Common use of ASSIGNMENT, SUBLETTING, ETC Clause in Contracts

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant shall not sublet the Demised Premises, or any portion thereof, nor assign, mortgage, pledge, transfer or otherwise encumber or dispose of this Lease Agreement, or any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each and every instance, which consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises shall not be unreasonably withheld, provided the following conditions are complied with: (a) Any assignment of this Lease Agreement shall transfer to the assignee all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement contained.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant shall not sublet expressly agrees that neither this Lease nor any part hereof, shall, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred (a “Transfer”) by Tenant, Tenant’s legal representatives or successors in interest and neither the Demised Premises, or nor any portion part thereof, nor assignany Tenant’s property shall be encumbered in any manner by reason of any act or omission on the part of Tenant or anyone claiming under or through Tenant, or shall be sublet or be used, occupied or utilized for concession or desk space or for mailing privileges by anyone other than Tenant, without the prior consent of Landlord in each instance except as otherwise expressly provided in this Article 14. For purposes of this Article 14, (i) the issuance of interests in Tenant (whether stock, partnership interests, interests in a limited liability company or otherwise) to any person or group of related persons, whether in a single transaction or a series of related or unrelated transactions, in such quantities that after such issuance control of Tenant or the ability effectively to control or direct the business decisions of Tenant, directly or indirectly, shall have changed, shall be deemed an assignment of this Lease, as the case may be, (ii) a Transfer of more than 50% in beneficial interest of Tenant (whether stock, partnership interests, interests in a limited liability company or otherwise) by any party or parties in interest whether in a single transaction or a series of related or unrelated transactions shall be deemed an assignment of this Lease, (iii) a take-over agreement shall be deemed an assignment of this Lease and (iv) any person or legal representative of Tenant, to whom Tenant’s interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article 14. Any assignment (or deemed assignment), sublease (or deemed sublease), license, concession, mortgage, pledge, encumbrance or transfer or otherwise encumber or dispose by Tenant in contravention of this Article 14 shall be void. Notwithstanding the foregoing, if Tenant is a corporation whose stock is publicly traded on a nationally recognized stock exchange (including, without limitation, an initial public offering), then the issuance of stock or one or more transfers of stock or other beneficial interest in Tenant (whether or not more than 50% of the stock or other beneficial interest in Tenant is so transferred other than to those deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended) which is effected through “over-the-counter market” or through any recognized stock exchange shall not constitute an assignment hereunder. 14.2 If this Lease Agreementbe assigned, or if the Premises or any interest thereinpart thereof be underlet or occupied by anybody other than Tenant, whether or not in violation of this Article 14, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in way be construed to relieve Tenant from obtaining the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each and every instance, which consent, however, writing of Landlord to any further assignment or underletting except to the extent such consent is not required under the express terms of this Article 14. 14.3 In connection with any request for consent to an assignment of this Lease Agreement or the subletting of the Demised Premises in whole or in part, Tenant shall provide Landlord with all information reasonably requested by Landlord, including but not be unreasonably withheldlimited to, provided the following conditions are complied with:financial reports with respect to such proposed assignee or subtenant. (a) Any No assignment or sublease shall be valid, and no assignee or subtenant shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord, which sublease or assignment agreement, as applicable, shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 14. (b) Each sublease shall expressly provide that it is subject and subordinate to this Lease Agreement shall transfer and to the assignee matters to which this Lease is or shall be subordinate, and that, in the event of any termination, re-entry, or dispossess by Landlord under this Lease, Landlord may, at its option, take over all of Tenant's the right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time of any assignment or sublettingTenant as sublandlord under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the time when then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant requests Landlord's written consent theretounder such sublease, this Lease Agreement must (ii) be subject to any offset, not expressly provided in full force and effectsuch sublease, without that theretofore accrued to such subtenant against Tenant or (iii) be bound by any breach previous modification of such sublease not approved in writing by Landlord or default thereunder on the part by any prepayment of Tenantmore than one month’s minimum rent or any additional rent then due. (c) Any such assignment or transfer shall be made only if, and shall not be effective until, the assignee shall assumeexecute, by written, recordable instrumentacknowledge and deliver to Landlord an agreement, in form and content substance reasonably satisfactory to Landlord, whereby the due performance of assignee shall assume all of Tenant's the obligations under of this Lease Agreementon the part of Tenant to be performed or observed. 14.5 Notwithstanding any provision to the contrary contained herein, including Tenant may, without obtaining Landlord’s consent (but subject to compliance with the requirements of this Section 14.5), (i) assign or transfer this Lease to a corporation or other entity into which Tenant shall be merged or consolidated (a “successor entity”) or an entity which acquires all or substantially all of the assets, stock, or other equity interest of Tenant (an “acquiring entity”) or (ii) sublet the entire Premises to an entity which controls, is controlled by, or is under common control with Tenant (a “related entity”), provided that in all such cases: (a) Tenant shall not be in default hereunder beyond the expiration of any accrued obligations applicable notice and/or cure period at the time of such assignment, transfer or sublease; (b) the effective principal purpose of such transfer or acquisition is not the acquisition of Tenant’s interest in this Lease and is not made to circumvent the provisions of this Article 14; (c) in the case of an assignment to a successor entity or acquiring entity, reasonably satisfactory proof has been delivered to Landlord demonstrating that such successor entity or acquiring entity has a net worth immediately following such merger or acquisition computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant herein named on the date of this Lease; (d) in the case of a subletting to a related entity, the rights granted to Tenant and such related entity pursuant to this Section 14.5 shall be for only so long as such person or entity shall remain a related entity and at such time as such person or entity shall no longer be a related entity the rights accorded to Tenant by this Section 14.5 shall not apply and Tenant shall promptly comply with all of the terms and conditions of this Article 14, and (e) in the event of an assignment, and such assumption agreement there shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory have been delivered to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord at least ten (10) days prior to after the effective date of such assignment, an instrument in form and substance reasonably satisfactory to Landlord, duly executed by the assignee, in any event within ten which such assignee assumes (10) days after execution thereof. (d) In the case as of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such sublettingassignment) observance of and performance of, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue agrees to be and remain liable under the Lease Agreementbound by, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement on Tenant’s part to be performed. 14.6 Notwithstanding any provision to the contrary contained herein, Tenant may, without obtaining Landlord’s consent (but subject to compliance with the requirements of this Section 14.6) enter into desk sharing arrangements (each, a “Desk Sharing Arrangement”), provided that in all such cases: (a) Tenant shall not be in default hereunder beyond the expiration of any applicable notice and/or cure period at the time of such Desk Sharing Arrangement; (b) such arrangement shall be subject and subordinate to the terms of this Lease; (c) such arrangement will terminate automatically upon a default by Tenant occurring and continuing beyond any applicable notice and cure period under this Lease; (d) the party under the Desk Sharing Arrangement shall use the Premises in conformity with all applicable provisions of this Lease; (e) in no event shall the use of any portion of the Premises by any entity under any Desk Sharing Arrangement create or be deemed to create any right, title or interest in or to the Premises for such entity; (f) the portion(s) of the Premises occupied by such party(ies) and the portion of the Premises occupied by Tenant shall not be, and shall not be required by law to be, separated by demising walls so as to create separate entrances from the elevator landing or public corridors; (g) the aggregate space covered by all Desk Sharing Arrangements shall not be more than fifteen percent (15%) of the rentable square footage of the Premises, in the aggregate; and (h) no such arrangement shall be deemed to release Tenant from any of its obligations and liabilities hereunder. 14.7 In no event shall any assignment or subletting (including any assignment not requiring Landlord’s consent hereunder) release or relieve Tenant from its obligations fully to perform all of the rights of Landlord hereunder; terms, covenants and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination conditions of this Lease Agreement. Furtheron Tenant’s part to be performed. 14.8 Tenant shall reimburse Landlord (whether or not the proposed transaction is consummated), no subtenant within ten (10) days after demand, for all reasonable costs incurred by Landlord in connection with any assignment (whether or occupant not Landlord’s consent is required therefor) or sublease, including the costs of making investigations as to the acceptability of the Demised Premises shall have any greater rights proposed assignee or subtenant (or whether such proposed assignee or subtenant satisfies the conditions set forth in respect to Landlord than such party would have if such party had assumed all obligations of this Article 14) and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment ’s fees and disbursements incurred in connection with the granting or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use reviewing of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord matters reasonably related to any sublease of the Demised Premisessuch assignment, subletting or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement containedother transfer.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant shall not sublet the Demised Premisesassign, or any portion thereofsublet, nor assignunderlet, mortgage, pledge, transfer or otherwise encumber or dispose of this Lease Agreement, or any interest therein, the Premises in whole or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in part (collectively referred to as “Transfer”) without first obtaining on each occasion the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each and every instancewriting of Landlord, which consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises consent shall not be unreasonably withheld, provided conditioned or delayed by the following conditions are complied with: (a) Any Landlord. In considering whether or not to consent or withhold consent, it shall be reasonable for Landlord to consider, without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be a waiver of the obligations to obtain Landlord’s approval in the case of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or assignment of this Lease Agreement (except as described in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof shall transfer not be transferred to the assignee all of Tenant's rightor sublessee, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must shall be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations terminated at the time of the effective date original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the assignmentTenant’s interest in the Lease by operation of law, and such assumption agreement shall state that or the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy merger or consolidation of the assignment and assumption agreementTenant with or into any other firm or corporation, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of such merger or consolidation the termination of this Lease Agreement. Further, no subtenant or occupant voting securities of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant outstanding immediately prior thereto represent (either by remaining outstanding or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease being converted into voting securities of the Demised Premises, surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or any portion thereof, consolidation; or to any assignment (b) the transfer or sale of this Lease Agreement or of Tenant's a controlling interest or estate in the Demised Premises, no sublessee shall assign Tenant whether by sale of its sublease nor further sublease the Demised Premises, capital stock or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement containedotherwise.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant shall not sublet the Demised Premisessell, or any portion thereof, nor assign, mortgage, pledge, transfer or otherwise encumber or dispose of this Lease Agreement, or any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber this Lease or dispose of its any estate or interest hereunder, or estate in sublet the Demised Premises, Premises or any portion thereofpart hereof without the previous written consent of Landlord which consent will not be reasonably withheld. In the event that Landlord consents to a sublet or assignment, without obtaining one-half (1/2) of the amount by which the Basic Rent payable under the approved agreement of sublet or assignment exceeds the Basic Rent payable hereunder shall be paid to Landlord's prior written express , by either Tenant, the subtenant or the assignee, as determined by Landlord, as Additional Rent hereunder. No consent in each and every instance, which consent, however, to an or any assignment of this Lease Agreement or subletting of any or all of the Demised Premises shall not be unreasonably withheld, provided deemed to be construed as a consent by Landlord for any further or additional assignment or subletting. In the following conditions are complied with: (a) Any event of any assignment of this Lease Agreement shall transfer to the assignee all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, written recordable instrument, in form and content instrument reasonably satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at Lease. No assignment shall be valid or effective in the time absence of such assumption. A true copy of such assignment and the effective date of the assignment, and such original assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent delivered to Landlord ten (10) days prior to in advance of the effective date of such assignment and assumption. Tenant hereby waives any claim for money damages which it may have based upon any assertion that Landlord has unreasonably withheld or delayed consent to any subletting or assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee . Tenant's sole remedy shall be mailed to Landlord ten (10) days prior an action for specific performance. Notwithstanding anything contained herein to the effective date contrary, Tenant may assign or sublet all or any portion of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions leased premises without the consent of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice Landlord to any assignor parent, subsidiary or affiliate of Tenant's interest Tenant or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to other entity which purchases all or substantially all of the terms, covenants and conditions of this Lease Agreement and to all assets of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agreeTenant. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement contained.

ASSIGNMENT, SUBLETTING, ETC. 14.1 15.1 Tenant shall not sublet the Demised Premises, or any portion thereof, nor assign, mortgage, pledge, transfer or otherwise encumber or dispose of this Lease Agreement, or any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each and every instance, which consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises shall not be unreasonably withheldwithheld or delayed, provided the following conditions are complied with: (a) Any assignment of this Lease Agreement shall transfer to the assignee all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises;. (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, written recordable instrument, instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereofthere of. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants convenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain reamin liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantortime. (f) Each sublease permitted under this Paragraph 14.1 15.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublesseesublesee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunderthereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all the obligations of and limitation of rights of Tenant hereunder at the time such party became becamse a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's attorneys' fees, occasioned by such assignment or subletting. (h) If any modification to the Lease Agreement is proposed to be made after such assignment or sublease, then, at Landlord's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease Agreement as so modified. (i) The use to which the assignee or sublessee may put the Demised Premises shall not involve the use of so-called "hazardous materials," except as provided in Paragraph 23.2 of this lease Agreement, or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Demised Premises. 14.2 15.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest of 15.3 Notwithstanding anything contained in this Lease Agreement to the contrary, should Tenant desire to assign this Lease Agreement, or its interest or estate in the Demised Premises, or any portion thereof, nor sublease sublet the Demised Premises, or any portion thereof, it shall give written notice of its intention to do so to Landlord sixty (60) days or more before the effective date of such proposed assignment or subletting and Landlord may, at any time within thirty (30) days after the receipt of such notice from Tenant, cancel this Lease Agreement by giving Tenant written notice of its intention to do so, in which event such cancellation shall become effective upon the date specified by Landlord, but not less than thirty (30) days nor more than ninety (90) days after its receipt by Tenant, with the same force and effect as if said cancellation date were the date originally set forth as the expiration date of the Term of this Lease Agreement. Landlord may enter into a direct lease with the proposed sublessee or assignee or with any other persons as Landlord may desire without obligation or liability to Tenant, its assignees, sublessees or their respective successors, assigns, agents or brokers. 15.4 Tenant's failure to comply with all of the foregoing provisions and conditions of Article XV shall (whether or not Landlord's consent is required under this Article), at Landlord's option, render any purported assignment or subletting null and void and of no force and effect. 15.5 Landlord acknowledges that, in connection with Tenant's operations at the Demised Premises, Tenant shall require in-house tool and die services/operations, and that in connection with such required services/operations Tenant desires to sublease a portion of the Demised Premises to a tool and die specialist, exclusively for the purpose of serving Tenant's tool and die needs for Tenant's operations at the Demised Premises. Tenant hereby acknowledges and agrees that any such subletting that Tenant shall require for such purpose, shall require Landlord's prior written consent, and Tenant shall be required by Landlord to comply with each of the above terms and conditions pertaining to subleases proposed for any part or portion of the Demised Premises. Landlord hereby agrees that it shall not act unreasonably in determining whether to withhold or grant its consent in each and every instance. No for any such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement containedsublease.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant Section 20.1. Lessee shall not sublet (a) assign, pledge, encumber or in any manner transfer this Lease, or any part thereof, or (b) sublease the Demised Leased Premises, or any portion part thereof, nor assignor (c) sell, mortgagetransfer, pledge, transfer lease, license or otherwise encumber the Buildings or dispose the interest of Lessee in any lease of the Buildings or the rentals thereunder, without the prior written consent of Lessor in each instance; and any attempt to do any of such acts without such consent shall be null and void and of no effect and shall at the option of Lessor, terminate this Lease. Section 20.2. If the Lease be assigned, whether or not in violation of the provisions of this Lease AgreementLease, Lessor may and is hereby empowered to collect rent from the assignee. In such event, Lessor may apply the net amount received by it to the rent and other payments herein reserved or provided for, and no such collection shall be deemed a waiver of the covenant herein against assignment or subletting, or any interest thereinacceptance of the assignee or subtenant as a tenant under this Lease, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose a release of its interest or estate in Lessee from the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each and every instance, which consent, however, to an assignment of this Lease Agreement or subletting further performance of the Demised Premises shall not be unreasonably withheld, provided covenants herein contained on the following conditions are complied with:part of Lessee. (a) Any assignment of this Lease Agreement shall transfer to the assignee all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time Section 20.3. The making of any assignment or subletting from and after the date hereof, in whole or in part, whether or not with the consent of Lessor, shall not operate to relieve Lessee herein named from its obligations under this Lease and, notwithstanding any such assignment or subletting, Lessee herein named shall remain liable for the payment of all rent and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force other charges and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, for the due performance of all the covenants, agreements, terms and provisions of Tenant's obligations this Lease to the full end of the term of this Lease, and whether or not there shall have been any prior termination of this Lease by summary proceedings or otherwise. Section 20.4. Each and every assignee, whether or not approved by Lessor and whether as assignee or as successor in interest. of any assignee or Lessee herein named, shall immediately be and become and remain liable for the payment of the rent and other charges payable under this Lease, and for the due performance of all the covenants, agreements, terms and provisions of this Lease Agreement, including any accrued obligations at on Lessee's part to be performed to the time full end of the effective date term of the assignmentthis Lease, and each and every provision of this Lease applicable to Lessee shall also apply to and bind every such assumption agreement shall state that assignee and purchaser with the same is made force and effect as though such assignee or purchaser were Lessee named in this Lease. No transfer to such assignee shall be binding upon Lessor unless such assignee shall deliver to Lessor a recordable instrument which contains a covenant or assumption by such assignee to such effect; but the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery failure or refusal of such assumption agreementassignee to deliver such instrument shall not release or discharge such assignee from its obligations and liability as above set forth. Section 20.5. Any consent by Lessor herein contained or hereafter given to any act of assignment, shall be sent held to Landlord ten (10) days prior apply only to the effective date specific transaction hereby or thereby approved. Such consent shall not be construed as a waiver of such the duty of Lessee, or its successors or assigns, to obtain from Lessor a consent to any other or subsequent assignment, and in any event within ten (10) days after execution thereofor as a modification or limitation of the right of Lessor with respect to the foregoing covenant by Lessee. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee Section 20.6. If Lessee shall be mailed to Landlord ten a corporation or a partnership and if the controlling interest in Lessee is transferred, sold or otherwise disposed of (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, except as a result of death) without the prior written approval of Lessor, Lessor shall have the right at any time thereafter to terminate this Lease by giving written notice of such termination to Lessee specifying a day not less than twenty (20) days and not more than forty (40) days thereafter and, upon the giving of such notice, this Lease and the term and estate hereby granted shall expire and terminate upon the day so specified in the notice as fully and completely and with the same force and effect as if the day so specified were the date hereinbefore fixed for the expiration of the term of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agreeLease. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement contained.

ASSIGNMENT, SUBLETTING, ETC. 14.1 (a) Tenant may, with prior written notice to Landlord, sublet the Demised Premises or assign this Lease only to an affiliated company of Tenant (such as a parent, division or wholly owned subsidiary of Tenant, or an entity controlled, controlling or under common control with Tenant) without Landlord's consent provided, however, Tenant shall continue to be liable and responsible for the full performance of all obligations under this Lease. (b) Tenant shall not sublet the Demised Premises, Premises or any portion part thereof, nor assign, mortgagemortgage or hypothecate, pledge, transfer or otherwise encumber or dispose of this Lease Agreement, or any interest therein, nor grant concessions or in licenses for the occupancy of the Demised Premises or any manner assignpart thereof to an unaffiliated company without Landlord's prior written consent, mortgagewhich consent shall not be unreasonably withheld; provided, pledgehowever, transfer that upon Tenant's seeking such consent to assign the Lease or otherwise encumber sublet the Demised Premises for the remainder of the Term of the Lease or dispose a substantial portion thereof (except that Tenant shall be permitted to enter into one (1) sublease for a term not to exceed 95% of its interest or estate in the remaining Term of this Lease without Landlord's right to recapture as described below), Landlord shall have the right to a return of the Demised Premises (or, if the request is for a partial sublet of the Demised Premises, that portion of the Demised Premises that Tenant is seeking to sublet) and possession thereof. Upon the return of the Demised Premises, all terms and conditions of this Lease shall be null and void, except for those provisions of the Lease which shall survive the Expiration Date, as herein provided. Landlord shall approve or disapprove a proposed assignment or subletting as described in any Tenant's notice within twenty (20) business days after Tenant gives to Landlord such notice accompanied by the information required pursuant to the provisions of Section 10.01(d) or (e) below. (c) Landlord may, in its sole reasonable determination, withhold approval to a transfer, assignment or subletting under paragraph (b) above, under the following conditions: (i) The financial condition of the subtenant or assignee is not sufficient to meet the obligations of the tenant under this Lease; (ii) The proposed use of the Demised Premises by the subtenant or assignee would be prejudicial to the safety, character, reputation and interests of the Building and its tenants or inconsistent with Section 9.01 hereof; (iii) The subtenant's or assignee's occupancy of the Demised Premises will cause excessive demands on the Real Estate; or (iv) The subtenant is already a tenant in the Building, and Landlord has available space for lease within the Building to accommodate the existing tenant. For the purposes of this Lease, a dissolution involving Tenant or any guarantors, or any transfer of this Lease by operation of law (other than by reason of merger or reorganization), shall be deemed to be an assignment of this Lease which triggers the provisions of this Section 10.01 Furthermore, the sale, issuance or transfer of any voting capital stock of Tenant or voting capital stock of any corporate entity which directly or indirectly controls Tenant or the sale, issuance or transfer of any interest in any non-corporate entity which directly or indirectly controls Tenant, which sale, issuance or transfer results in a change in the direct or indirect voting control of Tenant, shall be deemed to be an assignment of this Lease which triggers the provisions of this Section 10.01, except that the foregoing shall not be applicable to stock which is traded on the New York Stock Exchange, the American Stock Exchange, or any other nationally recognized stock exchange. If Tenant is a partnership, trust or unincorporated association, then the sale, issuance or transfer of a controlling interest therein or of an interest therein which would result in a change in the voting control of Tenant, or the sale, issuance or transfer of a majority interest in or a change in the voting control of any partnership, trust or unincorporated association or corporation which directly or indirectly controls Tenant, or the sale, issuance or transfer of any portion thereofof any general partnership or managing interest in Tenant or in any such entity, without obtaining shall be deemed to be an assignment of this Lease which triggers the provisions of this Section 10.01. (d) Any request by Tenant for Landlord's prior written express consent in each and every instance, which consent, however, to an assignment of this Lease Agreement or subletting shall state the proposed assignee's address and be accompanied by a duplicate original of the Demised Premises shall not be unreasonably withheld, provided the following conditions are complied with: instrument of assignment (a) Any assignment of this Lease Agreement shall transfer to wherein the assignee all of assumes, jointly and severally with Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereofhereunder). (e) Such assignment or subletting Any request by Tenant for Landlord's consent to a sublease shall state the proposed subtenant's address and be subject to all accompanied by a duplicate original of the provisionsinstrument of sublease, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each which sublease permitted under this Paragraph 14.1 shall contain provisions to the effect must provide that (i) such sublease is only for actual use subject to this Lease and occupancy that such subtenant shall be bound by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants terms and conditions of this Lease Agreement and to all the extent of the rights of Landlord hereunder; and Demised Premises being sublet, (iiiii) in the event if this Lease Agreement shall terminate before is terminated because of Tenant's default, prior to the expiration date of such sublease, the sublessee thereunder willsuch subtenant shall, at Landlord's option, fully and completely attorn to Landlord for the balance of the term of the sublease, and waive (iii) such subtenant waives provisions of any rights the sublessee present or future law which may have give such subtenant any right of election to terminate the such sublease or to surrender possession thereunderof such subleased space in the event any proceeding is brought by Landlord to terminate this Lease. (f) In the event of any assignment or sublease to which Landlord has consented or is expressly permitted under this Section 10.01, Tenant will not thereby be released from the payment and performance of any of its obligations in this Lease; rather, Tenant and its assignee or subtenant, as a result of the termination of this Lease Agreementcase may be, will be jointly and severally primarily liable for such payment and performance. FurtherAccordingly, no subtenant Landlord may collect Annual Base Rent and Additional Rent from the assignee or occupant of subtenant, as the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupantcase may be, and in either such event, Landlord may apply any amounts so collected to the Annual Base Rent and Additional Rent hereunder without thereby waiving any provisions hereof or releasing Tenant shall cause each subtenant and occupant to so agreefrom liability for the performance of its obligations hereunder. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee sublease hereunder shall assign its sublease nor not be deemed a consent to any further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such proposed assignment or subleasing sublease, which shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in be governed by this Lease Agreement containedSection 10.01.

ASSIGNMENT, SUBLETTING, ETC. 14.1 (a) Tenant may sublet the Demised Premises or assign this Lease to (i) its parent corporation or any affiliate or subsidiary of Tenant or (ii) a purchaser of Tenant’s business by way of merger, sale of equity, sale of all or substantially all of its assets or otherwise, without Landlord's consent so long as Tenant continues to be primarily liable and responsible for the performance of all obligations under this Lease. (b) Except as set forth in Section 10.01(a) hereof, Tenant shall not sublet the Demised Premises, Premises or any portion part thereof, nor assign, mortgagetransfer, pledgemortgage or hypothecate, transfer or otherwise encumber or dispose of this Lease Agreement, or any interest therein, nor grant concessions or in licenses for the occupancy of the Demised Premises or any manner assignpart thereof to any unaffiliated company without Landlord's prior written consent, mortgageand any unauthorized subletting, pledgeassignment, transfer or otherwise encumber other similar such action shall be deemed null and void and of no effect. For purposes of this Article X, the transfer by sale, assignment, operation of law or dispose other disposition of its interest any part or estate all of the ownership of the Tenant so as to result in a change in the effective voting control of Tenant that had existed on the date of this Lease shall be deemed to be an "assignment" of this Lease. Upon the return of the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each all terms and every instance, which consent, however, to an assignment conditions of this Lease Agreement or subletting shall be null and void, except for those provisions of the Demised Premises Lease which shall not be unreasonably withheldsurvive the Expiration Date, provided the following conditions are complied with: (a) Any assignment of this Lease Agreement shall transfer to the assignee all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenantas herein provided. (c) Any such Without limiting the foregoing, Landlord may, in its sole determination, withhold approval to a transfer, assignment or subletting under Paragraph (b) above, under the following conditions: (i) The financial condition of the subtenant or other user is unsatisfactory. (ii) The proposed use of the Demised Premises by the subtenant or other user would be prejudicial to the safety, character, reputation and interests of the Building and its tenants or contrary to any zoning ordinance or law, rule, regulatory or ordinance promulgated by any governmental authority. (iii) The subtenant's or other user’s occupancy of the Demised Premises will cause excessive demands on the Real Estate. (iv) The subtenant or other user is already a Tenant in the Building. (v) [Intentionally omitted]. (vi) Less than 50% of the rentable area of the Building is rented. (vii) Less than 50% of the rentable area of Xxxxxxx Corporate Park is rented. (d) Tenant shall remain primarily liable for all obligations of this Lease in the event it sublets or assigns all or any portion of the Demised Premises. (e) A subtenant or assignee shall assumenot have the rights to renewal of the Lease of the Demised Premises or the right of first offer provided herein (except in the case of an assignment made pursuant to Section 10.01(a) hereof). (f) In the event Tenant requests Landlord’s consent to assign this Lease or sublease the entire Demised Premises, then Landlord shall have the right, to be exercised by written, recordable instrument, Landlord in form and content satisfactory its sole discretion by giving written notice to Landlord, the due performance of all Tenant within fifteen (15) days after receipt of Tenant's obligations under this Lease Agreement’s notice, including any accrued obligations at to recapture the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution entire Demised Premises within fifteen (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (1015) days prior to after the effective date of such assignment, proposed assignment or sublease (as set forth in Tenant’s notice) and terminate this Lease. The parties agree that this Section 10.01(f) shall not be applicable in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject sublease made pursuant to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (fSection 10.01(a) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agreehereof. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in Section 10.01 hereof, any subtenancy arrangement permitted under this Section 10.01 shall be pursuant to a written agreement in form and substance satisfactory to the Landlord and subject to Landlord’s written approval (the “Sublease”) containing terms not inconsistent with the terms of this Lease Agreement and complying with the following requirements: (i) The Sublease shall be subject and subordinate to the contrary terms of this Lease. Subtenant shall acknowledge that it has reviewed and notwithstanding agreed to all of the terms of this Lease, and shall agree in the Sublease not to do, or fail to do, anything that would cause Tenant to violate any consent by of its obligations under this Lease. (ii) The Sublease shall contain a waiver of subrogation against Landlord and shall require the subtenant’s insurance policies to any acknowledge such waiver of subrogation. (iii) The Sublease shall prohibit a sub-sublease of the Demised Premises, Premises or any portion thereof, or to any the assignment of the Sublease by subtenant, without first obtaining Landlord’s written consent, which consent may be granted or withheld in Landlord’s sole discretion. (iv) The Sublease shall provide that, at Landlord’s option, the Sublease shall not terminate in the event that this Lease Agreement or terminates prior to its scheduled expiration date. The Sublease shall require subtenant to execute an attornment agreement, if Landlord, in its sole discretion, shall elect to have the Sublease continue beyond the date of Tenant's interest or estate termination this Lease. Such attornment agreement shall be in form and content acceptable to Landlord. (v) The Sublease shall provide that unless and until such time as an attornment agreement is executed by subtenant pursuant to clause (iv) above, nothing contained in the Demised Premises, no sublessee Sublease shall assign its sublease nor further sublease create or shall be construed or deemed to create privity of contract of privity of estate between Landlord and subtenant. (vi) The Sublease shall provide that (x) nothing in the Demised Premises, Sublease shall amend or any portion thereof, and no assignee shall further assign its interest in be construed or deemed to amend this Lease Agreement or its interest or estate in and (y) Tenant and subtenant shall not amend the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, Sublease without Landlord's prior ’s written consent in each and every instance. No consent. (vii) The Sublease shall contain such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement containedother terms as Landlord may require.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant (a) Lessee shall not sublet without the Demised Premises, or any portion thereof, nor express prior written consent of Lessor assign, mortgage, pledge, transfer mortgage or otherwise encumber or dispose of transfer this Lease Agreementor sublease, or permit any interest thereinother person to use or occupy, all or in any manner assignpart of the Premises. The consent by Lessor to any assignment, mortgage, pledgeencumbrance, transfer other transfer, sublease or otherwise encumber use or dispose occupancy by others shall not relieve Lessee of its interest the necessity of obtaining the express prior written consent of Lessor to any other or estate in the Demised Premisesfurther assignment, mortgage, encumbrance, transfer, sublease, or any portion thereofuse or occupancy by others. No assignment, mortgage, encumbrance, other transfer, sublease or use of occupancy by others, with or without obtaining Landlordconsent of Lessor, shall release Lessee from Lessee's prior written express consent in each and every instance, which consent, however, to an assignment primary liability for performance of this Lease Agreement or subletting of the Demised Premises shall not be unreasonably withheld, provided the following conditions are complied with: (a) Any assignment of this Lease Agreement shall transfer to the assignee all of TenantLessee's right, title obligations and interest in agreements under this Lease Agreement and all of Tenant's estate or interest in the Demised Premises;Lease. (b) At If this Lease is assigned or otherwise transferred, whether or not in violation of the provisions of this Lease, Lessor may collect rent from the assignee or other transferee. If the Premises or any part thereof be sublet or used or occupied by anyone other than Lessee, whether or not in violation of the provisions of this Lease, Lessor may, after default by Lessee and expiration of Lessee's time to cure such default, collect rent from the subtenant or occupant. In either event, Lessor may apply the net amount collected to the rents herein reserved, but no such collection shall be deemed a waiver of any assignment of the provisions of Paragraph 17(a) hereof, or sublettingthe acceptance by Lessor of the assignee, and at other transferee, subtenant or occupant as Lessee, or a release of Lessee from the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part further performance by Lessee of Tenant. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of TenantLessee's obligations under this Lease Agreement, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereofLease. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement contained.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant Not to assign, transfer, mortgage or pledge this Lease, or to sublease (which term shall not sublet be deemed to include the Demised granting of concessions and licenses and the like) all or any part of the Premises, or any portion thereof, nor assign, mortgage, pledge, transfer suffer or otherwise encumber or dispose of permit this Lease Agreementor the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or to permit the occupancy of the Premises by any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereofone other than Tenant, without in each instance obtaining Landlord's ’s prior written express consent in each and every instanceconsent, which consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises consent shall not be unreasonably withheldwithheld or delayed, if Landlord reasonably determines that the reputation for business, proposed use and rent payment history of the proposed assignee or subleasee are satisfactory to Landlord in light of the obligations being undertaken or assumed; provided the following conditions are complied with: (a) Any assignment of however that Tenant may assign this Lease Agreement shall transfer without Landlord’s consent to the assignee any corporation, or other business organization directly or indirectly controlling or controlled by Tenant, to any successor by merger or consolidation or to any purchaser of all or substantially all of Tenant's right’s assets. This provision shall be applicable to subsequent transactions by the assignee or subtenant, title whether or not Landlord’s consent is herein required, subject to the further successors meeting the same standards and interest being financially acceptable to Landlord. No assignment, transfer, mortgage, sublease or other encumbrance, whether or not approved, and no indulgence granted by Landlord to any assignee or sublessee, shall in this Lease Agreement any way impair the continuing primary liability (which after an assignment shall be joint and all several with the assignee) of Tenant's estate or interest Tenant hereunder, and no approval in a particular instance shall be deemed to be a waiver of the obligation to obtain Landlord’s approval in the Demised Premises; (b) At the time case of any other assignment or subletting. No assignment or sublease, and at the time when Tenant requests whether or not Landlord's written ’s consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreementrequired, shall be sent to Landlord ten (10) days prior to valid unless the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and assignee or sublessee shall enter into a written agreement with Landlord agreeing to be mailed to Landlord ten (10) days prior to bound by the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants terms and conditions of this Lease Agreement(except in the case of a sublease, in which event the sublessee’s financial obligations shall not exceed those imposed under the sublease), the Landlord’s actual and reasonable out-of-pocket costs of preparation of which (up to $1,000) are to be paid by the assignor or sublessor within fifteen (15) days after billing, failing which such assignment or sublease shall be void, and Landlord may take the same actions and have such remedies upon such failures as provided in Section 5.1.11 regarding failure to pay certain expenses. If Landlord consents to a grant of a security interest in the Lease, such consent shall not waive Landlord’s right to require its approval of any party succeeding to the rights of Tenant upon foreclosure of or taking possession of the Premises under such security interest, if such party seeks to remain in occupancy under the Lease. If any proposed transfer of Tenant’s rights shall include payments to Tenant (or its successor, sublessee or assignee) which, in the aggregate and after deduction of Tenant’s actual and reasonable out-Assignor and of pocket costs of such transfer, exceeds the assignee or assignees shall continue to be and remain liable payments due Landlord under the Lease Agreement(including payments made to Landlord by such successor), then Landlord may condition its consent on such provisions as Landlord may require, and upon the Lease being amended to provide that fifty (50%) percent of such excess be paid to Landlord as additional rent, as it and when received by Tenant. Landlord shall have the right to receive 50% of any settlement or lump-sum payment to Tenant in connection with any such termination or modification that exceeds, in the aggregate and after deduction of Tenant’s actual and reasonable out-of pocket costs, the payment due to the Landlord under the Lease for the remaining term of the sublease. The foregoing shall not be deemed to grant Landlord any right to restrict Tenant from terminating or otherwise amending any sublease once entered into. In lieu of such consent, Landlord may be amended from time to time without terminate the Term by notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect , except that (i) Tenant may withdraw such sublease is only for actual use and occupancy request by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn written notice to Landlord and waive any rights sent within three (3) business days after Tenant receives such notice of termination, in which event the sublessee may have to terminate the sublease or to surrender possession thereunder, Term shall continue as a result of the termination of this Lease Agreement. Further, if no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party request had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agreebeen made by Tenant. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement contained.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Section 22.01. Tenant other than pursuant to the provisions of this lease, shall not not, whether voluntarily, involuntarily, by operation of law or otherwise (a) assign or otherwise transfer this lease or the term and estate hereby granted, (b) sublet the Demised PremisesPremises or any part thereof, or allow the same to be used, occupied or utilized by any portion thereofone other than Tenant, nor assign, or (c) mortgage, pledge, transfer encumber or otherwise encumber hypothecate this lease or dispose of this Lease Agreement, the Premises or any interest therein, or part thereof in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereofwhatsoever, without obtaining Landlord's prior written express consent in each and every instance, instance obtaining the prior consent of Landlord which consent, however, consent as to an assignment of this Lease Agreement or subletting of the Demised Premises shall not be unreasonably withheld, provided the following conditions are complied with: (a) Any assignment and (b) above which may be withheld conditioned or delayed. The consent by Landlord to an assignment, subletting or use or occupancy by others shall not in any way be considered to relieve Tenant from obtaining the express consent of Landlord to any other or further assignment, or subletting or use or occupancy by others not expressly permitted by this Article. Section 22.02. If this lease be assigned in violation of the provisions of the lease or, in the event the assignor is released from all liability pursuant to the lease, Landlord may collect rent due to the Landlord from the assignee. If the Premises or any part hereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease Agreement shall transfer to the assignee all lease, Landlord may, after default by Tenant, and expiration of Tenant's righttime to cure such default, title collect rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected to the Fixed Rent and interest in this Lease Agreement Additional Rent herein reserved and all of Tenant's estate the charges herein provided for, but no such assignment, subletting, occupancy or interest in the Demised Premises; (b) At the time collection shall be deemed a waiver of any assignment of the provisions of Section 22.01, or sublettingthe acceptance of the assignee, and at subtenant or occupant as tenant, or a release of Tenant from the time when performance by Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this lease. References in this lease to use or occupancy by other than Tenant shall not be construed as limited to subtenants and those claiming under or through subtenants but as including also licensees and other claiming under or through Tenant, immediately or remotely. Section 22.03. The use of any portion of the Tenant's facilities by a subsidiary of the Tenant or an entity controlled by the Tenant shall not be regarded as a subletting under this lease. Section 22.04. The placement of or any person or entity name whether on the doors of the Premises, on the Building directory, or otherwise, shall not operate to vest any right or interest in this lease or in the Premises or be deemed to be the written consent of Landlord mentioned in this Article 22. Section 22.05. Anything contained in this Lease Agreementto the contrary notwithstanding, if Tenant as a debtor in possession under the Bankruptcy Code or Tenant's trustee under the Bankruptcy Code contemplates an assignment of this lease pursuant to the Bankruptcy Code to any person, firm or corporation which shall have made a bona fide offer to accept such an assignment on terms and conditions which are acceptable to such debtor in possession or trustee, then notice of such proposed assignment shall be given to Landlord at least 15 days prior to the date that an application to a court of competent jurisdiction for approval of and authority to enter into such proposed assignment is contemplated. Such notice shall set forth the name and address of the proposed assignee, all of the terms and conditions of the proposed assignment, including any accrued obligations consideration therefor, and the nature of the adequate assurance to be provided Landlord to assure the future performance under this lease of such proposed assignee. Landlord may thereupon elect, by notice to Tenant given at any time prior to the time later of the date upon which the aforesaid application for approval and authority is contemplated or the effective date of the proposed assignment, and such assumption agreement shall state that to accept, for itself or on behalf of a nominee, an assignment of this lease upon the same is made terms and conditions as are contemplated by the assignee for the express benefit of aforesaid offer (less any brokerage commissions which would be payable in connection with such proposed assignment). If Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreementdoes not so elect to accept such an assignment, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution then (if the assignee be a corporationa) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to upon the effective date of such the proposed assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee proposed assignee shall be mailed deemed to have assumed all of the obligations of Tenant arising hereunder from and after such effective date, without further action on the part of such proposed assignee (but such proposed assignee shall nevertheless at Landlord's request, execute and deliver, at its own cost and expense, to Landlord ten (10) days prior to the effective date of such sublettingan instrument confirming such assumption as Landlord may reasonably require), and (b) any consideration payable or otherwise to be delivered in any event within ten (10) days after execution thereof. (e) Such connection with such proposed assignment or subletting shall be subject paid or delivered to all the provisionsLandlord, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor exclusive property of Landlord and shall not constitute property or Tenant of Tenant's interest or to any guarantorbankruptcy estate. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement contained.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant (a) Tenant, for itself: its heirs, executors, administrators, successors and assigns, expressly covenants that it shall not sublet the Demised Premisesassign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised Premises or any portion thereofpart thereof to be used by others, nor assignwithout the prior written consent of Landlord in each instance which consent will not be unreasonable withheld provided any assignee or subtenant financial and credit condition is acceptable to Landlord. If this Lease be assigned, mortgageor if the demised Premises or any part thereof be underlet or occupied by anyone other than Tenant, pledgeLandlord may, transfer after default be Tenant, collect rent from the assignee, undertenant or otherwise encumber occupant and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or dispose collection shall be deemed a waiver of this Lease Agreementcovenant, or any interest thereinthe acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant, or a release of Tenant from the further performance by Tenant of all covenants on the part of Ten ant herein contained. The consent by Landlord to an assignment or underletting shall not in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in way be construed to relieve Tenant from obtaining the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each writing of Landlord to any further assignment or underletting, nor shall the same release or discharge Tenant from any liability, past, present or future, under this Lease, and every instance, which consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises Tenant shall not be unreasonably withheld, provided the following conditions are complied with: (a) Any assignment of this Lease Agreement shall transfer to the assignee continue fully liable in all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises;respects hereunder. (b) At In the time event Tenant assigns this Lease, as permitted by this Article II, such assignment shall not be deemed effective or binding on Landlord unless there is delivered to Landlord within five (5) days of any the execution of such assignment, a duplicate, executed copy of such assignment or sublettingand a duplicate, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder executed copy of an agreement on the part of Tenant. (c) Any such assignee shall assumethe assignee, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use the assignee agrees to and occupancy by the sublessee; (ii) such sublease is subject and subordinate to shall assume all of the termsobligations on the part of Ten ant to be kept, covenants observed and conditions of performed pursuant to this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease AgreementLease. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent Consent by Landlord to any assignment or sublease shall not, nor shall it be deemed to, relieve or release the assigning Tenant from liability for the full and faithful performance of all the Demised Premisesterms, or any portion thereofcovenants, or provisions and conditions required to any assignment of be performed under this Lease Agreement or by “Tenant” for the remainder of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement contained.the

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant shall not sublet the Demised Premisessell, or any portion thereof, nor --------------------------- assign, mortgage, pledgepledge or, in any manner, transfer or otherwise encumber this Lease or dispose any estate or interest hereunder, or sublet the Premises or any part thereof, without the previous written consent of Landlord.** In any of the events aforesaid, Tenant nevertheless shall remain primarily liable for the payment of the Basic Rent and all additional rents, and for the performance of Tenant's other covenants and obligations hereunder. No consent to any assignment of this Lease Agreement, or subletting of any interest therein, or in all of the premises shall be deemed or be construed as a consent by Landlord to any manner assign, mortgage, pledge, transfer further or otherwise encumber additional assignment or dispose subletting. In the event of its interest or estate in the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each and every instance, which consent, however, to an assignment of this Lease Agreement or subletting of lease, the Demised Premises shall not be unreasonably withheld, provided the following conditions are complied with: (a) Any assignment of this Lease Agreement shall transfer to the assignee all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, written recordable instrument, in form and content instrument reasonably satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at Lease. No assignment shall be valid or effective in the time absence of such assumption. A true copy of such assignment and the effective date of the assignment, and such original assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent delivered to Landlord within ten (10) days prior to of the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and herein contained, Landlord hereby gives its consent for Tenant to sublease the premises to its subsidiaries. ------------------------- ** Said consent not be unreasonably withheld. notwithstanding any consent by anything to the contrary herein contained, Landlord agrees that if it is unable to any sublease give possession of the Demised Premisespremises to the Tenant by May 1, or any portion thereof1990, or Tenant shall have the right to any assignment of cancel this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement containedLease.

ASSIGNMENT, SUBLETTING, ETC. 14.1 A. Tenant, for itself, its heirs, executors, administrators, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the Demised Premises or arty part thereof to be used by others, without the prior written consent of Landlord in each instance. Similarly, the sale or transfer of membership interests in a limited liability company or of partnership interests in a partnership when such sale or transfers change control of the entity shall also be deemed an assignment of this Lease. If this Lease be assigned, or if the Demised Premises or any part thereof be underlet or occupied by anyone other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of all covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting, nor shall the same release or discharge Tenant from any liability, past, present or future, under this Lease, and Tenant shall not sublet continue fully liable in all respects hereunder. B. If Tenant intends to and has entered into a proposed sublease of all or a portion of the Premises or assignment of this Lease, such sublease or assignment shall be subject to the provisions of this Article 11 and Tenant shall send Landlord a written notice ("Tenant's Notice of Intention") advising Landlord of Tenant's intention to finalize the sublease or assignment in accordance with the terms of that instrument and an executed copy of the proposed sublease or assignment. Landlord shall have a period of fifteen (15) days after receipt from Tenant of such Notice to elect to terminate this Lease and the unexpired Term hereof ("recapture") or to advise Tenant that Landlord consents or refuses to consent to such proposed sublease or assignment. In the event Landlord elects to recapture the Demised Premises, or any portion thereof, nor assign, mortgage, pledge, transfer or otherwise encumber or dispose of this Lease Agreement, or any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each Tenant shall vacate and every instance, which consent, however, to an assignment of this Lease Agreement or subletting surrender possession of the Demised Premises by not later than the date set forth in Tenant's Notice of Intention or the date upon which the proposed sublease or assignment (as the case may be) was intended to become effective, which date shall not be unreasonably withheld, provided the following conditions are complied with: prior to one hundred twenty (a120) Any assignment of this Lease Agreement shall transfer to the assignee all nor later than one hundred and eighty (180) days after sending of Tenant's right, title and interest in this Lease Agreement and all Notice of Intention ("termination date"). Upon Tenant's estate or interest in the Demised Premises; (b) At the time of any assignment or subletting, vacating and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender surrendering possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease as of the Demised Premises, or any portion thereof, or to any assignment of aforesaid termination date this Lease Agreement or of Tenant's interest or estate lease will terminate as if said date were the termination date set forth in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in Preamble to this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement containedLease.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant A. Tenant, for itself, its heirs, executors, administrators, successors and assigns, expressly covenants that it shall not sublet the Demised Premisesassign, mortgage or encumber this Lease, nor underlet, or any portion thereof, nor assign, mortgage, pledge, transfer suffer or otherwise encumber or dispose of this Lease Agreement, or any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each and every instance, which consent, however, to an assignment of this Lease Agreement or subletting of permit the Demised Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance which consent shall not be unreasonably withheld, provided the following conditions are complied with: (a) Any conditioned or delayed. The sale or transfer of stock control, if Tenant be a corporation, shall be deemed an assignment of this Lease Agreement shall unless (a) such sale or transfer is made to the assignee all of Tenant's righta publicly owned corporation, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At it involves the time sale or issuance of any assignment securities registered under the Securities Act of 1933, as amended, (c) it is made amongst the existing stockholders of Tenant, or subletting, and at (d) it results from the time when Tenant requests Landlord's written consent thereto, death of a stockholder of Tenant. If this Lease Agreement must be in full force assigned, or if the Demised Premises or any part thereof be underlet or occupied by anyone other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant and effectapply the net amount collected to the rent herein reserved, without any breach but no such assignment, underletting, occupancy or default thereunder collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of all covenants on the part of TenantTenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting, nor shall the same release or discharge Tenant from any liability, past, present or future, under this Lease, and Tenant shall continue fully liable in all respects hereunder. (c) Any such assignee shall assume, by written, recordable instrument, in form B. If Tenant intends to and content satisfactory to Landlord, the due performance has entered into a proposed sublease of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time or a portion of the effective date premises or assignment of the assignmentthis Lease, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the sublease or assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions provisions of this Lease Agreement, Article 11 and Tenant shall send Landlord a written notice ("Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor 's Notice of Intention") advising Landlord of Tenant's interest or intention to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate finalize the sublease or assignment in accordance with the terms of that instrument and an executed copy of the proposed sublease or assignment. Landlord shall have a period of thirty (30) days after receipt from Tenant of such Notice to elect to terminate this Lease (if the Notice contemplates an assignment or sublet of fifty (50%) percent or more of the Premises) and the unexpired term hereof ("recapture") or to advise Tenant that Landlord consents or refuses to consent to such proposed sublease or assignment. In the event Landlord elects to recapture the Demised Premises, Tenant shall vacate and surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights by not later than the date set forth in respect to Landlord than such party would have if such party had assumed all obligations Tenant's Notice of and limitation of rights of Tenant hereunder at Intention for the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to date upon which the assignee proposed sublease or sublessee assignment (as the case may put the Premises be) was intended to become effective, which date shall not involve the use be prior to forty (40) nor later than one hundred twenty (120) days after sending of so-called Tenant's Notice of Intention ("hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary termination date"). Upon Tenant's vacating and notwithstanding any consent by Landlord to any sublease surrendering possession of the Demised Premises, or any portion thereof, or to any assignment Premises as of the aforesaid termination date this Lease Agreement or of Tenant's interest or estate lease will terminate as if said date were the termination date set forth in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in Preamble to this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement containedLease.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant Section 22.01. Tenant, other than pursuant to the provisions of this Lease, shall not not, whether voluntarily, involuntarily, by operation of law or otherwise (a) assign or otherwise transfer this Lease or the Term and estate hereby granted, (b) sublet the Demised PremisesPremises or any part thereof, or allow the same to be used, occupied or utilized by any portion thereofone other than Tenant, nor assign, or (c) mortgage, pledge, transfer encumber or otherwise encumber hypothecate this Lease or dispose the Premises or any part thereof in any manner whatsoever, without in each instance obtaining the prior consent of Landlord which consent as to (a) and (b) above shall not be unreasonably withheld conditioned or delayed, provided that Tenant has strictly complied with the provisions of Section 22.03, 22.04 and 22.06 of this Lease. The consent by Landlord to an assignment, subletting or use or occupancy by others shall not in any way be considered to relieve Tenant from obtaining the express consent of Landlord to any other or further assignment, or subletting or use or occupancy by others not expressly permitted by this Article. If Landlord fails to respond to request for consent within fifteen (15) days after Tenant's written request and no Act of Default exists at such time, consent shall be deemed given. Section 22.02. If this Lease be assigned in violation of the provisions of this Lease Agreementor, in the event the assignor is released from all liability pursuant to this Lease, Landlord may collect rent due to the Landlord from the assignee. If the Premises or any part hereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, after default by Tenant, and expiration of Tenant's time to cure such default, collect rent from the subtenant or occupant. In either event, Landlord shall apply the net amount collected to the Fixed Rent and Additional Rent herein reserved and the charges herein provided for, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of Section 22.01, or any interest thereinthe acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of Tenant's obligations under this Lease. References in this Lease to use or occupancy by other than Tenant shall not be construed as limited to subtenants and those claiming under or through subtenants but as including also licensees and other claiming under or through Tenant, immediately or remotely. Section 22.03. If Tenant shall at any manner assign, mortgage, pledge, transfer time or otherwise encumber or dispose of its interest or estate in times during the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each and every instance, which consent, however, to an assignment Term of this Lease Agreement desire to assign this Lease or subletting to sublet all or any part of the Demised Premises Premises, Tenant shall, prior to the execution of any assignment or sublet, give notice thereof to Landlord, which notice shall be accompanied by (a) a conformed or photostatic copy of the proposed assignment or sublease, the effective or commencement date of which shall be at least fifteen (15) days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, and (c) current financial information, with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Section 22.04. Provided that Tenant is not in default of any of Tenant's obligations under this Lease, beyond expiration of notice and cure periods, Landlord's consent shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that; (a) Tenant shall have complied with the provisions of this Section 22.04; (b) In Landlord's reasonable judgment the proposed assignee or subtenant is engaged in a business and the Premises, or the relevant part thereof, will be used in a manner which (i) is in keeping with the then standards of the Building, and (ii) is limited to the use expressly permitted under Section 3.01; (c) The proposed assignee or subtenant has sufficient income or financial worth considering the responsibility involved and that Tenant shall remain liable under this Lease and Landlord has been furnished with reasonable proof thereof; (d) Neither (i) the proposed assignee nor (ii) any person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or subtenant or any person who controls the proposed assignee or subtenant, is then an occupant of any part of the Building unless Landlord does not have a recapture right under the applicable lease and Landlord has been unable to procure such space or comparable space for a comparable term for sixty (60) days following notice by Tenant to Landlord that it desires so to sublet such space. (e) The proposed assignee or subtenant is not a person with whom Landlord is then actually negotiating to lease space in the Building; (f) The form of the proposed sublease shall comply with the applicable provisions of this Article; (g) There shall be no more than two (2) sub-lessees per floor, with no more than two entrances per floor at any time. All subdivision of Tenant's premises must be in compliance with all applicable laws, codes and regulations. (h) Tenant shall reimburse Landlord on demand for any reasonable out-of-pocket costs that may be actually incurred by Landlord in connection with said assignment or sublease, including, without limitation, the reasonable out-of-pocket costs of making investigations as to the acceptability of the proposed assignee or subtenant not exceeding $1,000.00 in the aggregate and reasonable legal costs incurred in connection with the granting of any requested consent; (i) Any assignment or transfer of this Lease or Tenant's entire interest in the Premises, made with or without Landlord's consent pursuant to Section 22.01, shall not be effective until the assignee shall execute, acknowledge and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, whereby the assignee shall assume the obligations of this Lease on the part of Tenant to be performed or observed from and after the effective date of the assignment and agree that the provisions of Article 22 shall, notwithstanding such assignment or transfer, continue to be binding upon it. The original named Tenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Fixed Rent and/or Additional Rent by Landlord from an assignee, transferee, or any other party, the original named Tenant shall remain fully liable for the payment of the Fixed Rent and Additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed unless such liability is waived in a writing signed by Landlord. (j) With respect to each and every sublease or subletting under the provisions of this Lease, it is further agreed: (i) The subletting shall be for a Term ending on or prior to the expiration of this Lease. (ii) No subletting shall be valid, and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord. (iii) Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, including all existing mortgages and that in the event of Termination, re-entry or dispossess by Landlord of the right, title and interest of Tenant, as sublessor, under such sublease, such subtenant shall attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any offset, not expressly provided in such sublease which theretofore accrued to such subtenant against Tenant, or (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month's rent, unless received by Landlord. Sublessee shall promptly execute, on request of the Landlord and without cost to the Landlord, estoppel letters in a form reasonably satisfactory to the Landlord and Mortgagee. Each subletting pursuant to this Article shall be subject to all of the covenants, agreements, Terms, provisions and conditions are complied withcontained in this Lease. Notwithstanding any such subletting to any other subtenant and/or acceptance of rent or Additional Rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the Fixed Rent and Additional Rent due and to become due hereunder and for the performance of all the covenants, agreements, Terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease, and any such violations shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Tenant or any person claiming through or under Tenant (except as provided in Section 22.08) shall or will be made except upon compliance with and subject to the provisions of this Article. If Landlord shall rightly decline to give its consent to any proposed assignment or sublease in accordance with the Terms of this Lease, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable attorneys' fees) resulting from any claims that may be made against Landlord by the proposed assignee or subtenant or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. Section 22.05. In the event that (a) Landlord consents to a proposed assignment or sublease and (b) Tenant fails to execute and deliver the assignment or sublease substantially identical in all material terms to the assignment or sublease to which Landlord consented within one hundred eighty (180) days after the giving of such consent then Tenant shall again comply with all of the provisions and conditions of Section 22.04 before assigning this Lease or subletting all or part of the Premises. Section 22.06. Except for a sublease or assignment in accordance with Section 22.08, if Landlord shall give its consent to a subletting or assignment, Tenant shall in consideration therefor, pay to Landlord, as Additional Rent from the date the sublet or assignment takes effect: (a) Any assignment in the case of this Lease Agreement shall transfer assignment, an amount equal to fifty (50%) percent all sums and other considerations actually received by Tenant from the assignee all for or by reason of such assignment (excluding, however, sums paid for the sale of Tenant's rightfixtures, title and interest in this Lease Agreement and all of leasehold improvements, equipment, furniture, furnishings or other personal property, so long as same is sold or rented on a basis reasonably related to the value thereof after deducting Tenant's estate reasonable costs of brokerage commissions, legal fees, construction performed or interest funded by Tenant, free rent given and any other cost or expense incurred in regard to the Demised Premises;assignment; and (b) At in the time case of either a sublease or assignment, fifty (50%) percent of any assignment rents, Additional Rent or subletting, other consideration actually received under the sublease by Tenant from the subtenant which is in excess of the Fixed Rent and Additional Rent accruing during the Term of the sublease in respect of the subleased space (at the time when rate per square foot payable by Tenant requests Landlord's written consent theretohereunder) pursuant to the Terms for the Term thereof hereof excluding, this Lease Agreement must be in full force and effecthowever, without any breach sums paid for the sale or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all rental of Tenant's obligations fixtures, leasehold improvements, equipment, furniture, or other personal property so long as same is sold or rented on a basis reasonably related to the value thereof) and Tenant's reasonable costs of brokerage commissions, legal fees, legal, construction performed or funded by Tenant, and free rent given and any other cost or expense incurred in regard to the sublease. The sums payable under this Lease Agreement, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporationSection 22.06(b) authorizing the execution and delivery of such assumption agreement, shall be sent paid to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution received by Tenant; and (c) Sub-sections (a) and (b) above shall not apply to any subleases entered into prior to August 31, 2002 under which the sub-tenant takes possession prior to July 31, 2002. for the then current use of the space for the Term thereof. (d) In Section 22.07. The placement of or any person or entity name whether on the case doors of a sublettingthe Premises, a copy on the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises or be deemed to be the written consent of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and mentioned in any event within ten (10) days after execution thereofthis Article 22. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease AgreementSection 22.08. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything Anything contained in this Lease Agreement to the contrary and notwithstanding Tenant shall have the right to assign this Lease or sublet any consent by Landlord portion of the Premises to any sublease subsidiary Affiliate or Qualified Assignee upon notice to the Landlord and provided that the Premises continue to be used in accordance with Section 3.01 of this Lease. Such assignment or sublet shall not relieve Tenant of its obligations under this Lease. For the purposes of this Section 22.08, the Term "Affiliate" means with respect to any Person, a second Person which is controlled by, controls or is under common control with such first Person and, with respect to Tenant, includes any shareholder of Tenant. For purposes of the Demised Premisesforegoing, "person" means an individual partnership corporation limited liability company business trust joint stock company estate trust unincorporated association, joint venture, governmental (or quasigovernmental) authority or other entity of whatever nature and "control" of any portion thereofperson means the power to direct the management and policies of such person, whether by the ownership of voting securities or to other beneficial interest, by contract or otherwise. Such assignment or sublet shall not relieve Tenant of its obligations under this Lease. "Qualified Assignee" means any Person or entity into or with which Tenant is merged or consolidated or which purchases a controlling interest in Tenant or which purchases all or substantially all of the assets of Tenant (provided the principal purpose of such merger, consolidation or purchase is not as a device for the assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement containedLease).

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant shall not sublet the Demised Premises, or any portion thereof, nor assign, mortgage, pledge, transfer or otherwise encumber or dispose of this Lease Agreement, or any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each and every instance, which consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises shall not be unreasonably withheld, provided the following conditions are complied with: (a) Any assignment of this Lease Agreement shall transfer to the assignee all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant and the proposed assignee or subtenant shall have a net worth equal to or greater than Tenant's. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. In addition, as additional consideration for entering into any such assignment or sublease, Tenant agrees to pay to Landlord the amount of Fifty percent (50%) of any rent received by Tenant in excess of the Basic Rent herein and reasonable assignment/subletting costs. Such obligation shall constitute addition rent hereunder. Tenant agrees that it shall not assign or sublease the Land for less than the current fair market value of the Lease. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement contained. 14.3 For purposes of this Article, operators, vendors, employees, contractors, and others engaged by and with Tenant in connection with Tenant's operation of its Renaissance Faire shall not be deemed to be sublessees or assignees of Tenant. In addition, Tenant may sublease all or any part of its interest in this Lease, or assign this Lease to (i) any corporation which controls, is controlled by, or is under common control with Tenant by means of ownership interest greater than 50%, (ii) a corporation which results from a merger, consolidation or other reorganization in which Tenant is not the surviving organization, so long as the surviving corporation has a net worth equal to or greater than Tenant at the time of transfer, or (iii) a corporation which purchases or otherwise acquires substantially all of the assets of Tenant.

ASSIGNMENT, SUBLETTING, ETC. 14.1 (a) Tenant may sublet the Demised Premises or assign this Lease to its parent corporation or any affiliate or subsidiary of Tenant without Landlord’s consent so long as Tenant continues to be primarily liable and responsible for the performance of all obligations under this Lease. (b) Tenant shall not sublet the Demised Premises, Premises or any portion part thereof, nor assign, mortgagetransfer, pledgemortgage or hypothecate, transfer or otherwise encumber or dispose of this Lease Agreement, or any interest therein, nor grant concessions or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in licenses for the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each and every instance, which consent, however, to an assignment of this Lease Agreement or subletting occupancy of the Demised Premises or any part thereof to any unaffiliated company without Landlord’s prior written consent, which consent shall not be unreasonably withheld, provided and any unauthorized subletting, assignment, transfer or other similar such action shall be deemed null and void and of no effect. The provisions of this Section 10.01 shall not prohibit the following conditions are complied with: (a) Any assignment of this Lease Agreement shall transfer by Tenant to a successor of Tenant by merger or consolidation or the assignee purchaser of all or substantially all of Tenant's right’s assets, title and interest provided that in any of such case (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of the original Tenant on the date of this Lease Agreement and all (ii) the successor assumes in writing Tenant’s obligations under this Lease in a manner reasonably satisfactory to Landlord. Upon the return of Tenant's estate or interest in the Demised Premises; (b) At the time , all terms and conditions of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must shall be in full force null and effectvoid, without any breach or default thereunder on except for those provisions of the part of TenantLease which shall survive the Expiration Date, as herein provided. (c) Any such assignee shall assumeWithout limiting the foregoing, by written, recordable instrumentLandlord may, in form and content satisfactory its sole determination, withhold approval to Landlorda transfer, assignment or subletting under Paragraph (b) above (other than an assignment to a successor by merger, consolidation or purchaser of assets of Tenant as provided in Section 10.01(b) hereof), under the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time following conditions: (i) The financial condition of the effective date subtenant or other user is, in Landlord’s reasonable opinion, not consistent with the financial condition of other tenants and subtenants at Xxxxxxx Corporate Park. (ii) The proposed use of the assignment, and such assumption agreement shall state that the same is made Demised Premises by the assignee for subtenant or other user would be prejudicial to the express benefit of Landlord as a third party beneficiary thereof. A copy safety, character, reputation and interests of the assignment Building and assumption agreementits tenants or contrary to any zoning ordinance or law, both rule, regulatory or ordinance promulgated by any governmental authority. (iii) The subtenant’s or other user’s occupancy of the Demised Premises will cause excessive demands on the Real Estate by using the Demised Premises in form and content satisfactory to Landlorda manner inconsistent with general office use typical in Xxxxxxx Corporate Park. (iv) The subtenant or other user is already a Tenant in the Building, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if provided Landlord has comparable available space in the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereofBuilding. (d) In Tenant shall remain primarily liable for all obligations of this Lease in the case event it sublets or assigns all or any portion of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereofDemised Premises. (e) Such assignment A subtenant or subletting assignee shall be subject not have the rights to all the provisions, terms, covenants and conditions renewal of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreementof the Demised Premises provided herein or the expansion option provided herein, as it may be amended from time unless otherwise agreed to time without notice to any assignor of Tenant's interest or to any guarantorin writing by Landlord. (f) Each sublease Notwithstanding anything contained in Section 10.01 hereof, any subtenancy arrangement permitted under this Paragraph 14.1 Section 10.01 shall contain provisions be pursuant to a written agreement in form and substance satisfactory to the effect that Landlord and subject to Landlord’s written approval (the “Sublease”) containing terms not inconsistent with the terms of this Lease and complying with the following requirements (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is The Sublease shall be subject and subordinate to all of the terms, covenants and conditions terms of this Lease Agreement Lease. Subtenant shall acknowledge that it has reviewed and agreed to all of the rights terms of this Lease, and shall agree in the Sublease not to do, or fail to do, anything that would cause Tenant to violate any of its obligations under this Lease. (ii) The Sublease shall contain a waiver of subrogation against Landlord hereunder; and shall require the subtenant’s insurance policies to acknowledge such waiver of subrogation. (iii) in the event this Lease Agreement The Sublease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the prohibit a sub-sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights or the assignment of the Sublease by subtenant, without first obtaining Landlord’s written consent, which consent may be granted or withheld by Landlord consistent with the standards for subleasing set forth in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agreethis Section 10.01. (giv) Tenant agrees The Sublease shall provide that, at Landlord’s option, the Sublease shall not terminate in the event that this Lease terminates prior to pay on behalf of Landlord any and all costs of its scheduled expiration date. The Sublease shall require subtenant to execute an attornment agreement, if Landlord, including reasonable attorney's feesin its sole discretion, occasioned by such assignment or sublettingshall elect to have the Sublease continue beyond the date of termination this Lease. Such attornment agreement shall be in form and content acceptable to Landlord. (hv) The use Sublease shall provide that unless and until such time as an attornment agreement is executed by subtenant pursuant to which clause (iv) above, nothing contained in the assignee Sublease shall create or sublessee may put shall be construed or deemed to create privity of contract or privity of estate between Landlord and subtenant. (vi) The Sublease shall provide that (x) nothing in the Premises Sublease shall amend or shall be construed or deemed to amend this Lease and (y) Tenant and subtenant shall not involve amend the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such PremisesSublease without Landlord’s written consent. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by (vii) The Sublease shall contain such other terms as Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement containedmay reasonably require.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant shall not sublet expressly agrees that neither this Lease nor any part hereof nor the Demised interest of Tenant in any sublease or the rentals thereunder, shall, by operation of law or otherwise, be assigned, mortgaged, encumbered or otherwise transferred by Tenant or Tenant’s successors in interest and neither the Premises, nor any part thereof, nor any Tenant’s property shall be encumbered in any manner nor sublet or used or occupied for concession or desk space or for mailing privileges, without the prior consent of Landlord in each instance except as otherwise expressly provided in this Article 15. For purposes of this Article 15, (i) the issuance of interests in Tenant, any Guarantor (as hereinafter defined) or any subtenant (whether stock, partnership interests, membership interests in a limited liability company or otherwise) to any person or group of related persons, whether in a single transaction or a series of transactions, in such quantities that after such issuance control of Tenant, Guarantor or any party with the ability to effectively control or direct the business decisions of such party, shall have changed, shall be deemed an assignment of this Lease or such sublease, as the case may be, (ii) a transfer of more than fifty percent (50%) in interest of Tenant, Guarantor or any subtenant by any party or parties in interest whether in a single transaction or a series of transactions shall be deemed an assignment of this Lease, or such sublease, as the case may be, (iii) a take-over agreement with respect to the Premises or any portion thereofthereof shall be deemed an assignment of this Lease, nor assign(iv) any person or legal representative of Tenant, to whom Tenant’s interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article 15, and (v) any amendment or extension of a sublease shall be deemed a sublease. Notwithstanding the foregoing, if Tenant is a corporation whose stock is publicly traded on a nationally recognized stock exchange (including, without limitation, an initial public offering), then clauses (i) and (ii) of the preceding sentence shall not be applicable to the issuance of stock or one or more transfers of stock or other beneficial interest in Tenant (whether or not more than fifty percent (50%) of the stock or other beneficial interest in Tenant is so transferred other than to those deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended). Any assignment (or deemed assignment), sublease (or deemed sublease), license, concession, mortgage, pledge, encumbrance or transfer or otherwise encumber or dispose by Tenant in contravention of this Lease Agreement, or any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each and every instance, which consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises shall not be unreasonably withheld, provided the following conditions are complied with: (a) Any assignment of this Lease Agreement shall transfer to the assignee all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, Article 15 shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereofvoid. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement contained.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant Lessee shall not assign this Lease or any interest therein, and shall not sublet the Demised Premises, demised premises or any portion thereof, nor assign, mortgage, pledge, transfer or otherwise encumber any right or dispose of this Lease Agreementprivilege appurtenant thereto, or suffer any interest therein, other person (the employees of Lessee excepted) to occupy or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in use the Demised Premises, demised premises or any portion thereof, without obtaining Landlord's the prior written express consent of Lessor; and the consent to one assignment, subletting, occupancy, or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupancy or use by any other person. Any such assignment, subletting occupancy of use without Lessor’s prior written consent shall be void and, at Lessor’s option, shall terminate this Lease. Neither this Lease nor any interest therein shall be assignment by operation at law, as to Lessee’s interest, without Lessor’s prior written consent. If Lessee shall have obtained Lessor’s prior written consent to either assignment, or subleasing, then any rental premium or other consideration paid by such assignee, or sublessee, in each excess of the rental provided by this Lease, shall be for the benefit of and every instanceshall be immediately paid to Lessor. In any event, which consentLessor’s consent to any assignment of subleasing, howevershall not relieve Lessee from any obligation under this Lease. In the event that Lessee is a corporation, to the hereinafter named majority stockholder(s) shall not transfer, sell, assign, or hypothecate their stock or voting power in said corporation without prior consent of Lessor. A change in ownership, whether voluntary, by operation of law, or otherwise, of fifty percent or more of the capital stock of Lessee, if Lessee is a corporation, shall at the option of Lessor, be deemed an assignment prohibited hereby. Lessee agrees to reimburse Lessor for Lessor’s reasonable costs incurred in connection with the processing and documentation of any such requested assignment, subletting, transfer, change of ownership, or hypothecation of this Lease Agreement or subletting of Lessee’s interest in and to the Demised Premises shall not be unreasonably withheld, provided the following conditions are complied with: (a) Any assignment of Premises. If Lessee desires at any time to assign this Lease Agreement shall transfer or to sublet the assignee all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time Premises of any assignment or sublettingportion thereof, it shall first notify Lessor of its desire to do so and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be shall submit in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory writing to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that Lessor (i) such sublease is only for actual use and occupancy by the sublesseename of the proposed subtenant or assignee; (ii) such sublease is subject and subordinate to all the nature of the terms, covenants proposed subtenant’s or assignee’s business to be carried on in the Premises: (iii) the terms and conditions of this Lease Agreement and to all provisions of the rights proposed sublease or assignment; (iv) such reasonable financial information as Lessor may request concerning the proposed subtenant within thirty (30) days of Landlord hereunderthe proposed subletting; (v) agreement of assignee to assume, pay or perform the obligations of the Lease; and (iiivi) in the event this Lease Agreement purpose clause shall terminate before be limited to the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, same purpose as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights are set forth in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agreeLessee. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement contained.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant (a) Tenant, for itself, its heirs, --------------------------- executors, administrators, successors and assigns, expressly covenants that it shall not sublet the Demised Premisesassign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any portion thereofpart thereof to be used by others, nor assignwithout the prior written consent of Landlord in each instance. If this Lease be assigned, mortgageor if the demised premises or any part thereof be underlet or occupied by anyone other than Tenant, pledgeLandlord may, transfer after default by Tenant, collect rent from the assignee, undertenant or otherwise encumber occupant and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or dispose collection shall be deemed a waiver of this Lease Agreementcovenant, or any interest thereinthe acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of all covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in wise be construed to relieve Tenant from obtaining the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each writing, of Landlord to any further assignment or underletting, nor shall the same release or discharge Tenant from any liability, past, present or future, under this Lease, and every instance, which consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises Tenant shall not be unreasonably withheld, provided the following conditions are complied with: (a) Any assignment of this Lease Agreement shall transfer to the assignee continue fully liable in all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises;respects hereunder. (b) At If Tenant enters into a proposed sublease of the time premises or assignment of any this Lease, such sublease or assignment shall be subject to the provisions of this subparagraph (b) and Tenant shall send Landlord a written notice ("Tenant's Notice of Intention") advising Landlord of Tenant's intention to finalize the sublease or subletting, assignment in accordance with the terms of that instrument and at an executed copy of the time when proposed sublease or assignment. Landlord shall have a period of thirty (30) days after receipt from Tenant requests Landlord's written consent thereto, of such Notice to elect to terminate this Lease Agreement must and the unexpired term hereof ("recapture") or to advise Tenant that Land- lord consents or refuses to consent to such proposed sublease or assignment. In the event Landlord elects to recapture the demised premises, Tenant shall vacate and surrender possession of the demised premises by not later than the date set forth in Tenant's Notice of Intention for the date upon which the proposed sublease or assignment (as the case may be) was intended to become effective, which date shall not be in full force and effect, without any breach or default thereunder on the part prior to forty (40) nor later than one hundred twenty (120) days after sending of Tenant's Notice of Intention ("termination date"). Upon Tenant's vacating and surrendering possession of the demised premises as of the aforesaid termination date in accordance with the terms of this Lease, the unexpired term hereof shall terminate as if said date were the termination date set forth in the Preamble to this Lease, except as provided in Article 11(b) hereof. (c) Any such assignee Landlord agrees that if it does not elect to recapture the demised premises in accordance with subparagraph (b), Landlord shall assumenot unreasonably withhold its consent to the proposed sublease or assignment, by writtenprovided, recordable instrumenthowever, that Landlord shall not be deemed unreasonable if it refuses to consent to any proposed sublease or an assignment of the Lease to a tenant, subtenant or other occupant of the Building (or to a sub- sidiary or affiliate), or if, in form and content satisfactory to the reasonable judgment of Landlord, the due performance business of all such proposed subtenant or assignee is not compatible with the type of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time occupancy of the effective date Building, or such business will create increased use of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy facilities of the assignment and assumption agreement, both in form and content satisfactory Building. Landlord may arbitrarily refuse to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy consent to any proposed sublease of a properly executed corporate resolution (if portion of the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereofpremises. (d) In It is expressly agreed that Landlord shall have the case of a sublettingright to negotiate directly with any proposed subtenant or assignee, a copy of any sublease fully executed and acknowledged whether the identification thereof shall have been disclosed to Landlord by Tenant or others, and sublessee Landlord shall be mailed have the right to enter into a direct lease with any proposed subtenant, its parent, affiliate or subsidiary, either with respect to the sublet area or any other premises or space in the Building for such term and upon such rentals and other provisions or agreements as Landlord elects, including the same terms and conditions set forth in the proposed sublease or assignment submitted to Landlord ten (10) days prior to the effective date with Tenant's Notice of such subletting, and in any event within ten (10) days after execution thereofIntention. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each thereto and every instance. No without being subject to the provisions of paragraph (b) of this Article II shall have the right to assign this Lease or sublet the premises to, or allow the premises to be otherwise occupied by, any parent, subsidiary, affiliate, group or division of Tenant, or successor by merger, provided, however, that no such assignment or subleasing subletting shall be deemed to relieve it of liability for the full and faithful performance of all the terms and conditions on its part to be performed under this Lease. (f) In the event Tenant assigns this Lease, as permitted by this Article 11, such assignment shall not be deemed effective or binding on Landlord unless there is delivered to Landlord within five (5) days of the execution of such assignment, a duplicate, executed copy of such assign- ment and a duplicate, executed copy of an agreement on the part of the assignee, satisfactory to Landlord, to the effect that the assignee agrees to and shall assume all of the obligations on the part of Tenant to be kept, observed and performed pursuant to this Lease. Consent by Landlord to any assignment or sublease shall not, nor shall it be deemed to, relieve or release the subletting Tenant from liability for the full and faithful performance of all the terms, covenants, provisions and conditions required to be performed under this Lease by "Tenant" for the remainder of the term. No oral or verbal assignment, or sublease or receipt by Landlord of any assignor payment of Tenant's interest) from any rental or other amounts, or acceptance by Landlord of per- formance of Tenant's obligations in this Lease Agreement containedhereunder by any purported assignee or sublessee, shall be deemed a waiver of any obligation of Tenant hereunder.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant A. Tenant, for itself, its heirs, executors, administrators, successors and assigns, expressly covenants that it shall not sublet the Demised Premisesassign, mortgage or encumber this Lease, nor underlet, or any portion thereof, nor assign, mortgage, pledge, transfer suffer or otherwise encumber or dispose of this Lease Agreement, or any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each and every instance, which consent, however, to an assignment of this Lease Agreement or subletting of permit the Demised Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance which consent shall not be unreasonably withheld, provided the following conditions are complied with: (a) Any conditioned or delayed. The sale or transfer of stock control, if Tenant be a corporation, shall be deemed an assignment of this Lease Agreement shall unless (a) such sale or transfer is made to the assignee all of Tenant's righta publicly owned corporation, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At it involves the time sale or issuance of any assignment securities registered under the Securities Act of 1933, as amended, (c) it is made amongst the existing stockholders of Tenant, or subletting, and at (d) it results from the time when Tenant requests Landlord's written consent thereto, death of a stockholder of Tenant. If this Lease Agreement must be in full force assigned, or if the Demised Premises or any part thereof be underlet or occupied by anyone other than Tenant, Landlord may, after default by Tenant beyond any applicable notice and effectcure period, without any breach collect rent from the assignee, undertenant or default thereunder occupant and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of all covenants on the part of TenantTenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting, nor shall the same release or discharge Tenant from any liability, past, present or future, under this Lease, and Tenant shall continue fully liable in all respects hereunder. (c) Any such assignee shall assume, by written, recordable instrument, in form B. If Tenant intends to and content satisfactory to Landlord, the due performance has entered into a proposed sublease of all or a portion of the premises or assignment of this Lease, such sublease or assignment shall be subject to the provisions of this Article 11 and Tenant shall send Landlord a written notice ("Tenant's Notice of Intention") advising Landlord of Tenant's obligations under this Lease Agreement, including any accrued obligations at intention to finalize the time sublease or assignment in accordance with the terms of the effective date of the assignment, that instrument and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A an executed copy of the proposed sublease or assignment (or a term sheet containing all of the material terms and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery conditions of such assumption proposed agreement). In the event of an assignment of the Lease or sublet of the Premises for all or substantially all of the remaining Term, Landlord shall be sent to Landlord have a period of ten (10) days prior to the effective date of such assignment, and in any event within ten business (10) days after execution thereof. receipt from Tenant of such Notice to elect to terminate this Lease (d) In or in the case of a sublettingsublet, as to that portion of the Premises which is proposed to be sub-let) and the unexpired term hereof ("recapture") or, in the event of an assignment of the Lease or sublet of the Premises, to advise Tenant that Landlord consents or refuses to consent to such proposed sublease or assignment. In the event Landlord elects to recapture the Demised Premises (or such portion thereof), Tenant shall have a copy period of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) business days prior to send Landlord a written notice ("Rescission Notice") advising Landlord that Tenant shall rescind its offer to sublease or assign and shall remain liable for the effective date full and faithful performance of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants terms and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue on its part to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted performed under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in Lease. In the event this Lease Agreement Landlord elects to recapture and Tenant fails to give Rescission Notice within the aforesaid time frame, Tenant shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord vacate and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises (or in the case of a sublet, as to that portion of the Premises which is proposed to be sub-let) by not later than the date set forth in Tenant's Notice of Intention for the date upon which the proposed sublease or assignment (as the case may be) was intended to become effective ("termination date"). Upon Tenant's vacating and surrendering possession of the Demised Premises as of the aforesaid termination date this lease will terminate (or in the case of a sublet, that portion of the Premises which is proposed to be sub-let) as if said date were the termination date set forth in the Preamble to this Lease. C. Landlord agrees that if it does not elect to recapture (or has no right to recapture) the Demised Premises or such portion thereof in accordance with subparagraph B, Landlord shall have not unreasonably withhold its consent to the proposed sublease or assignment, provided, however, that Landlord shall not be deemed unreasonable if it refuses to consent to any greater rights in respect proposed sublease or an assignment of the Lease to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a tenant, subtenant or other occupant of the Building (or to a subsidiary or affiliate of such tenant, subtenant or other occupant) if Landlord has comparable space in the Building available for lease, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs or if, in the reasonable judgment of Landlord, including reasonable attorney's feesthe business of such proposed subtenant or assignee is not compatible with the type of occupancy of the Building, occasioned by or such assignment business will create increased use of the common facilities of the Building or sublettingconflict with the provisions of any other lease or agreement affecting the Building in existence as of the date hereof. (h) The use D. It is expressly agreed that Landlord shall have the right to which negotiate directly with any proposed subtenant or assignee, whether the assignee identification thereof shall have been disclosed to Landlord by Tenant or sublessee may put others, and Landlord shall have the Premises shall not involve right to enter into a direct lease with any proposed subtenant, its parent, affiliate or subsidiary, either with respect to the use sublet area or any other premises or space in the Building for such term and upon such rentals and other provisions or agreements as Landlord elects, including the same terms and conditions set forth in the proposed sublease or assignment submitted to Landlord with Tenant's Notice of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such PremisesIntention. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of E. Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent thereto and without being subject to the provisions of Paragraphs B and G of this Article 11, shall have the right to assign this Lease or sublet the premises to, or allow the premises to be otherwise occupied by, (i) any parent, subsidiary, affiliate, group or division of Tenant, (ii) any successor to Tenant by merger, consolidation or operation of law, (iii) any person or entity to whom all or substantially all of Tenant's assets are conveyed, (iv) any person or entity to whom all, or a controlling interest in, the ownership interests in each Tenant are conveyed, or (v) any person or entity purchasing the business of Tenant, provided such transaction referred to in subsections (ii) through (v) is for a valid corporate purpose and every instance. No the transferee has a net worth equal to or greater than Tenant immediately prior to such transaction, provided, however, that no such assignment or subleasing subletting shall be deemed to relieve it of liability for the full and faithful performance of all the terms and conditions on its part to be performed under this Lease. F. In the event Tenant assigns this Lease, as permitted by this Article 11, such assignment shall not be deemed effective or binding on Landlord unless there is delivered to Landlord within five (5) business days of the execution of such assignment, a duplicate, executed copy of such assignment and a duplicate, executed copy of an agreement on the part of the assignee, reasonably satisfactory to Landlord, to the effect that the assignee agrees to and shall assume all of the obligations on the part of Tenant to be kept, observed and performed pursuant to this Lease. Consent by Landlord to any assignment or sublease shall not, nor shall it be deemed to, relieve or release the assigning Tenant from liability for the full and faithful performance of all the terms, covenants, provisions and conditions required to be performed under this Lease by "Tenant" for the remainder of the term. No oral or verbal assignment, or sublease or receipt by Landlord of any assignor payment of Tenant's interest) from any rental or other amounts, or acceptance by Landlord of performance of Tenant's obligations hereunder by any purported assignee or sublessee, shall be deemed a waiver of any obligation of Tenant hereunder. G. If Tenant subleases all or a part of the Demised Premises at a rental per square foot in excess of the Fixed Rent hereunder calculated on a per square foot basis, or if Tenant assigns this Lease Agreement contained.and receives consideration therefor (herein called "Rent Bonus"), then Tenant shall pay to Landlord a sum (herein called "Landlord's Share") equal to fifty (50%) of the "Profit" (hereinafter defined), if any, received by Tenant on account of such assignment or subletting. The term "Profit" with respect to an assignment shall mean the Rent Bonus, less any alteration to the Premises made by Tenant in contemplation of such assignment (and not reimbursed to Tenant in addition to the Rent Bonus), rent concessions, improvement allowances, brokerage

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant shall not sublet the Demised Premisessell, or any portion thereof, nor assign, mortgage, pledge, or, in any manner, transfer or otherwise encumber this Lease or dispose any estate or interest hereunder (hereinafter designated as Assignment), or sublet the Demised Premises or any part thereof without the previous written consent of the Landlord; provided, however, with respect to a corporation into which Tenant shall have been merged or consolidated or which shall have purchased all or substantially all of the assets of Tenant, such previous written consent by Landlord shall not be necessary. In the event of any Assignment of this Lease Agreement, or any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each and every instance, which consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises Premises, Tenant, nevertheless, shall not be unreasonably withheldremain primarily liable for the payment of the Basic Rent and all additional rents, provided and the following conditions are complied with: (a) Any assignment of this Lease Agreement shall transfer to the assignee all performance of Tenant's right, title other covenants and interest in obligations under this Lease Agreement and all including any amendments thereto. In the event of Tenant's estate or interest in an Assignment of this Lease, the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, written recordable instrument, in form and content instrument reasonably satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at Lease. A true copy of such Assignment and the time of the effective date of the assignment, and such original assumption agreement shall state that or the same is made by sublease, as the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreementcase may be, shall be sent delivered to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date thereof. No Assignment shall be valid or effective in the absence of such subletting, and in assumption. No consent to any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions Assignment of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to subletting of any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became be deemed or be construed as a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease further or additional Assignment or subletting. Notwithstanding anything hereinabove contained to the contrary, Landlord's consent shall not be unreasonably withheld provided that (i) Tenant is not in default hereunder (without regard to whether a notice of default has been served pursuant to Section 21.01); (ii) Tenant shall provide Landlord with access to the Demised Premises for inspection and testing thereof; (iii) the use by the proposed assignee or subtenant does not, in Landlord's sole discretion, adversely affect the Demised Premises by virtue of environmentally related factors or lessen the present or future value of the Premises; and (iv) does not increase risk or endanger the Building or the occupants thereof. Notwithstanding anything contained herein to the contrary, Landlord may refuse to permit Tenant to assign this Lease or sublet to a third party any portion of the Demised Premises, or any portion thereof, or Premises if Landlord agrees to any assignment of this Lease Agreement or of Tenant's interest or estate in sublet back the Demised Premises, no sublessee shall assign its sublease nor further sublease Premises from Tenant under the Demised Premises, or any portion thereof, same terms and no assignee shall further assign its interest conditions as set forth in this Lease Agreement or its interest or estate in and for the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor remaining Term of Tenant's interest) from any of Tenant's obligations in this Lease Agreement containedLease.

ASSIGNMENT, SUBLETTING, ETC. 14.1 (a) Tenant may sublet the Demised Premises or assign this Lease to (i) its parent corporation or any affiliate or subsidiary of Tenant or (ii) any successor of Tenant by merger or consolidation or the purchaser of all or substantially all of Tenant's assets, in each case without Landlord's consent so long as Tenant continues to be primarily liable and responsible for the performance of all obligations under this Lease. (b) Except as expressly set forth in Section 10.01(a), Tenant shall not sublet the Demised Premises, Premises or any portion part thereof, nor assign, mortgagetransfer, pledgemortgage or hypothecate, transfer or otherwise encumber or dispose of this Lease Agreement, or any interest therein, nor grant concessions or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose licenses for the occupancy of its interest or estate in the Demised Premises, Premises or any portion thereof, part thereof to any unaffiliated company without obtaining Landlord's prior written express consent in each and every instance, (which consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises consent shall not be unreasonably withheld, provided conditioned or delayed), and any unauthorized subletting, assignment, transfer or other similar such action shall be deemed null and void and of no effect. Upon the following return of the Demised Premises, all terms and conditions are complied with: (a) Any assignment of this Lease Agreement shall transfer be null and void, except for those provisions of the Lease which shall survive the Expiration Date, as herein provided. Any subtenancy arrangement without limiting the foregoing, shall be pursuant to a written agreement in form and substance reasonably satisfactory to the assignee all Landlord containing terms not inconsistent with the terms of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of TenantLease. (c) Any such assignee shall assumeWithout limiting the foregoing, by written, recordable instrumentLandlord may, in form and content satisfactory its sole determination, withhold approval to Landlorda transfer, assignment or subletting under Paragraph (b) above, under the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time following conditions: (i) The financial condition of the effective date subtenant or other user is unsatisfactory. (ii) The proposed use of the assignment, and such assumption agreement shall state that the same is made Demised Premises by the assignee for subtenant or other user would be prejudicial to the express benefit of Landlord as a third party beneficiary thereof. A copy safety, character, or reputation of the assignment Building and assumption agreementits tenants or contrary to any zoning ordinance or law, both in form and content satisfactory to Landlordrule, fully executed and acknowledged regulatory or ordinance promulgated by assignee, together with related documents and agreements and a certified copy any governmental authority. (iii) The subtenant's or other user's occupancy of a properly executed corporate resolution the Demised Premises will cause excessive demands on the Real Estate. (if iv) Less than 90% of the assignee be a corporation) authorizing rentable area of the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereofBuilding is rented. (d) In Tenant shall remain primarily liable for all obligations of this Lease in the case event it sublets or assigns all or any portion of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereofDemised Premises. (e) Such assignment A subtenant or subletting assignee shall be subject not have the rights to all the provisions, terms, covenants and conditions renewal of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantorthe Demised Premises provided herein. (f) Each Any Excess Assignment Consideration (as defined below) or Excess Sublease Rentals (as defined below) in connection with an assignment or sublease permitted under this Paragraph 14.1 Lease shall contain provisions to the effect that be shared equally between Tenant and Landlord. For purposes of this Section 10.01(f), (i) such sublease is only for actual use and occupancy "Excess Assignment Consideration" shall mean all consideration paid or to be paid by the sublessee; assignee of Tenant to Tenant after deducting (iiA) actual out-of-pocket expenses incurred by Tenant in connection with such sublease is subject assignment (including but not limited to third party leasing commissions, concessions, outside attorneys' fees and subordinate to all tenant improvements), (B) the then remaining unamortized portion of the termscost of the Tenant Work, covenants and conditions amortized on a straight-line basis over the term of this Lease Agreement and to all of the rights of Landlord hereunder; lease, and (iiiC) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn any consideration paid to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of for Tenant's interest or estate furniture and equipment in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement contained.the

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant A. Tenant, for itself, its heirs, executors, administrators, successors and assigns, expressly covenants that it shall not sublet the Demised Premisesassign, mortgage or encumber this Lease, nor underlet, or any portion thereof, nor assign, mortgage, pledge, transfer suffer or otherwise encumber or dispose of this Lease Agreement, permit the demised premises or any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereofpart thereof to be used by others, without obtaining Landlord's the prior written express consent of Landlord in each and every instance. The sale or transfer of stock control, which consentif Tenant be a corporation, however, to shall be deemed an assignment of this Lease Agreement or subletting of the Demised Premises shall not be unreasonably withheld, provided the following conditions are complied with: unless (a) Any such sale or transfer is made to a publicly owned corporation, (b) it involves the sale or issuance of securities registered under the Securities Act of 1933, as amended, (c) it is made amongst the existing stockholders of Tenant, or (d) it results from the death of a stockholder of Tenant. Similarly, the sale or transfer of membership interests in a limited liability company or of partnership interests in a partnership when such sale or transfers change control of the entity shall also be deemed an assignment of this Lease. If this Lease Agreement shall transfer be assigned, or if the demised premises or any part thereof be underlet or occupied by anyone other than Tenant. Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant and apply the net amount collected to the assignee rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder covenants on the part of TenantTenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting, nor shall the same release or discharge Tenant from any liability, past, present or future, under this Lease, and Tenant shall continue fully liable in all respects hereunder. (c) Any such assignee shall assume, by written, recordable instrument, in form B. If Tenant intends to and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time has entered into a proposed sublease of the effective date premises or assignment of the assignmentthis Lease, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the sublease or assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions provisions of this Lease Agreement, Article 11 and Tenant shall send Landlord a written notice ("Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor 's Notice of Intention") advising Landlord of Tenant's interest or intention to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate finalize the sublease or assignment in accordance with the terms of that instrument and an executed copy of the proposed sublease or assignment. Landlord shall have a period of thirty (30) days after receipt from Tenant of such Notice to elect to terminate this Lease and the unexpired term hereof ("recapture") or to advise Tenant that Landlord consents or refuses to consent to such proposed sublease or assignment. In the event Landlord elects to recapture the demised premises, Tenant shall vacate and surrender possession thereunder, as a result of the demised premises by not later than the date set forth in Tenant's Notice of Intention for the date upon which the proposed sublease or assignment (as the case may be) was intended to become effective, which date shall not be prior to forty (40) nor later than one hundred twenty (120) days after sending of Tenant's Notice of Intention ("termination date"). Upon Tenant's vacating and surrendering possession of the demised premises as of the aforesaid termination date as if said date were the termination date set forth in the Preamble to this Lease. C. Landlord agrees that if it does not elect to recapture the demised premises in accordance with subparagraph B, Landlord shall not unreasonably withhold its consent to the proposed sublease or assignment, provided, however, that Landlord shall not be deemed unreasonable if it refuses to consent to any proposed sublease or an assignment of the Lease Agreement. Furtherto a tenant, no subtenant or other occupant of the Demised Premises shall have any greater rights Building (or to a subsidiary or affiliate), or if, in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs reasonable judgment of Landlord, including reasonable attorney's feesthe business of such proposed subtenant or assignee is not compatible with the type of occupancy of the Building, occasioned by or such business will create increased use of the facilities of the Building or conflict with the provisions of any other lease or agreement affecting the Building.. Landlord may refuse consent to an assignment or sublettingsublease to any prospective Tenant who has been offered rental space at the Property by Landlord or its representatives. (h) The use D. It is expressly agreed that Landlord shall have the right to which negotiate directly with any proposed subtenant or assignee, whether the assignee identification thereof shall have been disclosed to Landlord by Tenant or sublessee may put others, and Landlord shall have the Premises shall not involve right to enter into a direct lease with any proposed subtenant, its parent, affiliate or subsidiary, either with respect to the use sublet area or any other premises or space in the Building for such term and upon such rentals and other provisions or agreements as Landlord elects, including the same terms and conditions set forth in the proposed sublease or assignment submitted to Landlord with Tenant's Notice of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such PremisesIntention. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of E. Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each thereto and every instance. No without being subject to the provisions of Paragraph B of this Article 11, shall have the right to assign this Lease or sublet the premises to, or allow the premises to be otherwise occupied by, any parent, subsidiary, affiliate, group or division of Tenant, provided, however, that no such assignment or subleasing subletting shall be deemed to relieve it of liability for the full and faithful performance of all the terms and conditions on its part to be performed under this Lease. F. In the event Tenant assigns this Lease, as permitted by this Article 11, such assignment shall not be deemed effective or binding on Landlord unless there is delivered to Landlord within five (5) days of the execution of such assignment, a duplicate, executed copy of such assignment and a duplicate, executed copy of an agreement on the part of the assignee, satisfactory to Landlord, to the effect that the assignee agrees to and shall assume all of the obligations on the part of Tenant to be kept, observed and performed pursuant to this Lease and such assignment is consistent in all manner with Landlord's consent. Consent by Landlord to any assignment or sublease shall not, nor shall it be deemed to, relieve or release the assigning Tenant from liability for the full and faithful performance of all the terms, covenants, provisions and conditions required to be performed under this Lease by "Tenant" for the remainder of the term. No oral or verbal assignment, or sublease or receipt by Landlord of any assignor payment of Tenant's interest) from any rental or other amounts, or acceptance by Landlord of performance of Tenant's obligations hereunder by any purported assignee or sublessee, shall be deemed a waiver of any obligation of Tenant hereunder. G. Tenant agrees to pay to Landlord all fees, costs and expenses, including, but not limited to, reasonable attorney's fees and disbursements, incurred by Landlord in connection with any proposed assignment of this Lease Agreement containedand any proposed sublease of the Demised Premises.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant shall not sublet the Demised Premisessell, or any portion thereof, nor assign, mortgage, pledge, or, in any manner, transfer or otherwise encumber this Lease or dispose any estate or interest hereunder (hereinafter designated as Assignment), or sublet the Demised Premises or any part thereof without the previous written consent of the Landlord; provided, however, with respect to a corporation into which Tenant shall have been merged or consolidated or which shall have purchased all or substantially all of the assets of Tenant, such previous written consent by Landlord shall not be necessary. In the event of any Assignment of this Lease Agreement, or any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereof, without obtaining Landlord's prior written express consent in each and every instance, which consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises Premises, Tenant, nevertheless, shall not be unreasonably withheldremain primarily liable for the payment of the Basic Rent and all additional rents, provided and the following conditions are complied with: (a) Any assignment performance of Tenant’s other covenants and obligations under this Lease including any amendments thereto. In the event of an Assignment of this Lease Agreement shall transfer to Lease, the assignee all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, written recordable instrument, in form and content instrument reasonably satisfactory to Landlord, the due performance of all of Tenant's ’s obligations under this Lease Agreement, including any accrued obligations at Lease. A true copy of such Assignment and the time of the effective date of the assignment, and such original assumption agreement shall state that or the same is made by sublease, as the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreementcase may be, shall be sent delivered to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date thereof. No Assignment shall be valid or effective in the absence of such subletting, and in assumption. No consent to any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions Assignment of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to subletting of any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became be deemed or be construed as a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease further or additional Assignment or subletting. Notwithstanding anything hereinabove contained to the contrary, Landlord’s consent shall not be unreasonably withheld provided that (i) Tenant is not in default hereunder (without regard to whether a notice of default has been served pursuant to Section 21.01); (ii) Tenant shall provide Landlord with access to the Demised Premises for inspection and testing thereof; (iii) the use by the proposed assignee or subtenant does not, in Landlord’s sole discretion, adversely affect the Demised Premises by virtue of environmentally related factors or lessen the present or future value of the Premises; and (iv) does not increase risk or endanger the Building or the occupants thereof. Notwithstanding anything contained herein to the contrary, Landlord may refuse to permit Tenant to assign this Lease or sublet to a third party any portion of the Demised Premises, or any portion thereof, or Premises if Landlord agrees to any assignment of this Lease Agreement or of Tenant's interest or estate in sublet back the Demised Premises, no sublessee shall assign its sublease nor further sublease Premises from Tenant under the Demised Premises, or any portion thereof, same terms and no assignee shall further assign its interest conditions as set forth in this Lease Agreement or its interest or estate in and for the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor remaining Term of Tenant's interest) from any of Tenant's obligations in this Lease Agreement containedLease.

ASSIGNMENT, SUBLETTING, ETC. 14.1 (a) Tenant may, with prior written notice to Landlord, sublet the Demised Premises or assign this Lease only to an affiliated company of Tenant (such as a parent, division or wholly owned subsidiary of Tenant, or an entity controlled, controlling or under common control with Tenant) without Landlord’s consent provided, however, Tenant shall continue to be liable and responsible for the full performance of all obligations under this Lease. (b) Tenant shall not sublet the Demised Premises, Premises or any portion part thereof, nor assign, mortgagemortgage or hypothecate, pledge, transfer or otherwise encumber or dispose of this Lease Agreement, or any interest therein, nor grant concessions or in licenses for the occupancy of the Demised Premises or any manner assignpart thereof to an unaffiliated company without Landlord’s prior written consent, mortgagewhich consent shall not be unreasonably withheld, pledgeconditioned or delayed; provided, transfer however, that upon Tenant’s seeking such consent to assign the Lease or otherwise encumber sublet fifty (50%) percent or dispose more of its interest or estate in the Demised Premises, Landlord shall have the right to a return of the Demised Premises (or, if the request is for a partial sublet of the Demised Premises, that portion of the Demised Premises that Tenant is seeking to sublet) and possession thereof. Upon the return of the Demised Premises, all terms and conditions of this Lease shall be null and void, except for those provisions of the Lease which shall survive the Expiration Date, as herein provided. Landlord shall approve or disapprove a proposed assignment or subletting as described in any portion thereofTenant’s notice within twenty (20) business days after Tenant gives to Landlord such notice accompanied by the information required pursuant to the provisions of Section 10.01(d) or (e) below. (c) Landlord may, without obtaining Landlord's prior written express consent in each its sole reasonable determination, withhold approval to a transfer, assignment or subletting under paragraph (b) above, under the following conditions: (i) The financial condition of the subtenant or assignee is unsatisfactory; (ii) The proposed use of the Demised Premises by the subtenant or assignee would be prejudicial to the safety, character, reputation and every instanceinterests of the Building and its tenants or inconsistent with Section 9.01 hereof; (iii) The subtenant’s or assignee’s occupancy of the Demised Premises will cause excessive demands on the Real Estate; (iv) The subtenant is already a tenant in the Building, which consentand Landlord has available space for lease within the Building to accommodate the existing tenant; (v) The rent that Tenant proposes to market and advertise the space for sublease is more than 10% less than Tenant’s Base Rent; provided, however, during the course of negotiations Tenant may ultimately sublease the space for more than 10% less than Tenant’s Base Rent. For the purposes of this Lease, a merger, reorganization or dissolution involving Tenant or any guarantors, or any transfer of this Lease by operation of law, shall be deemed to be an assignment of this Lease which triggers the provisions of this Section 10.01. Furthermore, the sale, issuance or transfer of any voting capital stock of Tenant or voting capital stock of any corporate entity which directly or indirectly controls Tenant or the sale, issuance or transfer of any interest in any non-corporate entity which directly or indirectly controls Tenant, which sale, issuance or transfer results in a change in the direct or indirect voting control of Tenant, shall be deemed to be an assignment of this Lease which triggers the provisions of this Section 10.01, except that the foregoing shall not be applicable to stock which is traded on the New York Stock Exchange, the American Stock Exchange, or any other nationally recognized stock exchange. If Tenant is a partnership, trust or unincorporated association, then the sale, issuance or transfer of a controlling interest therein or of an interest therein which would result in a change in the voting control of Tenant, or the sale, issuance or transfer of a majority interest in or a change in the voting control of any partnership, trust or unincorporated association or corporation which directly or indirectly controls Tenant, or the sale, issuance or transfer of any portion of any general partnership or managing interest in Tenant or in any such entity, shall be deemed to be an assignment of this Lease which triggers the provisions of this Section 10.01. (d) Any request by Tenant for Landlord’s consent to an assignment of this Lease Agreement or subletting shall state the proposed assignee’s address and be accompanied by a duplicate original of the Demised Premises shall not be unreasonably withheld, provided the following conditions are complied with: instrument of assignment (a) Any assignment of this Lease Agreement shall transfer to wherein the assignee all assumes, jointly and severally with Tenant, the performance of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's ’s obligations under this Lease Agreement, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereofhereunder). (e) Such assignment or subletting Any request by Tenant for Landlord’s consent to a sublease shall state the proposed subtenant’s address and be subject to all accompanied by a duplicate original of the provisionsinstrument of sublease, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each which sublease permitted under this Paragraph 14.1 shall contain provisions to the effect must provide that (i) such sublease is only for actual use subject to this Lease and occupancy that such subtenant shall be bound by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants terms and conditions of this Lease Agreement and to all the extent of the rights Demised Premises being sublet, (ii) if this Lease is terminated because of Tenant’s default, prior to the expiration date of such sublease, such subtenant shall, at Landlord’s option, fully and completely attorn to Landlord hereunder; for the balance of the term of the sublease, and (iii) in the event this Lease Agreement shall terminate before the expiration such subtenant waives provisions of any present or future law which may give such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive subtenant any rights the sublessee may have right of election to terminate the such sublease or to surrender possession thereunderof such subleased space in the event any proceeding is brought by Landlord to terminate this Lease. (f) In the event of any assignment or sublease to which Landlord has consented or is expressly permitted under this Section 10.01, Tenant will not thereby be released from the payment and performance of any of its obligations in this Lease; rather, Tenant and its assignee or subtenant, as a result of the termination of this Lease Agreementcase may be, will be jointly and severally primarily liable for such payment and performance. FurtherAccordingly, no subtenant Landlord may collect Annual Base Rent and Additional Rent from the assignee or occupant of subtenant, as the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupantcase may be, and in either such event, Landlord may apply any amounts so collected to the Annual Base Rent and Additional Rent hereunder without thereby waiving any provisions hereof or releasing Tenant shall cause each subtenant and occupant to so agreefrom liability for the performance of its obligations hereunder. (g) Tenant agrees Landlord’s consent to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or sublettingsublease hereunder shall not be deemed a consent to any further proposed assignment or sublease, which shall be governed by this Section 10.01. (h) The use In the event of a permitted assignment hereunder (other than to which the assignee an affiliated company of Tenant pursuant to Section 10.01 (a) above or sublessee may put the Premises successor company), all rights hereunder respecting further assignments or subletting shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything automatically lapse; moreover, any options contained in this Lease Agreement respecting an additional term(s) if any, or otherwise, shall likewise lapse and be of no further force and effect. (i) In the event of any assignment or sublease request hereunder, Tenant shall pay to landlord as Additional Rent, upon demand, any and all costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection with such assignment or sublease request. (j) Tenant hereby indemnifies, defends and holds Landlord and Landlord’s agents harmless from and against any and all losses, liability, damages, costs and expenses (including reasonable attorneys’ fees) resulting from any claims that may be made against Landlord and/or Landlord’s agents by (i) any assignee or subtenant or proposed assignee or subtenant, or (ii) any brokers or other persons claiming a commission or similar compensation in connection with the assignee or subtenant or the proposed assignment or sublease or termination of this Lease. (k) Tenant shall pay to Landlord, immediately upon receipt thereof, fifty (50%) percent of the excess profits, if any, of all compensation received by Tenant for a sublet or assignment over the total Rent allocable to the contrary and notwithstanding any consent by Landlord to any sublease portion of the Demised PremisesPremises covered thereby, or net of any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement containedreasonable related transaction expenses.

ASSIGNMENT, SUBLETTING, ETC. 14.1 (a) Tenant shall not sublet the Demised PremisesPremises or any part thereof, or assign, mortgage or hypothecate, or otherwise encumber this Lease or any interest therein nor grant concessions or licenses for the occupancy of the Demised Premises or any part thereof, without Landlord's prior written consent, Any attempted transfer, assignment or subletting shall be void and confer no rights upon any third person. No assignment or subletting shall relieve Tenant of any obligations herein. The consent by Landlord to any transfer, assignment or subletting shall not be deemed to be a waiver on the part of Landlord of any prohibition against any future transfer, assignment or subletting. No transfer, or subletting shall be effective unless and until (x) Tenant gives notice thereof to Landlord, and (y) the transferee, assignee or sublessee shall deliver to Landlord (1) a written agreement in the form and substance satisfactory to Landlord pursuant to which the transferee, assignee or sublessee assumes all of the obligations and liabilities of Tenant under this Lease, and (2) a copy of the assignment agreement or sublease. (b) In the event that Tenant shall desire Landlord's consent to the subletting of the Demised Premises or the assignment of this Lease, Tenant shall give Landlord twelve (12) months prior written notice thereof. Such notice shall be deemed to be an offer by Tenant to assign this Lease to Landlord. In the event Landlord wishes to accept said offer, Landlord shall give Tenant notice thereof within said twelve (12) months ("Landlord's Notice"), in which event the assignment shall become effective on the date specified in Landlord's Notice, which date shall be not less than thirty (30) nor more than ninety (90) days after the date of Landlord's Notice, and Tenant shall vacate the Demised Premises in accordance with Section 7.07 hereof by such date and on such date this Lease shall terminate and Landlord and Tenant shall be released from all liability accruing thereafter under this Lease, as if such date were the Expiration Date originally set forth herein. The sending of Landlord's Notice shall, ipso facto, and without the necessity of any further act or instrument, be sufficient to effectuate said assignment. However, if Landlord shall request, Tenant shall execute such documents as Landlord may reasonably request in confirmation thereof. In the event that Landlord does not accept said offer within the twelve (12) months, as aforesaid, Landlord's said right to recapture the Demised Premises by assignment shall be deemed to be waived, but nothing herein contained shall be deemed to be a consent by Landlord to any subletting or assignment unless Landlord delivers to Tenant its written consent thereto. Notwithstanding Landlord's failure to recapture on any one occasion, the right to recapture as aforesaid shall apply to any further subletting or assignment. (c) In the event that Tenant requests Landlord's consent to assign this Lease or sublet the Demised Premises and Landlord does not exercise the right of recapture as set forth in the preceding paragraph, then Landlord shall not unreasonably withhold its consent to a proposed assignment or subletting, submitted to Landlord either within said twelve (12) month period or within three (3) months after Landlord fails to recapture, as aforesaid, provided the following terms and conditions are fully complied with: (i) Tenant shall not be in default under this Lease at the time Landlord's consent is requested or at the effective date of the assignment or subletting. (ii) The proposed assignee or subtenant shall have a net worth at the time of the assignment or subletting at least equal to the sum of the net worth of Tenant and Tenant's Guarantor at such time and the proposed assignee or subtenant shall be of a character in keeping with the standards of the other tenants of the Complex. Tenant shall furnish Landlord with such financial data and other information as Landlord may reasonably request. (iii) The Demised Premises shall be used by the assignee or subtenant solely for warehousing purposes and otherwise in accordance with the requirements of Article IX. (iv) Tenant shall pay to Landlord a sum equal to (1) fifty (50%) percent of any rent or other consideration paid to Tenant by any assignee or subtenant which is in excess of the Rent then being paid by Tenant to Landlord pursuant to the terms of this Lease, and (2) fifty (50%) percent of any other profit or gain realized by Tenant, as additional rent immediately upon receipt thereof by Tenant. Tenant may deduct from any such payments fifty (50%) percent of Tenant's alteration costs and brokerage fees, incurred with respect to any such assignment or sublease. (v) Tenant shall pay the reasonable fee and disbursements of Landlord's attorney in connection with any assignment or subletting (whether proposed or effected). (vi) In the case of an assignment, it shall provide for the assignment of Tenant's entire interest of this Lease and the acceptance by the assignee of said assignment and its assumption and agreement to perform directly for the benefit of Landlord all of the terms and provisions of this Lease on Tenant's part to be performed. (vii) In the case of a subletting, it shall be for the entire Demised Premises and it shall be expressly subject to all of the obligations of Tenant under this Lease and the further condition and restriction that the sublease shall not be assigned, encumbered or otherwise transferred or the subleased premises further sublet by the sublessee in whole or in part, or any portion thereofpart thereof suffered or permitted by the sublessee to be used or occupied by others, nor assign, mortgage, pledge, transfer without the prior written consent of Landlord in each instance. (d) Landlord shall be furnished with a duplicate original of the assignment or otherwise encumber or dispose of this Lease Agreementsublease within (i) ten (10) days after its execution, or any interest therein(ii) prior to its effective date, whichever is earlier. (e) Anything contained in this Article X to the contrary notwithstanding, J. Leven & Co. shall have the right to assign this Lexxx xx xublet the Demised Premises (i) to a corporation which is a parent, affiliate or subsidiary of J. Leven & Co.; or (ii) to a corporation which is a suxxxxxxx to J. Leven & Co. and National Patent Development Corporatxxx xxx their respective subsidiaries and affiliates, by way of merger, consolidation or corporate reorganization, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose by the purchase of its interest or estate in substantially all of the Demised Premisesassets of J. Leven & Co. and National Patent Development Corporaxxxx xxd their respective subsidiaries and affiliates, or any portion thereof(iii) to a corporation which is a successor to J. Leven & Co. by the purchase of substantially all of xxx xxxxts of J. Leven & Co., which assets must be substantially coxxxxxxx of property other than the leasehold estate created by this Lease, without obtaining Landlord's prior written express consent in each and every instance, which consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises shall not be unreasonably withheld, provided the following conditions are complied withthereto; provided: (a) Any assignment Tenant is not then in default under the terms of this Lease Agreement shall transfer to the assignee all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or interest in the Demised Premises; Lease; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. within five (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (105) days prior to the effective date of any such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a assignment or subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting sublease agreement, in proper form, is delivered to Landlord, which assignment shall be subject to all contain an assumption agreement by the provisions, terms, covenants assignee in favor of Landlord of the terms and conditions provisions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement contained.Lease;

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant shall not sublet the Demised PremisesExcept in connection with a Permitted Transfer (as hereinafter defined), or any portion thereof, nor assign, mortgage, pledge, transfer or otherwise encumber or dispose of this Lease Agreement, or any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereofnot, without on each occasion first obtaining Landlord's prior the written express consent in each and every instance, approval of Landlord (which consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises shall not be unreasonably withheld, provided the following conditions are complied with: (a) Any assignment of delayed or conditioned), to assign, transfer, mortgage or pledge this Lease Agreement or sublease (which term shall transfer be deemed to include the assignee granting of concessions and licenses and the like) all or any part of Tenant's right, title and interest in the Premises or suffer or permit this Lease Agreement or the leasehold estate hereby created or any rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the occupancy of the Premises by anyone other than Tenant. Any attempted assignment, transfer, mortgage, pledge, sublease or other encumbrance, without such written consent shall be void, which written consent Landlord shall not unreasonably delay. If approved by Landlord, written evidence of approval of such assignment, transfer, mortgage or pledge shall be delivered to Tenant within Ten (10) days of a request. No assignment, transfer, mortgage, sublease or other encumbrance, whether or not approved, and all no indulgence granted by Landlord to any assignee or sublessee, shall in any way impair the continuing primary liability (which after an assignment shall be joint and several with the assignee) of TenantTenant hereunder, and no approval in a particular instance shall be deemed to be a waiver of the obligation to obtain Landlord's estate or interest approval in the Demised Premises; (b) At the time case of any other assignment or subletting. Notwithstanding the foregoing, and at Landlord hereby grants the time when Tenant requests Landlord's written consent thereto, this the right to assign the Lease Agreement must be in full force and effect, without or sublease any breach portion or default thereunder on the part of Tenant. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's the Premises without the consent of Landlord to: (i) a subsidiary or affiliated company or to any corporate successor (upon merger, consolidation or reorganization); (ii) any entity that controls, is controlled by, or is under common control with Tenant (the “Permitted Transfers”). Notwithstanding anything to the contrary herein contained, Tenant hereby agrees that Tenant shall remain primarily liable for all obligations under this Lease Agreement, including notwithstanding any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee whether or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantornot Landlord’s consent is required. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease Agreement. Further, no subtenant or occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement contained.