Common use of Assignment, Subletting and Encumbrances Clause in Contracts

Assignment, Subletting and Encumbrances. A. Except as otherwise permitted by Article Seventeen of the Prime Lease, without the prior written consent of Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Prime Landlord, Subtenant shall not (i) assign this Sublease (by operation of law or otherwise), (ii) sublease all or any part of the Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this Sublease or the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Premises to be used or occupied by anyone other than Subtenant. Any assignment, sublease, mortgage, pledge, hypothecation or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effect. B. Each and every provision of Article Seventeen of the Prime Lease must be complied with and it is understood that all approval rights, recapture rights and profit sharing conferred upon “Landlord” therein shall be deemed to be conferred upon both Prime Landlord and Sublandlord (who as between them shall determine their relative rights). C. If Subtenant shall at any time request the consent of Sublandlord and Prime Landlord to any proposed assignment of this Sublease or subletting of all or any portion of the Premises, Subtenant shall pay on demand the reasonable costs and expenses incurred by Sublandlord and Prime Landlord, including, without limitation, architect, engineer and reasonable attorneys’ fees and disbursements, and a reasonable administrative fee for review and/or preparation of documents in connection with any proposed or actual assignment of this Sublease or subletting of the Premises or any part thereof.

Assignment, Subletting and Encumbrances. A. Except as 9.1. Sublessee shall not sublease or mortgage, pledge or otherwise permitted by Article Seventeen encumber all or any part of the Prime LeaseDemised Premises, without the prior written consent of Sublandlord (not to be unreasonably withheld, conditioned assign or delayed) and Prime Landlord, Subtenant shall not (i) assign mortgage this Sublease (by operation of law or otherwise), (ii) sublease all or any part of the Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this Sublease or the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Demised Premises to be used or occupied by anyone other than Subtenant. Any assignmentSublessee, subleaseSublessee's divisions and other Affiliates and Sublessee's licensees, mortgageinvitees, pledge, hypothecation or other encumbrance of or under this Sublease customers and vendors without such the prior written consent of Sublessor and Landlord in each instance, which consent shall not be invalid unreasonably withheld, conditioned or delayed; provided, however, that Sublessee upon at least 30 days prior written notice to Sublessor and without force and effect. B. Each and every provision upon Sublessee's obtaining any required consent of Article Seventeen Landlord under the Master Lease, may assign this Sublease or sublet all or part of the Prime Lease must be complied Demised Premises to (a) an Affiliate of Sublessee, (b) an entity into which Sublessee is merged or consolidated or (c) an entity which acquires all or substantially all of any division of the business or operations of Sublessee. Sublessor hereby consents to that certain Sub-sublease dated as of even date herewith between Sublessee and RCTR, Inc. Any consent by Sublessor and/or Landlord as hereinabove required shall not excuse Sublessee from its obligation to obtain the express written consent of Sublessor and/or Landlord to any further action or matter with respect to which the consent of Sublessor and it Landlord is understood hereinabove required. The term "Affiliate", as used in this Section 9.1, shall have the same meaning as is set forth in the Asset Purchase Agreement. Sublessee expressly acknowledges and agrees that all approval rights, recapture rights and profit sharing conferred upon “Landlord” therein Sublessor's refusal to consent to an assignment or sublease to a competitor of Sublessor shall be deemed to be conferred upon both Prime Landlord and Sublandlord (who as between them shall determine their relative rights). C. If Subtenant shall at any time request the consent of Sublandlord and Prime Landlord to any proposed assignment of this Sublease or subletting of all or any portion of the Premises, Subtenant shall pay on demand the reasonable costs and expenses incurred by Sublandlord and Prime Landlord, including, without limitation, architect, engineer and reasonable attorneys’ fees and disbursements, and a reasonable administrative fee for review and/or preparation withholding of documents in connection with any proposed or actual assignment of this Sublease or subletting of the Premises or any part thereofconsent. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Assignment, Subletting and Encumbrances. A. Except as otherwise permitted by Article Seventeen of the Prime Lease, without Without the prior written consent of Sublandlord (Sublandlord, which consent shall not to be unreasonably withheld, conditioned or delayed) and provided that the consent of the Prime Landlord shall have first been obtained (if required pursuant to the Prime Lease), and, to the extent required under the Prime Lease, of Prime Landlord, Subtenant shall not (i) assign this Sublease (by operation of law or otherwise), (ii) sub-sublease all or any part of the Sublease Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this Sublease or the Sublease Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Sublease Premises to be used or occupied by anyone other than Subtenant. Any such assignment, sublease, mortgage, pledge, hypothecation or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effect. B. Each Any assignment of this Sublease, if consented to, or deemed consented to pursuant to the terms hereof, by Sublandlord, shall be subject to and every provision conditioned upon compliance with the following terms and conditions: i. By written instrument of Article Seventeen assignment and assumption, the assignee shall assume and agree to perform and to comply with all of the Prime Lease must terms, conditions and agreements of this Sublease on the part of Subtenant to be complied kept, performed and observed; ii. A duplicate original of such instrument, in form satisfactory to Sublandlord; duly acknowledged and executed by the assignor and the assignee, shall be delivered to Sublandlord within five (5) days following the date of execution thereof; and iii. The assignor shall assign all of its right, title, interest and claim to the Security deposited hereunder to the assignee. C. Any sub-subletting of the Sublease Premises or any part thereof, if consented to, or deemed consented to pursuant to the terms hereof, by Sublandlord, shall be subject to and conditioned upon compliance with the following terms and conditions: i. The sub-sublease shall provide that it is understood subject and subordinate to all of the provisions of this Sublease and all of the rights of Sublandlord hereunder; ii. The sub-sublease shall expressly provide that all approval rightsthe sub-sublessee shall use and occupy the Sublease Premises only for the permitted purposes set forth herein and for no other purpose whatsoever; and iii. A duplicate original of the sub-sublease, recapture rights duly executed by Subtenant and profit sharing conferred upon “Landlord” therein sub-sublessee, shall be delivered to Sublandlord within five (5) days following the date of its execution. D. If this Sublease is assigned, or if the Sublease Premises or any part thereof is sub-sublet or occupied by anyone other than Subtenant, whether or not Subtenant shall have been granted any consent, Sublandlord may, after default by Subtenant, collect rent and other charges from such assignee, sub-subtenant or other occupant, and apply the net amount collected to Rental and other charges herein reserved, but no such assignment, sub-subletting, occupancy or collection shall be deemed to be conferred upon both Prime Landlord a waiver of the requirements of this Article 14 or an acceptance of the assignee, sub-subtenant or other occupant as subtenant under this Sublease. No consent by Sublandlord to an assignment or subletting shall in any way be construed to relieve Subtenant from obtaining consent to any further assignment or sub-subletting. No assignment or sub-subletting shall, in any way, release, relieve or modify the liability of Subtenant under this Sublease and Sublandlord (who as between them Subtenant shall determine their relative rights)be and remain liable under all of the terms, conditions, and covenants hereof. C. E. If Subtenant shall at any time request the consent of Sublandlord and Prime Landlord to any proposed assignment of this Sublease or sub-subletting of all or any portion of the Sublease Premises, Subtenant shall pay on demand the reasonable costs and expenses incurred by Sublandlord and Prime Landlord, including, without limitation, architectarchitects’, engineer engineers’ and reasonable attorneys’ actual out-of-pocket fees and disbursements, all fees and charges charged identified in the Prime Lease and a reasonable administrative fee for review and/or preparation of documents in connection with any proposed or actual assignment of this Sublease or sub-subletting of the Sublease Premises or any part thereof. F. In the event Sublandlord’s consent to any assignment, sublease, mortgage pledge, hypothecation or other encumbrance is deemed given pursuant to the express terms of this Sublease (or the Prime Lease, as incorporated herein), Subtenant shall not be relieved from its obligation to obtain the prior written consent thereto of Prime Landlord. Any such assignment, sublease, mortgage, pledge, hypothecation or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effect.

Assignment, Subletting and Encumbrances. A. SECTION 16.01. Except as set forth below, Tenant shall not assign, mortgage or otherwise permitted by Article Seventeen encumber this Lease, or sublet all or any part of the Prime LeaseDemised Premises, without the prior written consent of Sublandlord (Landlord in each instance which consent shall not to be unreasonably delayed or withheld, conditioned . No permitted assignment or delayed) and Prime Landlord, Subtenant shall not (i) assign this Sublease (by operation sublease of law or otherwise), (ii) sublease all the whole or any part of the PremisesDemised Premises by Tenant shall in any way release Tenant or affect or reduce any of the obligations of Tenant under this Lease, but this Lease shall continue in full force and effect, it being the intention and meaning of the parties hereto that Tenant shall be and remain liable to Landlord for any and all acts and omissions of any and all assignees, subtenants and similar occupants. The consent by Landlord to an assignment, encumbrance, or subletting shall not be construed in any way to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, encumbrance, or subletting. Notwithstanding the foregoing, (iiii) mortgageTenant shall have the right to assign this Lease or sublease all or a portion of the Demised Premises without Landlord’s consent (x) to any entity with which Tenant shall be merged, pledgeconsolidated or combined or (y) to any entity which shall purchase all or substantially all of Tenant’s assets or (z) to any subsidiary, hypothecate parent or otherwise encumber affiliate of Tenant or any entity which shall own all or substantially all of Tenant’s outstanding shares or partnership or membership interests, or (ii) in the event of an “IPO” as that term is defined in the restated and amended limited partnership agreement of Tenant (the “Limited Partnership Agreement”), Tenant may assign its interest in this Sublease Lease or sublease the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Demised Premises to be used or occupied those transferees contemplated by anyone other than Subtenant. Any assignment, sublease, mortgage, pledge, hypothecation or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effect. B. Each and every provision of Article Seventeen Section 4.7(g) of the Prime Lease Limited Partnership Agreement and any majority owned subsidiary of such transferee; provided, however, no such assignment or subletting shall relieve Tenant from its obligations or liabilities hereunder. Notwithstanding any of the foregoing, it is expressly understood that, at all times during the terms of this Lease, Tenant hereunder must be complied with and it is understood that all approval rights, recapture rights and profit sharing conferred upon “Landlord” therein shall be deemed identical to be conferred upon both Prime Landlord and Sublandlord the tenant under the Hillsborough Avenue Lease (who as between them shall determine their relative rightsalthough permitted subtenants may differ). C. If Subtenant SECTION 16.02. Notwithstanding anything contained in Section 16.01 above to the contrary, Tenant shall at have the unrestricted right to mortgage and pledge this Lease, provided, however, that any time request such mortgage or pledge shall be subject and subordinate to the consent rights of Sublandlord and Prime Landlord to any proposed assignment of this Sublease or subletting of all or any portion of the Premises, Subtenant shall pay on demand the reasonable costs and expenses incurred by Sublandlord and Prime Landlord, including, without limitation, architect, engineer and reasonable attorneys’ fees and disbursements, and a reasonable administrative fee for review and/or preparation of documents in connection with any proposed or actual assignment of this Sublease or subletting of the Premises or any part thereofhereunder.

Assignment, Subletting and Encumbrances. A. Except 11.01 Third Tier Sublessee shall not, either voluntarily or by operation of law, assign, sell, encumber, pledge or otherwise transfer all or any part of Third Tier Sublessee's leasehold estate hereunder, or permit the Premises to be occupied by anyone other than Third Tier Sublessee or Third Tier Sublessee's employees, or sublet the Premises or any portion thereof, without Third Tier Sublessor's, Sub-sublessor's, Prime Sublessor's and Groundlessor's prior written consent in each instance. If Third Tier Sublessee is a corporation or is an unincorporated association or partnership, the transfer, issuance, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty- five percent (25%) shall be deemed an assignment within the meaning and provisions of this Article. Any consent by Third Tier Sublessor, Sub- sublessor, Prime Sublessor and Groundlessor as otherwise permitted by Article Seventeen hereinabove required shall not excuse Third Tier Sublessee from its obligation to obtain the express written consent of Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Groundlessor to any further action or matter with respect to which the consent of Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Groundlessor is hereinabove required. If Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Groundlessor consent to an assignment of this Third Tier Sublease or a subletting of the Premises, no such assignment or subletting shall be, or be deemed to be, effective until the following conditions have been met: (i) in the case of an assignment, the assignee shall have assumed in writing, directly for the benefit of Third Tier Sublessor, all of the obligations of Third Tier Sublessee hereunder and Third Tier Sublessor shall have been furnished, prior to the effective date of such assignment, with a duplicate original of the agreement of assignment and assumption, in form and substance satisfactory to Third Tier Sublessor; and (ii) in the case of subletting, Third Tier Sublessor shall have been furnished with a duplicate original of the sublease, prior to the commencement of the term of such sublease, which sublease shall (a) be in form and substance satisfactory to Third Tier Sublessor; (b) be subject and subordinate to all of the terms, covenants and conditions of this Third Tier Sublease, the Sub-sublease, the Prime Sublease and the Major Ground Lease, ; and (c) restrict the right of the subtenant thereunder to assign such sublease or further sublet its subleased premises without the prior written consent of Sublandlord (not Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Groundlessor in each instance. Notwithstanding Third Tier Sublessor's, Sub-sublessor's, Prime Sublessor's and Groundlessor's consent to any such assignment or subletting, the provisions of this subsection shall be unreasonably withheldapplicable to each and every subsequent assignment or subletting, conditioned or delayed) and Prime Landlord, Subtenant Third Tier Sublessee shall not (i) assign be released from any of its obligations hereunder. 11.02 If this Third Tier Sublease (by operation of law be assigned or otherwise), (ii) sublease all or any part of the Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this Sublease or if the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Premises to part thereof be used further sublet or occupied by anyone anybody other than Subtenant. Any Third Tier Sublessee, Third Tier Sublessor may, after default by Third Tier Sublessee, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Fixed Rent, Additional Rent and other charges herein reserved, but no such assignment, subleasesubletting, mortgage, pledge, hypothecation occupancy or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effect. B. Each and every provision of Article Seventeen of the Prime Lease must be complied with and it is understood that all approval rights, recapture rights and profit sharing conferred upon “Landlord” therein collection shall be deemed a waiver of Third Tier Sublessee's covenants under this Article 11, or the acceptance by Third Tier Sublessor of the assignee, subtenant or occupant as tenant hereunder or a release of Third Tier Sublessee from the further performance by Third Tier Sublessee of any of the terms, covenants and conditions of this Third Tier Sublease on the part of Third Tier Sublessee to be conferred upon both Prime Landlord and Sublandlord (who as between them shall determine their relative rights)performed hereunder. C. If Subtenant shall at any time request the consent of Sublandlord and Prime Landlord to any proposed assignment of this Sublease or subletting of all or any portion of the Premises, Subtenant 11.03 Third Tier Sublessee shall pay on demand the reasonable costs and expenses incurred by Sublandlord Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Prime LandlordGroundlessor, including, without limitation, architect, engineer and reasonable attorneys’ ' fees and disbursements, and a reasonable administrative fee for review and/or preparation of documents fee, in connection with any proposed or actual assignment of this Third Tier Sublease or subletting of the Premises Premises, or any part thereof, and the review and/or preparation of documents in connection therewith. 12.

Assignment, Subletting and Encumbrances. A. Except as otherwise permitted by Article Seventeen of the Prime Lease, or hereinbelow in subparagraph D of this Article 13, without the prior written consent of Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Prime Landlord, Subtenant shall not (i) assign this Sublease (by operation of law or otherwise), (ii) sublease all or any part of the Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this Sublease or the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Premises to be used or occupied by anyone other than Subtenant. Any assignment, sublease, mortgage, pledge, hypothecation or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effect. B. Each and every provision of Article Seventeen of the Prime Lease must be complied with and it is understood that all approval rights, recapture rights and profit sharing conferred upon “Landlord” therein shall be deemed to be conferred upon both Prime Landlord and Sublandlord (who as between them shall determine their relative rights). C. If Subtenant shall at any time request the consent of Sublandlord and Prime Landlord to any proposed assignment of this Sublease or subletting of all or any portion of the Premises, Subtenant shall pay on demand the reasonable costs and expenses incurred by Sublandlord and Prime Landlord, including, without limitation, architect, engineer and reasonable attorneys’ fees and disbursements, and a reasonable administrative fee for review and/or preparation of documents in connection with any proposed or actual assignment of this Sublease or subletting of the Premises or any part thereof. (i) Notwithstanding anything in this Sublease to the contrary, but subject in any event to the terms of the Prime Lease, including but not limited to the First Amendment, subparagraph 8(b)(ii) thereof (which shall govern and be binding with regard to this Section D notwithstanding anything to the contrary otherwise contained herein), Subtenant shall be permitted to allow any “Omnicom Affiliate,” as defined below, (each a “Designated User”) to occupy space within the Premises, provided that (a) each Designated User occupy space in the Premises for the uses permitted hereunder, and for no other purpose, (b) Sublandlord is advised by notice of such occupancy by a Designated User prior to same, (c) to the extent requested by Prime Landlord, Subtenant notifies Prime Landlord and (d) appropriate additional insurance (in accordance with the provisions of this Sublease) is provided to Sublandlord for Sublandlord’s review and approval. Without limiting the number of Designated Users which may occupy all or any portion of the space within the Premises, but subject in any event to the First Amendment of the Prime Lease subparagraph 8(b)(ii) thereof, as of the date hereof, one (1) Designated User has been identified by Subtenant to Sublandlord as follows: Xxxxxx Xxxxxxx, Inc. It is agreed that (W) the Designated Users must comply with all provisions of this Sublease that are obligations of Subtenant and that relate to the use or occupancy of the Premises and a default by any Designated User shall be deemed a default by Subtenant under this Sublease; (X) all notices required of Sublandlord under this Sublease shall be forwarded only to Subtenant in accordance with the terms of this Sublease and in no event shall Sublandlord be required to send any notices to any Designated Users, except as otherwise hereinafter provided; (Y) in no event shall any use or occupancy of any portion of the Premises by any Designated User release or relieve Subtenant from any of its obligations under this Sublease; (Z) the Designated User and its employees, contractors and invitees visiting or occupying space in the Premises shall be deemed agents of Subtenant for purposes of all of Subtenant’s indemnification obligations that relate to the use or occupancy of the Premises by the Designated Users or that arise out of any acts or omissions of any employee, contractor, agent or invitee of the Designated Users; (v) in no event shall the occupancy of any portion of the Premises by Designated Users be deemed to create a Sublandlord/Subtenant relationship between Sublandlord and such Designated Users, and, in all instances, Subtenant shall be considered the sole Subtenant under this Sublease notwithstanding the occupancy of any portion of the Premises by the Designated Users. Without limiting the foregoing, Subtenant shall not be required to deliver to Sublandlord copies of any agreements between a Designated User and Subtenant, Guarantor or an Omnicom Affiliate relating to such Designated User’s use of space in the Premises, unless such agreement amounts to an assignment of this Sublease (in which case, upon Sublandlord’s request, Subtenant shall deliver a copy of the same to Sublandlord, provided that Subtenant may redact any financial terms contained therein) or unless otherwise requested by Prime Landlord. As used herein, “Omnicom Affiliate” means any entity that is controlled by the Guarantor. “Control,” as used in the preceding sentence, means the direct or indirect ownership of more than twenty percent (20%) of the voting securities of an entity or possession of the right to vote more than twenty percent (20%) of the voting interest in the ordinary direction of the entity’s affairs.

Assignment, Subletting and Encumbrances. A. Except as otherwise permitted by Article Seventeen 9.1. Sublessee shall not assign, sell, transfer, pledge, mortgage or encumber this Sublease or further sublet all or any portion of the Prime LeasePremises or grant to any third party any use or occupancy rights with respect to the Premises, without the first obtaining Sublessor's prior written consent thereto, which consent may be granted, withheld or conditioned in Sublessor's sole and absolute discretion, and which consent, if given, will not release Sublessee from its obligations hereunder, except as provided for in Section 14.2 hereof, and will not be deemed a consent to any further subletting or assignment. Not in any way in limitation of Sublandlord the foregoing, Sublessor may withhold its consent to any proposed assignment by Sublessee of this Sublease if Sublessor in its sole and absolute discretion determines that any such proposed assignee has a net worth or has available liquidated assets or otherwise has a financial capacity which is insufficient for such proposed assignee to meet its obligations (not to be unreasonably withheld, conditioned contingent or delayedotherwise) and Prime Landlord, Subtenant shall not (i) assign under this Sublease (including, but not limited to, such sections of the Master Leases which are incorporated herein by reference). Sublessee shall provide Sublessor with any financial information of such proposed assignee as may be requested by Sublessor in making its determination hereunder. 9.2. If Sublessee is a corporation, any sale, assignment, transfer, pledge or other disposition of the capital stock of such corporation, whether pursuant to a single transaction or pursuant to a series of related or unrelated transactions, or any merger, consolidation, liquidation or other transfer by operation of law or otherwise), (ii) sublease all resulting in any such case in a change in the effective voting control of Sublessee as it exists on the date hereof, or if Sublessee is a part- nership, any part sale, assignment, transfer, pledge or other disposition of the Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its a controlling interest in this Sublease such partnership whether pursuant to a single transaction or pursuant to a series of related or unrelated transactions, or the Premises or admission of additional general partners, resulting in any interest thereinsuch case in a change in the effective control of Sublessee as it exists on the date hereof, or (iv) grant any concession, license or otherwise permit the Premises to be used or occupied by anyone other than Subtenant. Any assignment, sublease, mortgage, pledge, hypothecation or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effect. B. Each and every provision of Article Seventeen of the Prime Lease must be complied with and it is understood that all approval rights, recapture rights and profit sharing conferred upon “Landlord” therein shall be deemed to be conferred upon both Prime Landlord and Sublandlord (who as between them shall determine their relative rights). C. If Subtenant shall at any time request constitute an assignment of this Sublease. Notwithstanding the foregoing, Sublessee may, without the consent of Sublandlord Sublessor, transfer any and Prime Landlord all of its stock to any proposed assignment "Permitted Transferees" as defined in the Inter-Company Agreement, dated as of the date hereof, between Sublessee and Sublessor. 9.3. If Sublessor assigns, sells or transfers this Sublease, or further subleases or assigns a Material Portion (as defined below) of the premises leased by it (other than the Premises) pursuant to the Master Leases, Sublessee shall, within thirty (30) days of Sublessee's receipt of notice from Sublessor of such assignment, sale or transfer, have the right to terminate this Sublease by providing Sublessor with thirty (30) days' written notice of such termination. For purposes hereof, a "Material Portion" shall mean thirty-five percent (35%) or subletting of all or any portion of the Premises, Subtenant shall pay on demand the reasonable costs and expenses incurred by Sublandlord and Prime Landlord, including, without limitation, architect, engineer and reasonable attorneys’ fees and disbursements, and a reasonable administrative fee for review and/or preparation of documents in connection with any proposed or actual assignment of this Sublease or subletting of the Premises or any part thereofmore.

Assignment, Subletting and Encumbrances. A. Except as otherwise permitted by Article Seventeen of the Prime Lease, without Without the prior written consent of Sublandlord (not to Sublandlord, which consent may be unreasonably withheldwithheld in Sublandlord’s sole and absolute discretion with or without cause, conditioned or delayed) and Prime Landlord, to the extent required under the Prime Lease, Subtenant shall not (i) assign this Sublease (by operation of law or otherwise), (ii) sub-sublease all or any part of the Sublease Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this Sublease or the Sublease Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Sublease Premises to be used or occupied by anyone other than Subtenant, or (v) take any other such action that is in violation of the Prime Lease, including, without limitation, Section 14 of the Original Lease. Any such assignment, sublease, mortgage, pledge, hypothecation or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effecteffect and shall constitute an immediate Event of Default which is not subject to cure. B. Each Any proposed assignment of this Sublease, or sub-subletting of the Sublease Premises, shall be subject to and every provision of Article Seventeen conditioned upon compliance by Subtenant with the terms and conditions of the Prime Lease must be complied with Lease. C. If this Sublease is assigned, or if the Sublease Premises or any part thereof is sub-sublet or occupied by anyone other than Subtenant, whether or not Subtenant shall have been granted any consent, Sublandlord may, after default by Subtenant which continues beyond the expiration of all applicable notice, grace and it is understood that all approval rightscure periods, recapture rights collect rent and profit sharing conferred upon “Landlord” therein other charges from such assignee, sub-sublessee or other occupant, and apply the net amount collected to Rent and other charges herein reserved, but no such assignment, sub-subletting, occupancy or collection shall be deemed to be conferred upon both a waiver of the requirements of this Section 14 or an acceptance of the assignee, sub-sublessee or other occupant as sub-sublessee under this Sublease. No consent by Sublandlord to an assignment or subletting shall in any way be construed to relieve Subtenant from obtaining consent to any further assignment or sub-subletting. In each sub-subletting permitted by the Prime Lease, and this Section 14, and in each further sub-subletting with the consent of Sublandlord and Prime Landlord, Subtenant shall include, or cause to be included, in the sub-sublease a provision prohibiting the assignment of the sub-sublease or sub-subletting thereunder without the consent of Sublandlord and Prime Landlord in each instance. No assignment or sub-subletting shall, in any way, release, relieve or modify the liability of Subtenant under this Sublease and Sublandlord (who as between them Subtenant shall determine their relative rights)be and remain liable under all of the terms, conditions, and covenants hereof. C. D. If Subtenant shall at any time request the consent of Sublandlord and Prime Landlord to any proposed assignment of this Sublease Sublease, sub-subletting, or subletting other third party use of all or any portion of the Sublease Premises, Subtenant shall pay on demand the reasonable costs and expenses incurred by Sublandlord and Prime Landlord, including, without limitation, architectarchitects’, engineer engineers’ and reasonable attorneys’ fees and disbursements, charges under the Prime Lease, and a reasonable administrative fee for review and/or preparation of documents in connection with any proposed or actual assignment of this Sublease or sub-subletting of the Sublease Premises or any part thereof.

Assignment, Subletting and Encumbrances. A. Except as otherwise permitted by Article Seventeen (a) Tenant shall not sublet (or suffer or permit any other person to occupy) all or any portion of the Prime LeasePremises, without the prior written consent of Sublandlord (not to be unreasonably withheldor assign, conditioned mortgage, pledge or delayed) and Prime Landlord, Subtenant shall not (i) assign otherwise encumber or hypothecate this Sublease lease (by operation of law or otherwise), (ii) sublease all or any part of without the Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this Sublease or the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Premises to be used or occupied by anyone other than Subtenant. Any assignment, sublease, mortgage, pledge, hypothecation or other encumbrance of or under this Sublease without such prior written consent of Owner in each instance. No assignment or subletting (whether with or without Owner’s consent) shall be invalid release the original Tenant named in this lease, and without force such Tenant remains fully and effect. B. Each and every provision of Article Seventeen of primarily liable on this lease. Notwithstanding the Prime Lease must be complied with and it is understood that all approval rightsforegoing, recapture rights and profit sharing conferred upon “Landlord” therein Owner shall be deemed to be conferred upon both Prime Landlord and Sublandlord (who as between them shall determine their relative rights). C. If Subtenant shall at any time request the not unreasonably withhold its consent of Sublandlord and Prime Landlord to any proposed assignment of this Sublease or subletting of all or any portion of the Premises. (b) If this lease shall be assigned or if the Premises or any part thereof shall be sublet or occupied by any person or persons other than the original Tenant named in this lease, Subtenant Owner may collect rent from any assignee, subtenants and/or occupants and apply the net amounts collected to the rents, additional rents and other charges payable by Tenant pursuant to this lease, but no such assignment, subletting, occupancy or collection shall pay be deemed a waiver of any of the provisions of this Section, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of any person from the further performance and observance by such person of the obligations under this lease on the part of Tenant to be performed. The consent by Owner to an assignment, mortgage, pledge, encumbrance, hypothecation or sublet shall not be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment, mortgage, pledge, encumbrance, hypothecation or sublet. (c) Any change in 50% or more (in one transaction or a series of related transactions) of the ownership of any of the voting stock or other ownership interests (or the issuance of any additional voting stock or other ownership interest) of Tenant, or of any entity directly or indirectly owning any ownership interest in Tenant, shall be deemed a prohibited assignment under this lease unless Tenant shall have obtained the prior consent of Owner. The foregoing shall not be deemed to prohibit the change of ownership of any stock, or the issuance of new stock, of any corporation which is listed on any publicly recognized national stock exchange. (d) Notwithstanding the foregoing or anything in this Article 23 to the contrary, Owner’s consent shall not be required for: (i) transactions with a corporation or limited liability company into which Tenant is merged or consolidated or with a corporation, general, limited or limited liability partnership, limited liability company or other legal person to which substantially all of Tenant’s assets are transferred, or, if Tenant is a general, limited or limited liability partnership, with a successor partnership, or (ii) transactions with an entity that controls or is controlled by Tenant or is under common control with Tenant. For purposes of this subsection, the term “control” shall mean ownership of more than fifty percent (50%) of the equitable interest in such entity. (e) If this lease is assigned to any person or entity pursuant to the provisions of Title 11 of the United States Code (the “Bankruptcy Code”), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Owner, shall be and remain the exclusive property of Owner and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Owner’s property under the preceding sentence not paid or delivered to Owner shall be held in trust for the benefit of Owner and shall be promptly paid to or turned over to Owner. (f) Any person or entity to which this lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this lease on and after the date of such assignment. Any such assignee shall execute and delivery to Owner upon demand an instrument confirming such assumption. (g) If Tenant assumes this lease and proposes to assign the reasonable costs same pursuant to the provisions of the Bankruptcy Code to any person or entity who shall have made a bona fide offer to accept an assignment of this lease on terms acceptable to Tenant, then notice of such proposed assignment shall be given to Owner by Tenant no later than 20 days after receipt of such offer by Tenant, but in any event no later than 10 days prior to the date that Tenant shall make application to a court of competent jurisdiction for authority and expenses incurred approval to enter into such assignment and assumption. Such notice shall set forth (i) the name and address of such person or entity, (ii) all of the terms and conditions of such offer and (iii) adequate assurance of future performance by Sublandlord and Prime Landlordsuch person or entity under this lease, including, without limitation, architectthe assurance referred to in Section 365(b)(3) of the Bankruptcy Code. Owner shall have the prior right and option, engineer to be exercised by notice to Tenant given at any time prior to the effective date of such proposed assignment, to accept an assignment of this lease upon the same terms and reasonable attorneys’ fees conditions and disbursementsfor the same consideration, and a reasonable administrative fee for review and/or preparation if any, as the bona fide offer made by such person, less any brokerage commissions which would otherwise be payable by Tenant out of documents the consideration to be paid by such person in connection with any proposed or actual the assignment of this Sublease lease. (h) Tenant shall reimburse Owner on demand for any reasonable out of pocket costs that may be incurred by Owner in connection with said assignment, including, without limitation, reasonable legal costs incurred in connection with the granting of any requested consent. (i) If Owner shall decline to give its consent to any proposed assignment, Tenant shall indemnify, defend and hold harmless Owner against and from any and all loss, liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Owner by the proposed assignee or subletting by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment, unless it is determined by a court of the Premises or any part thereofcompetent jurisdiction that Owner had unreasonably withheld such consent.

Assignment, Subletting and Encumbrances. A. Section 22.1 Except as specifically otherwise permitted by Article Seventeen of provided herein, Tenant shall not have the Prime Leaseright, without the having obtained Landlord's prior written consent which may be withheld in Landlord's sole discretion, to sublease or mortgage, pledge or otherwise encumber all or any part of Sublandlord (not to be unreasonably withheldthe Demised Premises, conditioned or delayed) and Prime Landlord, Subtenant shall not (i) assign this Sublease Lease (by operation of law or otherwise), (ii) sublease all or any part of the Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this Sublease or the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Demised Premises to be used or occupied by anyone persons other than SubtenantTenant. Any Tenant shall reimburse Landlord for the reasonable expenses incurred by Landlord in connection with Tenant's request for such consent, including reasonable attorneys' fees and disbursements and the costs of investigating the acceptability of the proposed subtenant, upon demand; provided, however, that Tenant shall have no obligation to reimburse Landlord under this section with respect to the first three (3) requests for consent by Tenant to Landlord. Section 22.2 If this Lease be assigned or if the Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the basic rent and other charges herein reserved, but no such assignment, subleasesubletting, mortgage, pledge, hypothecation occupancy or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effect. B. Each and every provision of Article Seventeen of the Prime Lease must be complied with and it is understood that all approval rights, recapture rights and profit sharing conferred upon “Landlord” therein collection shall be deemed a waiver of Tenant's covenants under this Article 22 of the acceptance by Landlord of the assignee, subtenant or occupant as tenant hereunder or a release of Tenant from the further performance by Tenant of any of the terms, covenants and conditions of this Lease on the part of Tenant to be conferred upon both Prime Landlord and Sublandlord (who as between them shall determine their relative rights). C. If Subtenant shall at any time request the consent of Sublandlord and Prime Landlord to any proposed assignment of this Sublease or subletting of all or any portion of the Premises, Subtenant performed hereunder. Tenant shall pay on demand the reasonable costs and expenses reasonably incurred by Sublandlord and Prime Landlord, including, without limitation, architect, engineer and reasonable attorneys’ ' fees and disbursements, and a reasonable administrative fee for review and/or preparation of documents in connection with any proposed or actual assignment of this Sublease Lease or subletting of the Demised Premises or any part thereofthereof and the review and/or preparation of documents in connection therewith. Section 22.3 If and so long as Tenant is not in default under this Lease, Landlord will not unreasonably withhold or delay its consent to a request to a proposed assignment or sublease of the Demised Premises, provided that: (a) the proposed assignee or sublessee shall have a financial standing, be of a character and be engaged in a business reasonably acceptable to Landlord, and use the Demised Premises for the Permitted Use as set forth in this Lease; (b) Tenant shall reimburse Landlord on demand for any reasonable costs, including attorneys' fees and disbursements, that may be incurred by Landlord in connection with said assignment or subletting; (c) the form of the proposed assignment or sublease shall be in reasonably satisfactory form and shall comply with the applicable provisions of this Article 22;

Assignment, Subletting and Encumbrances. A. SECTION 16.01. Except as set forth below, Tenant shall not assign, mortgage or otherwise permitted by Article Seventeen encumber this Lease, or sublet all or any part of the Prime LeaseDemised Premises, without the prior written consent of Sublandlord (Landlord in each instance which consent shall not to be unreasonably delayed or withheld, conditioned . No permitted assignment or delayed) and Prime Landlord, Subtenant shall not (i) assign this Sublease (by operation sublease of law or otherwise), (ii) sublease all the whole or any part of the PremisesDemised Premises by Tenant shall in any way release Tenant or affect or reduce any of the obligations of Tenant under this Lease, but this Lease shall continue in full force and effect, it being the intention and meaning of the parties hereto that Tenant shall be and remain liable to Landlord for any and all acts and omissions of any and all assignees, subtenants and similar occupants. The consent by Landlord to an assignment, encumbrance, or subletting shall not be construed in any way to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, encumbrance, or subletting. Notwithstanding the foregoing, (iiii) mortgageTenant shall have the right to assign this Lease or sublease all or a portion of the Demised Premises without Landlord’s consent (x) to any entity with which Tenant shall be merged, pledgeconsolidated or combined or (y) to any entity which shall purchase all or substantially all of Tenant’s assets or (z) to any subsidiary, hypothecate parent or otherwise encumber affiliate of Tenant or any entity which shall own all or substantially all of Tenant’s outstanding shares or partnership or membership interests or (ii) in the event of an “IPO” as that term is defied in the restated and amended limited partnership agreement of Tenant (the “Limited Partnership Agreement”), Tenant may assign its interest in this Sublease Lease or sublease the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Demised Premises to be used or occupied those transferees contemplated by anyone other than Subtenant. Any assignment, sublease, mortgage, pledge, hypothecation or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effect. B. Each and every provision of Article Seventeen Section 4.7(g) of the Prime Lease Limited Partnership Agreement and any majority owned subsidiary of such transferee; provided, however, no such assignment or subletting shall relieve Tenant from its obligations or liabilities hereunder. Notwithstanding any of the foregoing, it is expressly understood that, at all times during the terms of this Lease, Tenant hereunder must be complied with and it is understood that all approval rights, recapture rights and profit sharing conferred upon “Landlord” therein shall be deemed identical to be conferred upon both Prime Landlord and Sublandlord the tenant under the Adamo Drive Lease (who as between them shall determine their relative rightsalthough permitted subtenants may differ). C. If Subtenant SECTION 16.02. Notwithstanding anything contained in Section 16.01 above to the contrary, Tenant shall at have the unrestricted right to mortgage and pledge this Lease, provided, however, that any time request such mortgage or pledge shall be subject and subordinate to the consent rights of Sublandlord and Prime Landlord to any proposed assignment of this Sublease or subletting of all or any portion of the Premises, Subtenant shall pay on demand the reasonable costs and expenses incurred by Sublandlord and Prime Landlord, including, without limitation, architect, engineer and reasonable attorneys’ fees and disbursements, and a reasonable administrative fee for review and/or preparation of documents in connection with any proposed or actual assignment of this Sublease or subletting of the Premises or any part thereof.hereunder. ARTICLE SEVENTEEN

Assignment, Subletting and Encumbrances. A. Except as 10.1 Sublessee shall not sublease, mortgage, pledge or otherwise permitted by Article Seventeen encumber all or any part of the Prime LeasePremises, without the prior written consent of Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Prime Landlord, Subtenant shall not (i) assign this Sublease (by operation of law or otherwise), (ii) sublease all or any part of the Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this Sublease or the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Premises to be used or occupied by anyone other than SubtenantSublessee, without the prior written approval of Sublessor and Landlord in each instance, which approval from Landlord and Sublessor may be granted or withheld in their sole and absolute discretion. Any assignment, sublease, mortgage, pledge, hypothecation pledge or other encumbrance of or under this Sublease permission to use and occupy made without such prior written consent shall be invalid null and without force void. Notwithstanding any consent to any such assignment or subletting, the provisions of this subsection shall be applicable to each and effectevery subsequent assignment or subletting, and Sublessee shall not be released from any of its obligations or liabilities hereunder. B. Each 10.2 If this Sublease be assigned or if the Premises or any part thereof be further sublet or occupied by anybody other than Sublessee, Sublessor may, after default by Sublessee, collect rent from the assignee, subtenant or occupant, and, if Sublessor does so, it shall apply the net amount collected to the Fixed Rent, Additional Rent and every provision of Article Seventeen of the Prime Lease must be complied with and it is understood that all approval rightsother charges herein reserved, recapture rights and profit sharing conferred upon “Landlord” therein but no such assignment, subletting, occupancy or collection shall be deemed to be conferred upon both Prime Landlord a waiver of Sublessee's covenants under this Article 10, or the acceptance by Sublessor of the assignee, subtenant or occupant as tenant hereunder or a release of Sublessee from the further performance by Sublessee of any of the terms, covenants and Sublandlord (who as between them shall determine their relative rights). C. If Subtenant shall at any time request the consent of Sublandlord and Prime Landlord to any proposed assignment conditions of this Sublease or subletting on the part of all or any portion of the Premises, Subtenant Sublessee to be performed hereunder. 10.3 Sublessee shall pay on demand the reasonable actual costs and expenses reasonably incurred by Sublandlord Sublessor and Prime Landlord, including, without limitation, reasonable architect, engineer and reasonable attorneys’ ' fees and disbursements, and a reasonable administrative fee for review and/or preparation of documents disbursements in connection with any proposed or actual assignment of this Sublease or subletting of the Premises or any part thereofthereof and the review and/or preparation of documents in connection therewith. 10.4 Notwithstanding the provisions of Section 10.1, Sublessor shall not unreasonably withhold its consent to an assignment of this Sublease to a corporation into which Sublessee herein named is merged or consolidated, or which shall acquire all or substantially all of the assets of Sublessee (a "Successor Sublessee") provided that (i) Sublessee shall not be in default hereunder beyond any applicable grace period herein specified, (ii) the Successor Sublessee shall have a net worth of not less than $20,000,000, (iii) Landlord shall have consented to the assignment in writing, and (iv) the Successor Sublessee shall execute and deliver to Sublessor an assumption agreement in form and substance satisfactory to Sublessor assuming all obligations of Sublessee under this Sublease.

Assignment, Subletting and Encumbrances. A. SECTION 16.01. Except as set forth below, Tenant shall not assign, mortgage or otherwise permitted by Article Seventeen encumber this Lease, or sublet all or any part of the Prime LeaseDemised Premises, without the prior written consent of Sublandlord (Landlord in each instance which consent shall not to be unreasonably delayed or withheld, conditioned . No permitted assignment or delayed) and Prime Landlord, Subtenant shall not (i) assign this Sublease (by operation sublease of law or otherwise), (ii) sublease all the whole or any part of the PremisesDemised Premises by Tenant shall in any way release Tenant or affect or reduce any of the obligations of Tenant under this Lease, but this Lease shall continue in full force and effect, it being the intention and meaning of the parties hereto that Tenant shall be and remain liable to Landlord for any and all acts and omissions of any and all assignees, subtenants and similar occupants. The consent by Landlord to an assignment, encumbrance, or subletting shall not be construed in any way to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, encumbrance, or subletting. Notwithstanding the foregoing, (iiii) mortgageTenant shall have the right to assign this Lease or sublease all or a portion of the Demised Premises without Landlord’s consent (x) to any entity with which Tenant shall be merged, pledgeconsolidated or combined or (y) to any entity which shall purchase all or substantially all of Tenant’s assets or (z) to any subsidiary, hypothecate parent or otherwise encumber affiliate of Tenant or any entity which shall own all or substantially all of Tenant’s outstanding shares or partnership or membership interests or (ii) in the event of an “IPO” as that term is defied in the restated and amended limited partnership agreement of Tenant (the “Limited Partnership Agreement”), Tenant may assign its interest in this Sublease Lease or sublease the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Demised Premises to be used or occupied those transferees contemplated by anyone other than Subtenant. Any assignment, sublease, mortgage, pledge, hypothecation or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effect. B. Each and every provision of Article Seventeen Section 4.7(g) of the Prime Lease Limited Partnership Agreement and any majority owned subsidiary of such transferee; provided, however, no such assignment or subletting shall relieve Tenant from its obligations or liabilities hereunder. Notwithstanding any of the foregoing, it is expressly understood that, at all times during the terms of this Lease, Tenant hereunder must be complied with and it is understood that all approval rights, recapture rights and profit sharing conferred upon “Landlord” therein shall be deemed identical to be conferred upon both Prime Landlord and Sublandlord the tenant under the Adamo Drive Lease (who as between them shall determine their relative rightsalthough permitted subtenants may differ). C. If Subtenant SECTION 16.02. Notwithstanding anything contained in Section 16.01 above to the contrary, Tenant shall at have the unrestricted right to mortgage and pledge this Lease, provided, however, that any time request such mortgage or pledge shall be subject and subordinate to the consent rights of Sublandlord and Prime Landlord to any proposed assignment of this Sublease or subletting of all or any portion of the Premises, Subtenant shall pay on demand the reasonable costs and expenses incurred by Sublandlord and Prime Landlord, including, without limitation, architect, engineer and reasonable attorneys’ fees and disbursements, and a reasonable administrative fee for review and/or preparation of documents in connection with any proposed or actual assignment of this Sublease or subletting of the Premises or any part thereofhereunder.

Assignment, Subletting and Encumbrances. A. Except as otherwise permitted by Article Seventeen Subtenant shall comply with the terms of Section 13 of the Prime Original Lease. Any assignment of this Sublease, without if consented to by Sublandlord, shall be subject to and conditioned upon compliance with the prior written consent of Sublandlord (not to be unreasonably withheld, conditioned or delayed) following terms and Prime Landlord, Subtenant shall not conditions: (i) assign By written instrument of assignment and assumption, the assignee for the benefit of Sublandlord and the assignor shall assume and agree to perform and to comply with all of the terms, conditions and agreements of this Sublease on the part of Subtenant to be kept, performed and observed and to become jointly and severally liable with the assignor for such performance and compliance; (ii) A duplicate original of such instrument, in form reasonably satisfactory to Sublandlord, duly acknowledged and executed by operation the assignor and the assignee, shall be delivered to Sublandlord within five (5) business days following the date of law execution thereof; and (iii) The assignor shall assign all of its right, title, interest and claim to any security deposited hereunder to the assignee. (iv) Sublandlord, within fifteen (15) days following Sublandlord’s receipt of the instruments identified in clauses (i) and (ii) above, shall have the option to recapture the Premises and terminate this Sublease. Sublandlord shall exercise its option by providing written notice to Subtenant (“Sublandlord’s Recapture Notice”) and such notice shall designate an effective date of the termination which shall be no more than 30 days after Subtenant's receipt of Sublandlord’s Recapture Notice. Upon such termination, neither Sublandlord nor Subtenant shall have any further rights, estates or otherwiseliabilities under this Sublease accruing after the effective date of termination, except for such obligations which expressly survive the termination of this Sublease B. A. Subtenant shall comply with the terms of Section 13 of the Original Lease. Any subletting of the Premises or any part thereof, if consented to by Sublandlord, shall be subject to and conditioned upon compliance with the following terms and conditions: (i) The sublease shall provide that it is subject and subordinate to all of the provisions of this Sublease and all of the rights of Sublandlord hereunder; (ii) The sublease shall expressly provide that the sub-sublessee shall use and occupy the Premises only for the permitted purposes set forth herein and for no other purpose whatsoever; and (iii) A duplicate original of the sublease, duly executed by sublessor and sublessee, shall be delivered to Sublandlord within five (5) business days following the date of its execution. (iv) Sublandlord, within fifteen (15) days following Sublandlord's receipt of the instruments identified in clauses (i), (ii) sublease all or any part of the Premises, and (iii) mortgageabove, pledgeshall have the option to recapture the Premises and terminate this Sublease. Sublandlord shall exercise its option by providing written notice to Subtenant (“Sublandlord's Recapture Notice”) and such notice shall designate an effective date of the termination which shall be no more than 30 days after Subtenant's receipt of Sublandlord's Recapture Notice. Upon such termination, hypothecate neither Sublandlord nor Subtenant shall have any further rights, estates or otherwise encumber its interest in liabilities under this Sublease accruing after the effective date of termination, except for such obligations which expressly survive the termination of this Sublease C. If this Sublease is assigned, or if the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Premises to be used part thereof is sublet or occupied by anyone one other than Subtenant. Any , whether or not Subtenant shall have been granted any required consent, Sublandlord may, after default by Subtenant, collect rent and other charges from such assignee, Subtenant or other occupant, and apply the net amount collected to Rental and other charges herein reserved, but no such assignment, subleasesubletting, mortgage, pledge, hypothecation occupancy or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effect. B. Each and every provision of Article Seventeen of the Prime Lease must be complied with and it is understood that all approval rights, recapture rights and profit sharing conferred upon “Landlord” therein collection shall be deemed to be conferred upon both Prime Landlord a waiver of the requirements of this Article 13 or an acceptance of the assignee, subtenant or other occupant as subtenant under this Sublease. The consent by Sublandlord to an assignment or subletting shall not in any way be construed to relieve Subtenant from obtaining consent to any further assignment or subletting. No assignment or subletting shall, in any way, release, relieve or modify the liability of Subtenant under this Sublease and Sublandlord (who as between them Subtenant shall determine their relative rights)be and remain liable under all of the terms, conditions, and covenants hereof. C. D. If Subtenant shall at any time request the consent of Sublandlord and Prime Landlord to any proposed assignment of this Sublease or subletting of all or any portion of the Premises, Subtenant shall pay on demand the actual, reasonable costs and expenses incurred by Sublandlord and Prime Landlord, including, without limitation, architect, engineer and reasonable attorneys’ fees and disbursements, and a reasonable administrative fee disbursements for review and/or preparation of documents in connection with any proposed or actual assignment of this Sublease or subletting of the Premises or any part thereof. E. One hundred percent (100%) of any sums or other economic consideration received by Subtenant as a result of any assignment of this Sublease or subletting of all or any portion of the Premises whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Subtenant is obligated to pay Sublandlord under this Sublease (prorated to reflect obligations allocable to that portion of the Premises subject to such sublease or assignment ) shall be paid to Sublandlord by Subtenant as Rental under this Sublease without affecting or reducing any other obligation of Subtenant hereunder.

Assignment, Subletting and Encumbrances. A. 10.1 Except as otherwise permitted by Article Seventeen provided herein, Sublessee, shall not sublease, mortgage, pledge or otherwise encumber all or any part of the Prime LeasePremises, without the prior written consent of Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Prime Landlord, Subtenant shall not (i) assign this Sublease (by operation of law or otherwise), (ii) sublease all or any part of the Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this Sublease or the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Premises to be used or occupied by anyone other than Subtenant. Any assignmentSublessee, sublease, mortgage, pledge, hypothecation or other encumbrance of or under this Sublease without such the prior written consent shall be invalid approval of Sublessor and without force and effect. B. Each and every provision of Article Seventeen of the Prime Lease must be complied with and it is understood that all Landlord in each instance, which approval rightsfrom Landlord, recapture rights and profit sharing conferred upon “Landlord” therein shall be deemed as to be conferred upon both Prime Landlord and Sublandlord (who as between them shall determine their relative rights). C. If Subtenant shall at any time a request the consent of Sublandlord and Prime Landlord to any proposed for an assignment of this Sublease or a subletting of all or any portion by Sublessee of the Premises, Subtenant shall pay on demand be granted or withheld in accordance with the reasonable costs and expenses incurred by Sublandlord and Prime Landlord, including, without limitation, architect, engineer and reasonable attorneys’ fees and disbursementsapplicable requirements under the Master Lease, and a reasonable administrative fee for review and/or preparation of documents in connection with any proposed from Sublessor shall not be unreasonably withheld or actual delayed. If Sublessor consents to an assignment of this Sublease or a subletting of the Premises, no such assignment or subletting shall be or be deemed to be effective until the following conditions have been met: (i) Landlord shall have consented in writing to such assignment or subletting; (ii) in the case of an assignment, the assignee shall have assumed in writing, directly for the benefit of Sublessor, all of the obligations of Sublessee hereunder and Sublessor shall have been furnished with a duplicate original of the agreement of assignment and assumption, in form and substance reasonably satisfactory to Sublessor; and (iii) in the case of a subletting, Sublessor shall have been furnished with a duplicate original of the sublease prior to the commencement of the term of such sublease, which sublease shall be in form and substance reasonably satisfactory to Sublessor, and shall be subject and subordinate to all of the terms, covenants and conditions of this Sublease and the Master Lease and shall restrict the right of the subtenant thereunder to assign such sublease or further sublet its subleased premises. Notwithstanding Sublessor's consent to any such assignment or subletting, the provisions of this subsection shall be applicable to each and every subsequent assignment or subletting, and Sublessee shall not be released from any of its obligations or liabilities hereunder. 10.2 Subject to the provisions of Section 10.3 hereof, the transfer of a majority of the issued and outstanding capital stock of any corporate Sublessee or permitted assignee of this Sublease, or the transfer of a majority of the interest in any partnership Sublessee or permitted assignee, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this Sublease. 10.3 Sublessee may, without obtaining Sublessor's consent but subject to Sublessor obtaining any required consent from Landlord, (a) assign or transfer this Sublease to a corporation or other entity into which Sublessee shall be merged or consolidated or an entity which acquires all or substantially all of the assets, stock, or other equity interest of Sublessee (each, a "successor entity"), or an entity which controls, is controlled by, or is under common control with Sublessee (a "related entity"), or (b) sublet the Premises to a related entity; provided that in all such cases: (i) Sublessee shall not be in default hereunder at the time of such sublet or assignment; (ii) the principal purpose of such transfer or acquisition is not the acquisition of Sublessee's interest in this Sublease and is not made to circumvent the provisions of this Section 10.3; (iii) in the case of an assignment to a successor entity such successor entity has a net worth immediately following such merger or acquisition computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Sublessee immediately prior to such merger, consolidation or acquisition, or (2) the net worth of Sublessee herein named on the date of this Sublease; (iv) in the case of an assignment or subletting to a related entity, the rights granted to Sublessee pursuant to this Section 10.3 shall be for only so long as such assignee or sublessee shall remain a related entity and at such time as such assignee or sublessee shall no longer be a related entity the rights accorded to Sublessee by this Section 10.3 shall not apply and Sublessee shall promptly comply with all of the terms and conditions of this Section 10 with respect to such assignment or subletting; (v) Sublessor shall have been delivered, at least ten (10) days prior to the effective date of such assignment or subletting: (1) in the case of an assignment to a successor entity, proof reasonably satisfactory to Sublessor of the net worth of such assignee or sublessee, (2) in the case of an assignment or subletting to a related entity, proof reasonably satisfactory to Sublessor that such assignee or sublessee is a related entity; (3) in all cases, a duplicate original of the assignment or sublease instrument; (4) in the case of an assignment, an instrument in form and substance reasonably satisfactory to Sublessor, duly executed by the assignee, in which such assignee assumes (as of the date of such assignment) observance of and performance of, and agrees to be personally bound by, all of the terms, covenants and conditions of this Sublease on Sublessee's part to be performed; (5) in the event of a subletting, an instrument in form and substance reasonably satisfactory to Sublessor, duly executed by the sublessee, in which such sublessee agrees that in the event of a termination of this Sublease, such sublessee shall, at Sublessor's election, attorn to Sublessor upon all of the terms and conditions of this Sublease or, at Sublessor's election, enter into a new sublease with Sublessor upon all of the then executory terms and conditions of this Sublease with respect to the premises so subleased; and (6) an instrument in form and substance reasonably acceptable to Sublessor duly executed by such assignee or sublessee, in which such assignee or sublessee consents to the exclusive jurisdiction of the courts of New York State and the Federal courts located in the County of New York, State of New York. If Sublessor fails to object to any part thereof.documentation provided to Sublessor pursuant to subsection

Assignment, Subletting and Encumbrances. A. 10.1 Except as otherwise permitted by Article Seventeen provided herein, Sublessee, shall not sublease, mortgage, pledge or otherwise encumber all or any part of the Prime LeasePremises, without the prior written consent of Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Prime Landlord, Subtenant shall not (i) assign this Sublease (by operation of law or otherwise), (ii) sublease all or any part of the Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this Sublease or the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Premises to be used or occupied by anyone other than Subtenant. Any assignmentSublessee, sublease, mortgage, pledge, hypothecation or other encumbrance of or under this Sublease without such the prior written consent approval of Sublessor and Landlord in each instance, which approval from Landlord shall be invalid and without force and effect. B. Each and every provision of Article Seventeen granted or withheld in Landlord's discretion in accordance with the terms of the Prime Lease must Master Lease, and from Sublessor shall not be complied with and it is understood that all approval rights, recapture rights and profit sharing conferred upon “Landlord” therein shall be deemed unreasonably withheld or delayed. If Sublessor consents to be conferred upon both Prime Landlord and Sublandlord (who as between them shall determine their relative rights). C. If Subtenant shall at any time request the consent of Sublandlord and Prime Landlord to any proposed an assignment of this Sublease or a subletting of all or any portion of the Premises, Subtenant no such assignment or subletting shall be or be deemed to be effective until the following conditions have been met: (i) Landlord shall have consented in writing to such assignment or subletting; (ii) in the case of an assignment, the assignee shall have assumed in writing, directly for the benefit of Sublessor, all of the obligations of Sublessee hereunder and Sublessor shall have been furnished with a duplicate original of the agreement of assignment and assumption, in form and substance reasonably satisfactory to Sublessor; and (iii) in the case of a subletting, Sublessor shall have been furnished with a duplicate original of the sublease prior to the commencement of the term of such sublease, which sublease shall be in form and substance reasonably satisfactory to Sublessor, and shall be subject and subordinate to all of the terms, covenants and conditions of this Sublease and the Master Lease and shall restrict the right of the subtenant thereunder to assign such sublease or further sublet its subleased premises without Sublessor's prior consent. Notwithstanding Sublessor's consent to any such assignment or subletting, the provisions of this subsection shall be applicable to each and every subsequent assignment or subletting, and Sublessee shall not be released from any of its obligations or liabilities hereunder. 10.2 The provisions of Section 10.1 hereof shall not apply to transactions with a corporation into or with which Sublessee is merged or consolidated or with an entity to which substantially all of Sublessee's assets are transferred or, if Sublessee is a partnership, with a successor partnership, nor shall the provisions of Section 10.1 apply to transactions with an entity which controls or is controlled by Sublessee or is under common control with Sublessee. In furtherance of the provisions of this paragraph 10.2, the parties understand and agree that Sublessee shall have the right to assign this Sublease to Capital Trust without the consent of Sublessor or Landlord. 10.3 If this Sublease be assigned or if the Premises or any part thereof be further sublet or occupied by anybody other than Sublessee, Sublessor may, after default by Sublessee, collect rent from the assignee, subtenant or occupant, and, if Sublessor does so, it shall apply the net amount collected to the Fixed Rent, Additional Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of Sublessee's covenants under this Article 10, or the acceptance by Sublessor of the assignee, subtenant or occupant as tenant hereunder or a release of Sublessee from the further performance by Sublessee of any of the terms, covenants and conditions of this Sublease on the part of Sublessee to be performed hereunder. 10.4 Sublessee shall pay on demand the reasonable third-party costs and expenses reasonably incurred by Sublandlord Sublessor and Prime Landlord, including, without limitation, reasonable architect, engineer and reasonable attorneys’ ' fees and disbursements, and a reasonable administrative fee for review and/or preparation of documents disbursements in connection with any proposed or actual assignment of this Sublease or subletting of the Premises or any part thereofthereof and the review and/or preparation of documents in connection therewith. 10.5 If, with respect to any subletting permitted hereunder, other than by a sublease contemplated by Section 10.2 hereof, the rents received by Sublessee under a sublease shall exceed the rents reserved hereunder that are allocable to the premises sublet, the excess shall be applied by Sublessee to reasonable brokerage commissions, reasonable legal fees and reasonable advertising expenses, incurred by Sublessee in connection with and allocable to the subletting and fifty (50%) percent of any balance of such excess shall be paid by Sublessee to Sublessor as and when received.

Assignment, Subletting and Encumbrances. A. Except 11.01 Third Tier Sublessee shall not, either voluntarily or by operation of law, assign, sell, encumber, pledge or otherwise transfer all or any part of Third Tier Sublessee's leasehold estate hereunder, or permit the Premises to be occupied by anyone other than Third Tier Sublessee or Third Tier Sublessee's employees, or sublet the Premises or any portion thereof, without Third Tier Sublessor's, Sub-sublessor's, Prime Sublessor's and Groundlessor's prior written consent in each instance. If Third Tier Sublessee is a corporation or is an unincorporated association or partnership, the transfer, issuance, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty- five percent (25%) shall be deemed an assignment within the meaning and provisions of this Article. Any consent by Third Tier Sublessor, Sub- sublessor, Prime Sublessor and Groundlessor as otherwise permitted by Article Seventeen hereinabove required shall not excuse Third Tier Sublessee from its obligation to obtain the express written consent of Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Groundlessor to any further action or matter with respect to which the consent of Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Groundlessor is hereinabove required. If Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Groundlessor consent to an assignment of this Third Tier Sublease or a subletting of the Premises, no such assignment or subletting shall be, or be deemed to be, effective until the following conditions have been met: (i) in the case of an assignment, the assignee shall have assumed in writing, directly for the benefit of Third Tier Sublessor, all of the obligations of Third Tier Sublessee hereunder and Third Tier Sublessor shall have been furnished, prior to the effective date of such assignment, with a duplicate original of the agreement of assignment and assumption, in form and substance satisfactory to Third Tier Sublessor; and (ii) in the case of subletting, Third Tier Sublessor shall have been furnished with a duplicate original of the sublease, prior to the commencement of the term of such sublease, which sublease shall (a) be in form and substance satisfactory to Third Tier Sublessor; (b) be subject and subordinate to all of the terms, covenants and conditions of this Third Tier Sublease, the Sub-sublease, the Prime Sublease and the Major Ground Lease, ; and (c) restrict the right of the subtenant thereunder to assign such sublease or further sublet its subleased premises without the prior written consent of Sublandlord (not Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Groundlessor in each instance. Notwithstanding Third Tier Sublessor's, Sub-sublessor's, Prime Sublessor's and Groundlessor's consent to any such assignment or subletting, the provisions of this subsection shall be unreasonably withheldapplicable to each and every subsequent assignment or subletting, conditioned or delayed) and Prime Landlord, Subtenant Third Tier Sublessee shall not (i) assign be released from any of its obligations hereunder. 11.02 If this Third Tier Sublease (by operation of law be assigned or otherwise), (ii) sublease all or any part of the Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this Sublease or if the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Premises to part thereof be used further sublet or occupied by anyone anybody other than Subtenant. Any Third Tier Sublessee, Third Tier Sublessor may, after default by Third Tier Sublessee, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Fixed Rent, Additional Rent and other charges herein reserved, but no such assignment, subleasesubletting, mortgage, pledge, hypothecation occupancy or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effect. B. Each and every provision of Article Seventeen of the Prime Lease must be complied with and it is understood that all approval rights, recapture rights and profit sharing conferred upon “Landlord” therein collection shall be deemed a waiver of Third Tier Sublessee's covenants under this Article 11, or the acceptance by Third Tier Sublessor of the assignee, subtenant or occupant as tenant hereunder or a release of Third Tier Sublessee from the further performance by Third Tier Sublessee of any of the terms, covenants and conditions of this Third Tier Sublease on the part of Third Tier Sublessee to be conferred upon both Prime Landlord and Sublandlord (who as between them shall determine their relative rights)performed hereunder. C. If Subtenant shall at any time request the consent of Sublandlord and Prime Landlord to any proposed assignment of this Sublease or subletting of all or any portion of the Premises, Subtenant 11.03 Third Tier Sublessee shall pay on demand the reasonable costs and expenses incurred by Sublandlord Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Prime LandlordGroundlessor, including, without limitation, architect, engineer and reasonable attorneys’ ' fees and disbursements, and a reasonable administrative fee for review and/or preparation of documents fee, in connection with any proposed or actual assignment of this Third Tier Sublease or subletting of the Premises Premises, or any part thereof, and the review and/or preparation of documents in connection therewith.

Assignment, Subletting and Encumbrances. A. Except as Section 16.01. Tenant shall not assign, mortgage or otherwise permitted by Article Seventeen encumber this Lease, or sublet all or any part of the Prime Leasedemised premises, without the prior written consent of Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Prime Landlord, Subtenant shall not (i) which consent may be withheld in Landlord's sole and absolute discretion; provided, however, that Tenant may assign this Sublease Lease to Safeguard Health Enterprises, Inc., a Delaware corporation, or any other wholly-owned subsidiary of Safeguard Health Enterprises, Inc., without the prior consent or approval of Landlord so long as (by operation a) Tenant notifies Landlord upon the occurrence of law such assignment, and (b) Tenant remains liable for all of the duties and obligations of "Tenant" hereunder. No permitted assignment or otherwise), (ii) sublease all of the whole or any part of the Premises, (iii) mortgage, pledge, hypothecate demised premises by Tenant shall in any way affect or otherwise encumber its interest in this Sublease or reduce any of the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Premises to be used or occupied by anyone other than Subtenant. Any assignment, sublease, mortgage, pledge, hypothecation or other encumbrance obligations of or Tenant under this Sublease without such prior written consent Lease, but this Lease shall be invalid and without continue in full force and effect. B. Each , it being the intention and every provision of Article Seventeen meaning of the Prime Lease must parties hereto that Tenant shall be complied with and it is understood remain liable to Landlord for any and all acts and omissions of any and all assignees, subtenants and similar occupants. The consent by Landlord to an assignment, encumbrance, or subletting shall not be construed in any way to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, encumbrance, or subletting. ARTICLE SEVENTEEN SUBORDINATION ------------- Section 17.01. Tenant agrees and acknowledges that all approval rightsof Tenant's right, recapture title and interest under this Lease is automatically subordinate to the lien of any existing or future lender without any further act by Tenant; provided that any future lender agrees not to disturb the rights of Tenant under this Lease as long as Tenant is not in default hereunder and profit sharing conferred upon “Landlord” therein Tenant agrees to attorn to Landlord as part of a commercially reasonable form of subordination, non-disturbance and attornment agreement. However, in order to manifest and confirm the foregoing, Tenant shall be deemed subordinate its leasehold interest in the demised premises to be conferred upon both Prime the mortgage lien of any financing Landlord and Sublandlord (who as between them shall determine their relative rights). C. If Subtenant shall may wish to obtain at any time request during the consent Lease term; provided that any future lender agrees not to disturb the rights of Sublandlord Tenant under this Lease as long as Tenant is not in default hereunder and Prime Tenant agrees to attorn to Landlord as part of a commercially reasonable form of subordination, non-disturbance and attornment agreement. The failure of Tenant to so deliver any proposed assignment of this Sublease such instrument or subletting of all or any portion of the Premises, Subtenant instruments within ten (10) days after demand in writing by Landlord shall pay on demand the reasonable costs and expenses incurred by Sublandlord and Prime Landlord, including, without limitation, architect, engineer and reasonable attorneys’ fees and disbursementsconstitute a default hereunder, and a reasonable administrative fee for review and/or preparation Landlord shall be entitled to all of documents its remedies. Furthermore, Tenant hereby appoints Landlord as Tenant's attorney-in-fact to execute such instruments of subordination in connection with any proposed or actual assignment of this Sublease or subletting of the Premises or any part thereofevent Tenant fails to execute such instruments within ten (10) days after demand.

Assignment, Subletting and Encumbrances. A. Except as otherwise permitted by Article Seventeen of the Prime Lease, without 13.1 Without the prior written consent of Sublandlord (which consent shall not to be unreasonably withheld, conditioned withheld or delayed) and the prior written consent of Prime Landlord, Subtenant shall not (i) assign this Sublease (by operation of law or otherwise), (ii) sublease all or any part of the Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this Sublease or the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Premises to be used or occupied by anyone other than Subtenant. Any assignment, sublease, concession, license, occupancy, use, mortgage, pledge, hypothecation or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effect. B. Each 13.2 Any assignment of this Sublease, if consented to by Sublandlord, shall be subject to and every provision conditioned upon compliance with the following terms and conditions: (i) By written instrument of Article Seventeen assignment and assumption, the assignee shall assume and agree to perform and to comply with all of the Prime Lease must terms, conditions and agreements of this Sublease on the part of Subtenant to be complied kept, performed and observed and to become jointly and severally liable with the assignor for such performance and compliance; (ii) A duplicate original of such instrument, in form satisfactory to Sublandlord, duly acknowledged and executed by the assignor and the assignee, shall be delivered to Sublandlord within five (5) days following the date of execution thereof; and (iii) The assignor shall assign all of its right, title, interest and claim to any security deposited hereunder to the assignee. 13.3 Any subletting of the Premises or any part thereof, if consented to by Sublandlord, shall be subject to and conditioned upon compliance with the following terms and conditions: (i) The sublease shall provide that it is understood subject and subordinate to all of the provisions of this Sublease and all of the rights of Sublandlord hereunder; (ii) The sublease shall expressly provide that all approval rightsthe sublessee shall use and occupy the Premises only for the permitted purposes set forth herein and for no other purpose whatsoever; and (iii) A duplicate original of the sublease, recapture rights duly executed by sublessor and profit sharing conferred upon “Landlord” therein sublessee, shall be delivered to Sublandlord within five (5) days following the date of its execution. 13.4 If this Sublease is assigned, or if the Premises or any part thereof is sublet or occupied by one other than Subtenant, whether or not Subtenant shall have been granted any required consent, Sublandlord may, after default by Subtenant, collect rent and other charges from such assignee, Subtenant or other occupant, and apply the net amount collected to Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed to be conferred upon both Prime Landlord a waiver of the requirements of this Article 13 or an acceptance of the assignee, subtenant or other occupant as subtenant under this Sublease. The consent by Sublandlord to an assignment or subletting shall not in any way be construed to relieve Subtenant from obtaining consent to any further assignment or subletting. No assignment or subletting shall, in any way, release, relieve or modify the liability of Subtenant under this Sublease and Sublandlord (who as between them Subtenant shall determine their relative rights)be and remain liable under all of the terms, conditions, and covenants hereof. C. 13.5 If Subtenant shall at any time request the consent of Sublandlord and Prime Landlord to any proposed assignment of this Sublease or subletting of all or any portion of the Premises, Subtenant shall pay on demand the reasonable costs and expenses incurred by Sublandlord and Prime Landlord, including, without limitation, architect's, engineer engineer's and reasonable attorneys’ ' fees and disbursements, and a reasonable administrative fee for review and/or preparation of documents in connection with any proposed or actual assignment of this Sublease or subletting of the Premises or any part thereof.

Assignment, Subletting and Encumbrances. A. Except 11.01 Third Tier Sublessee shall not, either voluntarily or by operation of law, assign, sell, encumber, pledge or otherwise transfer all or any part of Third Tier Sublessee's leasehold estate hereunder, or permit the Premises to be occupied by anyone other than Third Tier Sublessee or Third Tier Sublessee's employees, or sublet the Premises or any portion thereof, without Third Tier Sublessor's, Sub-sublessor's, Prime Sublessor's and Groundlessor's prior written consent in each instance. If Third Tier Sublessee is a corporation or is an unincorporated association or partnership, the transfer, issuance, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) shall be deemed an assignment within the meaning and provisions of this Article. Any consent by Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Groundlessor as otherwise permitted by Article Seventeen hereinabove required shall not excuse Third Tier Sublessee from its obligation to obtain the express written consent of Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Groundlessor to any further action or matter with respect to which the consent of Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Groundlessor is hereinabove required. If Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Groundlessor consent to an assignment of this Third Tier Sublease or a subletting of the Premises, no such assignment or subletting shall be, or be deemed to be, effective until the following conditions have been met: (i) in the case of an assignment, the assignee shall have assumed in writing, directly for the benefit of Third Tier Sublessor, all of the obligations of Third Tier Sublessee hereunder and Third Tier Sublessor shall have been furnished, prior to the effective date of such assignment, with a duplicate original of the agreement of assignment and assumption, in form and substance satisfactory to Third Tier Sublessor; and (ii) in the case of subletting, Third Tier Sublessor shall have been furnished with a duplicate original of the sublease, prior to the commencement of the term of such sublease, which sublease shall (a) be in form and substance satisfactory to Third Tier Sublessor; (b) be subject and subordinate to all of the terms, covenants and conditions of this Third Tier Sublease, the Sub-sublease, the Prime Sublease and the Major Ground Lease, ; and (c) restrict the right of the subtenant thereunder to assign such sublease or further sublet its subleased premises without the prior written consent of Sublandlord (not Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Groundlessor in each instance. Notwithstanding Third Tier Sublessor's, Sub-sublessor's, Prime Sublessor's and Groundlessor's consent to any such assignment or subletting, the provisions of this subsection shall be unreasonably withheldapplicable to each and every subsequent assignment or subletting, conditioned or delayed) and Prime Landlord, Subtenant Third Tier Sublessee shall not (i) assign be released from any of its obligations hereunder. 11.02 If this Third Tier Sublease (by operation of law be assigned or otherwise), (ii) sublease all or any part of the Premises, (iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this Sublease or if the Premises or any interest therein, or (iv) grant any concession, license or otherwise permit the Premises to part thereof be used further sublet or occupied by anyone anybody other than Subtenant. Any Third Tier Sublessee, Third Tier Sublessor may, after default by Third Tier Sublessee, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Fixed Rent, Additional Rent and other charges herein reserved, but no such assignment, subleasesubletting, mortgage, pledge, hypothecation occupancy or other encumbrance of or under this Sublease without such prior written consent shall be invalid and without force and effect. B. Each and every provision of Article Seventeen of the Prime Lease must be complied with and it is understood that all approval rights, recapture rights and profit sharing conferred upon “Landlord” therein collection shall be deemed a waiver of Third Tier Sublessee's covenants under this Article 11, or the acceptance by Third Tier Sublessor of the assignee, subtenant or occupant as tenant hereunder or a release of Third Tier Sublessee from the further performance by Third Tier Sublessee of any of the terms, covenants and conditions of this Third Tier Sublease on the part of Third Tier Sublessee to be conferred upon both Prime Landlord and Sublandlord (who as between them shall determine their relative rights)performed hereunder. C. If Subtenant shall at any time request the consent of Sublandlord and Prime Landlord to any proposed assignment of this Sublease or subletting of all or any portion of the Premises, Subtenant 11.03 Third Tier Sublessee shall pay on demand the reasonable costs and expenses incurred by Sublandlord Third Tier Sublessor, Sub-sublessor, Prime Sublessor and Prime LandlordGroundlessor, including, without limitation, architect, engineer and reasonable attorneys’ ' fees and disbursements, and a reasonable administrative fee for review and/or preparation of documents fee, in connection with any proposed or actual assignment of this Third Tier Sublease or subletting of the Premises Premises, or any part thereof, and the review and/or preparation of documents in connection therewith.