LESSEE to whom LESSOR is required to give its reasonable consent pursuant to the foregoing paragraph, LESSOR shall have the option of either (1) allowing LESSEE to Transfer this Sublease, in which case LESSEE shall remain primarily liable upon all the terms, conditions, and covenants hereof, will bind any Transferee to the terms and provisions of this Sublease and will pay to LESSOR the amount by which the sum of rent, additional rent due to taxes, and all other money or consideration it received from a Transferee exceeds the sum of all monetary obligations which LESSEE owes to LESSOR for the period of such Transfer after subtracting Lessee's reasonable costs in connection therewith; or (2) in the event an assignment or sublease entire floor is proposed to an entity not affiliated be subleased, terminating this Sublease as to such proposed portion and relieving LESSEE of all its future obligations hereunder as to such portion. In the event that LESSOR decides to terminate this Sublease as to such portion, it shall be free to enter into a new Sublease as to such portion with the Tenant involving greater than thirty-three percent (33%) proposed new Lessee or anyone else on whatever terms and conditions it chooses. Consent by LESSOR, whether express or implied, to any Transfer shall not constitute a waiver of LESSOR's right to prohibit any subsequent Transfer; nor shall such consent be deemed a waiver of LESSOR's right to terminate this Sublease upon any subsequent Transfer. Notwithstanding anything to the contrary in the Lease, Lessee may, without Lessor's prior written consent and without being subject to any recapture or bonus rent provisions, sublease the Premises or assign the Sublease to any of the Leased Premisesfollowing: (i) a subsidiary, Tenant shall give Notice affiliate, division or corporation controlling, controlled by or under common control with Lessee; (ii) a successor corporation related to Landlord of such assignment or sublease Lessee by providing an executed copy of each such assignment or subleasemerger, as the case may be. No sublease underconsolidation, nonbankruptcy reorganization, or assignment government action; or (iii) a purchaser of substantially all of Lessee's assets. For the purpose of this Lease shall relieve Tenant Sublease, any sale or transfer of its obligations hereunderLessee's capital stock, which shall continue as including without limitation, a transfer in connection with the obligations merger, consolidation or nonbankruptcy reorganization of a principal and not as the obligations of a surety or a guarantor. The joint and several liability of Tenant named herein Lessee and any immediate and remote successor in interest of Tenant (by assignment sale through any national market system or otherwise), and the due performance of the obligations of this Lease on Tenant's part to be performed or observedpublic exchange, shall not in be deemed an assignment, subletting, or any way be discharged, released or impaired by any (i) agreement which modifies any other transfer of the rights Sublease or obligations of the parties under Premises. In the event Lessee subleases the Premises or assigns the Sublease pursuant to this Leaseparagraph, (ii) stipulation which extends Lessee shall give Lessor reasonable notice thereof, and Lessee and the time within which an obligation under this Lease is to successor shall be performed, (iii) waiver of the performance of an obligation required under this Lease, or (iv) failure to enforce any of jointly and severally liable for the obligations set forth in this Lease, unless in each case, the same has been consented to by Landlord and Lenderhereunder.

Assignment Subleasing. (a) 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 Leased Premises. Tenant may shall not assign its interest in this Lease or sublease sublet the whole or any portion(s) part of the Leased Premises without the 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 Premises to an affiliate (i.e., an entity in common ownership with Tenant or wholly owned by Tenant or wholly owning Tenant) of Tenant for the Permitted Use provided such affiliate of Tenant is not a competitor of Landlord or any affiliate of Landlord. Notwithstanding such consent, Tenant shall remain liable to Landlord for the payment of all Base Rent, Additional Rent, 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 an assignment or sublease to an entity not affiliated with a default under the Tenant involving greater than thirty-three percent (33%) terms of this Lease, if the Leased PremisesPremises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may at its option collect directly from assignee or subtenant all rents becoming due to Tenant shall give Notice to Landlord of under such assignment or sublease and apply such rent against any sums due it by providing an executed copy Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of each such assignment or sublease, as Tenant from the case may be. No sublease under, or assignment of this Lease shall relieve Tenant further performance of its obligations hereunder, which shall continue as the obligations . For purposes 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 due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall not 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, (iia) stipulation any assignment, transfer or conveyance of any sort of 25% or more of the stock or other beneficial ownership of Tenant and (b) any merger or consolidation of Tenant with any other entity shall constitute an "assignment" which extends the time within which an obligation is subject to Landlord's prior reasonable consent 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 this Lease, unless in each case, the same has been consented to by Landlord and LenderSection 12.

Assignment Subleasing. (a) 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 Leased Premises. Tenant may assign its interest in Except as set forth herein, this Lease or sublease any portion(s) of the Leased Premises without may only be assigned by LESSEE upon the prior written consent of LandlordLESSOR, which shall not be unreasonably withheld, delayed or conditioned. In LESSEE shall have the right without LESSOR approval to sublet or assign the Leased Premises or any portion thereof to: (1) any successor of LESSEE resulting from a merger, consolidation, or other form of corporate reorganization of LESSEE or sale of all or substantially all of the assets of LESSEE; and (2) any entity controlled by, controlling or under common control with LESSEE. LESSEE shall not otherwise sublease the Leased Premises or assign this Lease without the prior consent of LESSOR, which consent may not be unreasonably withheld, conditioned or delayed, but in any such event LESSEE shall remain liable for all obligations of an assignment or sublease LESSEE hereunder and all other provisions of this Lease shall apply including but not limited to an entity not affiliated with Article VIII. Any net profits, less any reasonable costs related to the Tenant involving greater than thirty-three percent (33%) subleasing of the Leased Premises, Tenant including but not limited to LESSEE’s unamortized leasehold improvement expenses, attorney’s fees, brokerage commissions and rent concessions, resulting from a sublease that requires LESSOR’s consent shall give Notice to Landlord be split evenly between LESSOR and LESSEE. LESSEE shall pay for the reasonable legal fees of such assignment or sublease by providing an executed copy LESSOR incurred in connection with the review of each such any request for and assignment or sublease, as the case may be. No sublease under, or assignment regardless of this Lease 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 due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall not 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 obligation under this Lease whether consent 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 this Lease, unless in each case, the same has been consented to by Landlord and Lendergranted.