Common use of Assignments and Subletting Clause in Contracts

Assignments and Subletting. The Tenant shall not assign, mortgage or otherwise encumber or transfer this Lease or sublet the Leased Premises or any part thereof without having obtained the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease of the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent assignment or subletting. Without limitation, the Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of law.

Assignments and Subletting. The Tenant shall not assign, mortgage transfer, mortgage, pledge, hypothecate or otherwise encumber or transfer this Lease or any interest therein, and shall not sublet the Leased Premises or any part thereof thereof, without having obtained the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease of the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of the Landlord. (a) The name and legal composition of the proposed subtenant; (b) The nature of the proposed subtenant’s business to be carried on in the Premises; (c) The terms and provisions of the proposed sublease; and (d) Such reasonable financial information as Landlord may request concerning proposed subtenant. No consent by Landlord to a subsequent any assignment or subletting by Tenant shall relieve Tenant or any obligation to be performed by the Tenant under this Lease, whether occurring before or after such consent, assignment or subletting. Without limitation, The consent by Landlord to any assignment or subletting shall not relieve Tenant from the Tenant obligation to obtain Landlord’s express written consent to any other assignment or subletting. The acceptance of rent by Landlord from any other person shall for the purpose not be deemed to be a waiver by Landlord of any provision of this Lease or to be considered consent to assign any subsequent assignment, subletting or sublet other transfer, if Landlord exercises its right to deny consent under this Lease within thirty (30) days after receiving the rent installment. In the event the Landlord and Tenant mutually agree to a sublease or assignment under this section, Tenant and Landlord shall meet to determine what reasonable attorney fees will be incurred in any case where it permits connection with giving such consent; and the Leased Premises or any portion thereof to be, or Tenant and Landlord will determine how the Leased Premises or any portion thereof are, occupied by persons other than fees will be allocated among the Tenant, its employees and others engaged in carrying on the business parties of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of lawsublease.

Assignments and Subletting. The A. Tenant shall not assignnot, mortgage without the prior written consent of Landlord, which consent may be withheld or otherwise encumber delayed in its absolute discretion, assign or transfer hypothecate this Lease or any interest herein or sublet the Leased Premises or any part thereof thereof. Any of the foregoing without having obtained such consent shall be void and shall, at the option of Landlord's prior written consent, terminate this Lease. The transfer, sale or assignment of a controlling interest in Tenant shall constitute an assignment of this Lease pursuant to this Article 11. B. Regardless of Landlord’s consent, no assignment shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment shall not be deemed consent to any subsequent assignment. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may withhold its proceed directly against Tenant without necessity of exhausting remedies against such assignee or successor. Landlord may consent arbitrarily to a proposed subsequent assignment of this Lease or sublease amendments or modifications to this Lease with assignees of the Leased Premises Tenant, without notifying Tenant, or any part thereof if it elects to exercise its right successor of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunderTenant, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant without obtaining its or their consent thereto and such action shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with relieve Tenant of liability under this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent assignment or subletting. Without limitation, the Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of law.

Assignments and Subletting. The Tenant shall not assign, mortgage or otherwise encumber or transfer this Lease or sublet the Leased Premises or any part thereof without having obtained the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease of the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The (a) Tenant shall not assign this Lease or any interest hereunder, and shall not sublet the Leased Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any person other than the agents and employees of Tenant to occupy the Premises, or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant will reimburse Landlord for any reasonable, out-of-pocket legal fees or for any other expense incurred as a consequence of Tenant’s request for approval of such assignment or subletting. The consent of Landlord to one assignment, subletting or occupation by any other person, shall not be deemed to be a consent by Landlord to any subsequent assignment, subletting or occupation by another person. Any such assignment or subletting without such consent shall be void and shall, at the option of Landlord, be deemed to be an event of default under the provisions of Paragraph 25 hereof. Neither this Lease nor any interest herein shall be assignable, as to the interest of Tenant, by operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. The foregoing notwithstanding, Tenant shall be allowed to assign, sublease or transfer this Lease without Landlord’s approval to a wholly owned subsidiary, affiliate, or related company. (b) If at any time during the Term of this Lease, Tenant desires to sublease or assign all or any part of the Premises, Tenant shall give notice to Landlord setting forth the terms of the proposed sublease or assignment and the space so proposed to be subleased or assigned. Within fifteen (15) days following Landlord’s receipt of Tenant’s notice of its intent to sublease, Landlord shall provide to Tenant its written approval or disapproval. A failure of Landlord to respond to Tenant in writing within such fifteen (15) day period shall be deemed Landlord’s consent of the proposed sublet or assignment defined in Tenant’s notice. (c) No sublease or assignment shall be valid and no sublease or assignee shall take possession of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord. (d) Regardless of Landlord’s consent, no subletting or assignment shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the rental and to perform all other obligations to be performed by Tenant hereunder (e) The provisions of this Paragraph notwithstanding, Tenant may assign or otherwise transfer its interest in and to this Lease and/or sublet the Premises or any part thereof unless: a) it shall have received to any Affiliate of Tenant without the necessity of obtaining the consent of Landlord. In the event that Tenant sublets the Premises or procured a bona fide written offer any part thereof to take an assignment or sublease which is not inconsistent Affiliate of Tenant in accordance with this LeaseParagraph 19(e), and the acceptance of Tenant shall remain primarily liable with respect to its obligations under this Agreement and, as to sublettings to Affiliates. Tenant shall provide Landlord with notice identifying any successor Affiliate under this provision (which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by include a true certified copy of the offerorganizational documents of such entity and evidence of qualification to do business in California, all information available if such entity is not a California entity and qualification to the Tenant and requested by the Landlord as to the responsibilitydo business in California is legally required for such entity), financial standing and business together with a copy of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a)assumption documentation required under this Paragraph, within 10 thirty (30) days after any transfer under this subparagraph (e). As used herein, “Affiliate” means (A) any corporation, partnership or limited liability company which directly or indirectly controls or is controlled by or is under common control with Tenant (for this purpose, “control” shall mean the receipt possession, directly or indirectly, of both the power to direct or cause the direction of the management and policies of the entity, whether through the ownership of voting securities or partnership shares or by contract or otherwise, when combined with the Landlord ownership, directly or indirectly, of such request for consent and not less than fifty percent (50%) of all information which classes of the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenantthen outstanding stock, if the request entity is to assign this Lease a corporation, or sublet of fifty percent (50%) of all classes of the Leased Premisesprofit interests, to cancel and terminate this Lease as of if the entity is a termination date to be stipulated in the notice of termination partnership or a limited liability company); or (B) a corporation into which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises with which Tenant, its corporate successors or assigns, is merged or consolidated in accordance with such notice the applicable statutory provisions for merger or consolidation of termination and rent and additional rent shall be apportioned and paid to corporations, but only if, by operation of law or by effective provisions contained in the date instruments of surrender. If such consent shall be givenmerger or consolidation, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the liabilities and obligations of the corporations participating in such merger or consolidation are assumed by the corporation surviving the merger or created by such consolidation; (C) any partnership or limited liability company into which Tenant hereunder. The is merged in accordance with the applicable statutory provisions for the merger of partnerships or limited liability companies; or (D) any corporation, partnership or limited liability company acquiring the leasehold interest of Tenant agrees that any consent to an assignment or subletting of under this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver and substantially all of the necessity other property and assets of Tenant. In addition, Tenant may, without consent of but with notice to Landlord, sublease no more than twenty five percent (25%) of the leaseable area of the Premises to any entity with whom Tenant is undertaking or will undertake a joint venture or similar joint research and development, marketing, distribution, sales or development project at the Premises, so long as any improvements made for the Tenant to obtain the prior written consent benefit of the Landlord to a subsequent assignment or subletting. Without subtenant, including, without limitation, any such improvements that may be required to separately demise the Tenant shall for the purpose of this Lease subleased premises, will be considered subject to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of lawLandlord’s approval under Paragraph 13 hereof.

Assignments and Subletting. The Tenant shall not assign, mortgage or otherwise encumber or transfer this Lease or sublet the Leased Premises or any part thereof without having obtained the Landlord's prior written consent, [which consent shall not be unreasonably withheld or delayed. - added text] [The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease of the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the - deleted text] The Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. [No partial - deleted text] Partial assignment shall be permittedpermitted [provided the re-demising of the Leased Premises to permit the partial assignment is acceptable to the Landlord acting reasonably. In particular, the Landlord must be satisfied that the suites originated as a consequence of the re-demising, in order to make the assignment possible, can have an effective and reasonable layout and access. - added text] The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. [Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. - deleted text] If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent assignment or subletting. Without limitation, the Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of law.. [If as a result of any sublease the Tenant receives any rent or other consideration from the sublessee in excess of the Basic Rent and Additional Rent, the Tenant shall pay any such excess to the Landlord forthwith on demand as Additional Rent, provided that the calculation of the excess shall be net of the sum of: i) the Tenant's out of pocket costs (such costs including, but not limited to, commissions, attorney's fees, advertising, tenant improvement allowances, rent inducements and free rent) to sublet the Leased Premises; and ii) the unamortized value of the leasehold improvements and fixtures installed by the Tenant in the Leased Premises. - added text]

Assignments and Subletting. The 13.1 Except in connection with a Permitted Transfer (defined below), Tenant shall not assign, mortgage voluntarily assign or otherwise encumber or transfer this Lease or any interest in this Lease, or permit the use of the Premises by any person or persons other than Tenant and its agents, employees, visitors, and contractors, or sublet the Leased Premises Premises, or any part thereof part, without having obtained the Landlord's ’s prior written consent. The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease , which shall not be unreasonably withheld, conditioned or sublease of the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exerciseddelayed, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory subject to the Landlordprovisions of Section 13.2 below. No partial assignment shall be permitted. The Notwithstanding anything to the contrary contained in this Lease, Tenant shall not may assign this Lease or sublet the Leased Premises Premises, or any part thereof unlessportion thereof, without Landlord’s consent, to any entity which controls, is controlled by, or is under common control with Tenant; to any entity which results from a merger of, reincorporation of, reorganization of, or consolidation with Tenant; or to any entity which acquires substantially all of the memberships, interests, stock or assets of Tenant, as a going concern, with respect to the business that is being conducted in the Premises (hereinafter each a “Permitted Transfer”). In addition, a sale or transfer of the memberships, interests or stock of Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for the benefit of Tenant, or (2) Tenant is, or in connection with the proposed transfer becomes, a publicly traded entity. Landlord shall have no right to terminate the Lease in connection with, and shall have no right to any sums or other economic consideration resulting from, any Permitted Transfer. 13.2 Tenant acknowledges and agrees that Landlord’s withholding of consent is conclusively reasonable in any of the following situations: a) it shall have received or procured 13.2.1 Tenant has not provided sufficient information to Landlord that, in Landlord’s reasonable judgment, would enable Landlord to determine that the proposed transferee has a bona fide written offer financial condition sufficient to take perform its obligations hereunder in case of an assignment or under a sublease which is in the case of a subletting. In order to determine whether a proposed transfer satisfies such criteria, Tenant shall, prior to any such transfer, provide Landlord with such information as Landlord may reasonably request, including, but not inconsistent with this Leaselimited to, current, complete and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, accurate audited or certified financial standing and business statements of the proposed assignee transferee, and federal and state tax returns of the proposed transferee. 13.2.2 The proposed transferee will not make use of the Premises which (1) is unlawful or subtenant (2) is inconsistent with the permitted use of the Premises under this Lease. 13.2.3 Tenant has failed to pay all of Landlord’s reasonable documented out of pocket costs and payment expenses incurred in connection with negotiation, review and processing of such amount as the Landlord reasonably requires transfer, including, but not limited to, reasonable attorneys’ fees and costs; provided, however, that Tenant shall not be obligated to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated pay any more than $1,500 in the notice of termination which shall be aggregate for such costs and expenses. 13.2.4 The proposed assignee has not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises assumed in accordance with such notice of termination and rent and additional rent shall be apportioned and paid writing in form reasonably satisfactory to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming Landlord all the obligations of Tenant under this Lease. 13.2.5 At the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver time of the necessity for proposed transfer, Tenant has committed a Default hereunder which has not been cured within the Tenant to obtain the prior written consent applicable notice and cure periods. 13.3 Additionally, Landlord may require as a condition of the Landlord to a subsequent such approval that all Landlord’s reasonable out of pocket costs, including reasonable attorneys’ fees, in evaluating and approving any such assignment or subletting. Without limitation, the Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied paid by persons other than the Tenant, its employees and others engaged in carrying on subject to the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of lawlimitations under Section 13.2.

Assignments and Subletting. The Except to an affiliate, parent, or subsidiary of Tenant, Tenant shall not not, without the prior consent of the Landlord (and to the extent required by Landlord's Mortgagees, the consent of Landlord's Mortgagees), assign, mortgage or otherwise encumber or transfer pledge this Lease or sublet underlet or sublease the Leased Premises Demised Premises, or any part thereof without having obtained thereof, or permit any other person, firm or corporation to occupy the Landlord's prior written consentDemised Premises, or any part thereof, which consent of Landlord (and, if required, its Mortgagees) shall not be unreasonably withheld or delayed. The Landlord may withhold its consent arbitrarily to a A proposed assignment of this Lease or sublease lease respecting only a portion of the Leased Demised Premises or any part thereof if it elects shall be deemed a "subletting" within the foregoing sentence. Anything herein to exercise its right of termination hereinafter set forth. If such termination right is not exercisedthe contrary notwithstanding, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who existing subletting by Tenant of the Greenhouse is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner a permitted and specified hereundersubletting, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to during the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting term of this Lease shall be effective unless (but not any renewal or extension periods) to sublet up to 50% of the assignee or sublessee shall execute an assumption agreement on space in the Premises in the aggregate (including the Greenhouse) without Landlord's form, prepared at the expense consent so long as there is no event of the Tenant, assuming all the obligations default then existing pursuant to Section 2001. Tenant shall furnish Landlord with a copy of the Tenant hereunder. The Tenant agrees that any consent agreement pertaining to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent any assignment or subletting. Without limitationNotwithstanding anything contained herein, the any assignment or subletting (whether or not consented to by Landlord) shall not release Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of lawits obligations under this Lease. RULES AND REGULATIONS 1501. Intentionally omitted.

Assignments and Subletting. The Tenant shall not not, voluntarily or by operation of law, assign, mortgage transfer or otherwise encumber or transfer its interest under this Lease or sublet in the Leased Premises nor sublease all or any part thereof without having obtained the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease of the Leased Premises premises or allow any other person or entity (except Tenant's employees, agents and invitees) to occupy or use all or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain premises without the prior written consent of Landlord. If the Landlord to a subsequent assignment or subletting. Without limitation, subletting is at a higher rent than Tenant is paying Landlord for the assigned or sublet portion of the Premises then the Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business pay Landlord seventy-five (75% of the difference as received. All costs of assigning or subletting shall be borne by Tenant. Any consent by Landlord shall not release Tenant from liability hereunder, whether pursuant and a consent to one assignment, subletting, parting with occupation or sharing possessionuse shall not be deemed a consent to any subsequent assignment, license subletting, occupation or other rightuse. Any such purported assignment, subletting, or where permission to occupy or use without such consent from Landlord shall be void and shall, at the option of Landlord, constitute a default under this Lease. Tenant immediately and irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all rent from any subletting of all or a part of the foregoing occurs Premises as permitted by operation this Lease, and Landlord, as assignee and as attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord's application, may collect such rent and apply it toward Tenant's obligations under this Lease; except that, until the occurrence of lawan act of default by Tenant, Tenant shall have the right to collect such rent.

Assignments and Subletting. The Tenant shall not assign, mortgage or otherwise encumber or transfer this Lease or sublet the Leased Premises or any part thereof without having obtained the Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed. [The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease of the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the ,] [Language in brackets struck out in original] The Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial [No] [Language in brackets struck out in original] Partial assignment shall be permittedpermitted provided the re-demising of the Leased Premises to permit the partial assignment is acceptable to the Landlord acting reasonably. In particular, the Landlord must be satisfied that the suites originated as a consequence of the re-demising, in order to make the assignment possible, can have an effective and reasonable layout and access. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. [Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. .] [Language in brackets struck out in original] If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent assignment or subletting. Without limitation, the Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of law. If as a result of any sublease the Tenant receives any rent or other consideration from the sublessee in excess of the Basic Rent and Additional Rent, the Tenant shall pay any such excess to the Landlord forthwith on demand as Additional Rent, provided that the calculation of the excess shall be net of the sum of: i) the Tenant's out of pocket costs (such costs including, but not limited to, commissions, attorney's fees, advertising, tenant improvement allowances, rent inducements and free rent) to sublet the Leased Premises; and ii) the unamortized value of the leasehold improvements and fixtures installed by the Tenant in the Leased Premises.

Assignments and Subletting. The 13.1 Except in connection with a Permitted Transfer (defined below) Tenant shall not assign, mortgage voluntarily assign or otherwise encumber or transfer this Lease or sublet any interest in this Lease, or permit the Leased Premises or any part thereof without having obtained the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease use of the Leased Premises by any person or any part thereof if it elects to exercise persons other than Tenant and its right of termination hereinafter set forth. If such termination right is not exercisedagents, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial conditionemployees, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereundervisitors, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease contractors, or sublet the Leased Premises Premises, or any part thereof unless: a) it part, without Landlord’s prior consent, which shall have received not be unreasonably withheld, conditioned or procured a bona fide written offer delayed, subject to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt Section 13.2 below. Any attempt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is Tenant to assign this Lease or sublet the Leased Premises, or any portion thereof, without Landlord’s consent, at Landlord’s option, shall be null, void, and of no effect. Notwithstanding anything to the contrary contained in this Lease, Tenant may assign this Lease or sublet the Premises, or any portion thereof, without Landlord’s consent, to any entity which controls, is controlled by, or is under common control with Tenant; to any entity which results from a merger of, reincorporation of, reorganization of, or consolidation with Tenant; or to any entity which acquires substantially all of the memberships, interests, stock or assets of Tenant, as a going concern, with respect to the business that is being conducted in the Premises (hereinafter each a “Permitted Transfer”). Landlord shall have no right to terminate this Lease in connection with, and shall have no right to any sums or other economic consideration, including any "bonus rent" resulting from, any Permitted Transfer. 13.2 By way of example and without limitation, Tenant acknowledges and agrees that Landlord’s withholding of consent shall be deemed to be reasonable under this Lease and under any applicable Laws in any of the following situations (or where Landlord has not been provided with sufficient information to determine that none of the following apply): 13.2.1 Tenant has not provided sufficient information to Landlord that, in Landlord’s reasonable judgment, would enable Landlord to determine that the proposed transferee satisfies Landlord’s then current credit and other standards for tenants of the Building or has a financial condition sufficient to perform its obligations as Tenant under this Lease, in the event of an assignment of this Lease. In order to determine whether a proposed transfer satisfies such criteria, Tenant shall, prior to any such transfer, provide Landlord with such evidence of financial status and capacity as Landlord may reasonably request, including, but not limited to, current, complete and accurate audited or certified financial statements of the proposed transferee, and federal and state tax returns of the proposed transferee; or 13.2.2 The proposed transferee is of a character or reputation or is engaged in a business that is not consistent with the quality of the Building or the existing tenant mix; or 13.2.3 The proposed use of the Premises by the proposed transferee would (a) be unlawful, (b) be inappropriate to the location and configuration of the Premises, (c) cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel its lease, (d) likely cause an increase in insurance premiums for insurance policies applicable to the Building, (e) likely require new tenant improvements that Landlord would be entitled to disapprove pursuant to 9 above, (f) likely create any increased burden in the operation of the Building, or in the operation of any Building systems or facilities, or (g) likely impair the reputation or character of the Building; or 13.2.4 Tenant has failed to pay all of Landlord’s reasonable documented out of pocket costs and expenses incurred in connection with negotiation, review and processing of the transfer, including, but not limited to, reasonable attorneys’ fees and costs; provided, however, that Tenant shall not be obligated to pay any more than three thousand dollars ($3,000.00) per proposed sublet or assignment; or 13.2.5 The proposed assignee has not assumed in writing in form reasonably satisfactory to Landlord all the obligations of Tenant under this Lease; or 13.2.6 At the time of the proposed transfer, Tenant has committed a Default hereunder or an event shall have occurred that with notice, the passage of time, or both, would become a Default; or 13.2.7 Either the proposed transferee, or any person or entity that directly or indirectly, controls, is controlled by, or is under common control with, the proposed transferee: (a) occupies space in the Building at the time of the request for consent, (b) is negotiating with Landlord to lease space in the Building at such time, or (c) has negotiated with Landlord during the six (6) month period immediately preceding Tenant’s request for consent, unless in such case Landlord does not have adequate space in the Building for the proposed transferee. 13.3 Additionally, Landlord may require as a condition of such approval that all Landlord’s reasonable out of pocket costs, including reasonable attorneys’ fees, in evaluating and approving any such assignment be paid by Tenant. No subletting or assignment, including with the consent of Landlord, shall relieve Tenant of its obligation to pay Rent and to perform all of the other obligations to be performed by Tenant. Approval of any subletting, assignment, or transfer shall only be by a specific writing setting forth such approval, and the acceptance of Rent by Landlord from Tenant or any other person (including a proposed sublessee, assignee, or transferee, including one who may actually have taken possession without approval) shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment, subletting, or other transfer. Consent to one assignment, subletting, or other transfer shall not be deemed to constitute consent to any subsequent assignment, subletting, or other transfer. If Tenant assigns or sublets the Premises, or any part of the Premises to any party other than in connection with a Permitted Transfer, Tenant shall pay to Landlord fifty percent (50%) of the excess rent received by Tenant from subtenants and fifty percent (50%) of all consideration received by Tenant for any assignment, after first deducting any sums incurred by Tenant with respect to such transaction, including, without limitation, brokerage fees, consent fees, legal fees and expenses, tenant improvement costs, free rent and other inducements, and fees and costs paid to Landlord in connection with a request for consent. 13.4 Notwithstanding anything to the contrary in this Section 13, Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after receipt of Tenant’s notice of Tenant’s intent to assign any or all of Tenant’s right or interest under this Lease or to cause, together with all prior sublets then remaining in effect, fifty percent (50%) or more of the Premises to be sublet (except in connection with a Permitted Transfer) (a “Proposed Transfer”), to recapture the Premises. Such recapture notice shall cancel and terminate this Lease as of a termination the date stated in Tenant’s notice of Proposed Transfer as the effective date of the Proposed Transfer (or, at Landlord’s option, shall cause the Transfer to be stipulated made to Landlord or its agent, in which case the notice of termination which parties shall execute the transfer documentation promptly thereafter). If Landlord recaptures the Premises, Landlord shall have the right to negotiate directly with Tenant’s proposed Transferee and to enter into a direct lease or occupancy agreement with any such party on such terms as shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the acceptable to Landlord in its sole and absolute discretion, and Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be givenhereby waives any claims against Landlord related thereto, the Tenant shall assign or subletincluding, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent assignment or subletting. Without without limitation, the Tenant shall any claims for the purpose of this Lease be considered compensation or profit related to assign such lease or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of lawoccupancy agreement.

Assignments and Subletting. The Tenant shall will not assignassign this Lease, mortgage in whole or otherwise encumber or transfer this Lease or in part, nor sublet the Leased Premises all or any part thereof without having obtained of the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily to a proposed Premises, nor license concessions or lease departments therein, nor shall any assignment of this Lease be effected by operation of law or sublease in any other manner without first obtaining the written consent of the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forthLandlord. If such termination right is not exercised, the Consent by Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity requirement for the Tenant such consent to obtain the prior written consent of the Landlord to a any subsequent assignment or subletting. Without No consent by Landlord to any assignment or sublease by Tenant shall relieve Tenant of any obligations of Tenant under this Lease, whether arising before or after the assignment or sublease. Any assignment or sublease that is not in compliance with this Section 18 shall be void and, at the option of Landlord, shall constitute a material default by Tenant under this Lease. Acceptance of any rent by Landlord from a proposed assignee or subtenant or other transferee, shall not constitute consent by Landlord to any assignment or sublease to, or any recognition of any assignee, subtenant or transferee, or a waiver by Landlord of any failure of Tenant to comply with the requirements of this Section 18. Each assignee, subtenant, or transferee, other than Landlord, shall assume all obligations of Tenant under this Lease and shall be and remain jointly and severally liable with Tenant for payment of rent, Additional Rent and the performance of all terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the Term. No assignment shall be binding on Landlord unless Tenant or other party to an assignment shall deliver to Landlord a counterpart of the assignment and an instrument in recordable form that contains the covenant of assumptions by the transferee which is satisfactory in substance and form to Landlord and consistent with the requirements of this Lease. Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with any proposed assignment or sublease, including, without limitation, the cost of investigating the proposed transferee and the legal costs incurred in connection with the granting of any requested consent. In the event Landlord consents to any assignment or sublease by Tenant and rents due under that assignment or sublease is greater than the one due Landlord by Tenant under this Lease then Tenant shall for pay the purpose excess to Landlord. If Tenant is a corporation, the filing of this Lease be considered to assign Articles of Transfer or sublet in any case where it permits Articles of Merger with the Leased Premises or any portion thereof to beState Department of Assessments and Taxation, or the Leased Premises failure to do so when Tenant would otherwise be so legally required, or any portion thereof aremerger, occupied by persons other than the Tenantconsolidation, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs transaction constituting an assignment by operation of law, of the assets of this corporation will at the election of Landlord constitute an unauthorized assignment of this Lease. Provided that Tenant has complied with the terms of this Section, Landlord shall not unreasonably delay or withhold its approval of a transfer of the Lease in conjunction with a merger or consolidation of Tenant's business to a financially qualified entity. Notwithstanding the other provisions of this Section, Landlord acknowledges that Tenant is a holding company for the Bank, a Maryland state chartered commercial bank in the process of organization. Landlord agrees that Tenant may, without further approval of Landlord assign the Lease to the Bank upon completion of its organizational process and the granting of all final regulatory approvals for the Bank to begin operations as a commercial bank. Tenant will provide Landlord notice of such assignment.

Assignments and Subletting. The Tenant Lessee shall not not, either voluntarily or by operation of law, assign, mortgage transfer, mortgage, pledge, hypothecate, or otherwise encumber or transfer this Lease or any interest therein, nor sublet the Leased Premises or any part thereof thereof, or any right or privilege appurtenant thereto, without having obtained the Landlord's prior written consentconsent of the Lessor first had and obtained, which consent shall not be unreasonably withheld. The Landlord may withhold its Any attempted assignment, transfer, mortgage, encumbrance, or subletting without such consent arbitrarily to shall be void and shall constitute a proposed assignment breach of this Lease without the need for notice to Lessee. Lessee shall give Lessor at least ninety (90) day's written notice of Lessee's desire to assign or sublet all or some portion of the Premises and the date on which Lessee wishes to make such assignment or sublease. The withholding of Lessor's consent to the assignment or subletting will be deemed to have been reasonable where based upon: (i) the inability of assignee or sublessee to fulfill the Lease terms; (ii) the financial irresponsibility of assignee; (iii) the lack of suitability of assignee's or sublessee's intended use of the Premises; or (iv) the intended unlawful or undesirable use of the Premises by sublessee or assignee. If Lessor's consent to the assignment or subletting cannot reasonably be withheld, Lessor shall then have a period of thirty (30) days following receipt of such notice within which to notify Lessee in writing that Lessor elects either (i) in the case of an assignment or a sublease of the Leased entire Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of the date so specified by Lessee, in which event Lessee will be relieved of all future obligations hereunder as to such portions of the Premises, or (ii) to permit Lessee to make such assignment or sublease subject to the following: a. Any such assignment, sublease or the like must be pursuant to a termination date written agreement in a form acceptable to Lessor and must provide that such assignee, sublessee, or other transferee agrees to be stipulated bound by all the terms and conditions of this Lease. No sublease or assignment by Lessee shall relieve Lessee of any liability hereunder. Any sublease must provide that Lessee (Sublessor) has the right to reenter the Premises upon termination of such sublease. No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. b. One-half (1/2) of any sums or other economic consideration received by Lessee as a result of such subletting, other than the rental or other payments received which are attributable to the amortization of the cost of nonbuilding standard leasehold improvements to the sublet portion of the Premises at the Cost of Lessee, whether denominated rentals under the sublease or otherwise, which exceed in the notice aggregate the total sums which Lessee is obligated to pay Lessor under this Lease (prorated to reflect obligations allocable to that portion of termination which the premises subject to such sublease), shall be not less than 60 days payable to Lessor as additional rental under this Lease without affecting or more than 90 days following reducing any other obligation of Lessee hereunder. c. Lessee immediately and irrevocably assigns to Lessor, as security for Lessee's obligations under this Lease, all Rent from any subletting of all or a part of the giving Premises as permitted by this Lease, and Lessor, as assignee and attorney-in-fact for Lessee, or a receiver for Lessee appointed on Lessor's application, may collect such Rent and apply it toward Lessee's obligations under this Lease, except that until the occurrence of an act of default by Lessee, Lessee shall have the right to collect such noticeRent. In such event Any sale or transfer, including transfer by consolidation, merger, or reorganization, of the Tenant shall surrender majority of the Leased Premises voting stock of Lessee if Lessee is a corporation, or any sale or other transfer of a majority of the partnership interests in accordance with such notice of termination and rent and additional rent Lessee if Lessee is a partnership, shall be apportioned and paid an assignment for purposes of this paragraph 16. Notwithstanding anything to the date of surrender. If such consent shall be givencontrary contained in this paragraph 16, Lessee may hay the Tenant shall assign or subletright, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain without the prior written consent of Lessor and without any right of recapture, to sublease the Landlord Premises, or to assign this Lease to a subsequent parent, an affiliate or a purchaser of substantially all of Lessee's assets located in the Premises; provided, in case of an assignment or subletting. Without limitationdescribed herein, the Tenant net worth of the assignee shall for be equal to or greater than the purpose net worth of Lessee immediately before the assignment. If Lessee shall assign this Lease be considered to assign or sublet in any case where it permits as permitted herein, the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business Assignee shall expressly assume all of the Tenant, whether pursuant obligations of Lessee hereunder in a written instrument satisfactory to assignment, subletting, parting with or sharing possession, license or other right, or where any Lessor and furnished to Lessor not later than fifteen (I 5) days prior to the effective date of the foregoing occurs assignment. If Lessee shall sublease the Premises as permitted herein, Lessee shall, at Lessor's option, within fifteen (15) days following any request by operation Lessor, obtain and furnish to Lessor the written agreement of lawsuch sublessee to the effect that the subLessee will attorn to Lessor and will pay all subrent directly to Lessor .

Assignments and Subletting. The 9.1 Tenant shall not assign, mortgage have the right to assign or otherwise encumber or transfer pledge this Lease or to sublet the Leased Premises whole or any part thereof without having obtained the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease of the Leased Premises whether voluntarily or any part thereof if it elects to exercise its right by operation of termination hereinafter set forth. If such termination right is not exercisedlaw, or permit the Landlord covenants not to withhold its consent unreasonably as to any assignee use or sublessee who is in satisfactory financial condition, agrees to use occupancy of the Leased Premises for the purposes and in the manner permitted and specified hereunderby anyone other than Tenant, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease make, suffer or sublet the Leased Premises permit such assignment, subleasing or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain occupancy without the prior written consent of Landlord, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least ninety (90) days but no more than one hundred eighty (180) days prior to a subsequent the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in this Lease and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Without limitationUpon the occurrence of an Event of Default, if the Premises or any part of them are then assigned or sublet, Landlord, in addition to any other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant under this Lease, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. 9.3 In addition to Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice within sixty (60) days following Landlord’s receipt of Tenant’s written notice as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, the Tenant shall for the purpose Term of this Lease shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Premises, the rent to be considered paid from time to assign time during the unexpired Term shall axxxx proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be less than that of the Premises as of the date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission obligation on the part of Landlord with respect to this Lease, and any commissions which may be due and owing as a result of any proposed assignment or sublet in any case where it permits subletting, whether or not the Leased Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or any portion thereof other tenant. 9.4 In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to beLandlord as additional rent an amount equal to one hundred percent (100%) of any Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As used in this Section, “Increased Rent” shall mean the excess of (i) all rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the Leased Premises or rent otherwise payable by Tenant under this Lease at such time. For purposes of the foregoing, any portion thereof are, occupied consideration received by persons Tenant in form other than the Tenant, cash shall be valued at its employees and others engaged fair market value as determined by Landlord in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of lawgood faith.

Assignments and Subletting. The (a) Except as expressly permitted pursuant to this Article 13, Tenant shall not, without the prior written consent of Landlord, which consent shall not assignbe unreasonably withheld, mortgage conditioned or otherwise encumber delayed, assign or transfer hypothecate this Lease or any interest herein or sublet the Leased Premises or any part thereof thereof. Any of the foregoing without having obtained such consent shall be void and shall, at the option of Landlord's prior , terminate this Lease. Except as otherwise expressly set forth in this Article 13, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law without the written consent. The Landlord may withhold its consent arbitrarily of Landlord, which consent shall not be unreasonably withheld or delayed. (b) If at any time or from time to a proposed assignment time during the Term of this Lease or sublease of the Leased Premises Lease, Tenant desires to sublet all or any part thereof if it elects of the Premises, or to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which and Tenant is not inconsistent with this Leasein default hereunder beyond applicable notice and cure periods, and the acceptance of which would not breach any provision of this Lease; and b) it Tenant shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available provide written notice to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the intent. Landlord shall have the right upon written option, exercisable by notice given to Tenant within twenty (20) days after receipt of termination submitted Tenant’s notice, of terminating the Lease in full or with respect to the Tenantportion thereof which Tenant desires to sublet or to assign. If Landlord does not exercise such option, if Landlord shall be deemed to have consented to such assignment or sublease and Tenant shall be free to sublet or assign such space to the request third party designated in such notice subject to the following conditions: (i) No sublessee or assignee shall have a right further to sublet or assign, and (ii) One-half of any sums or other economic consideration, net of all costs actually incurred by Tenant in connection with such assignment or subletting, received by Tenant as a direct result of such subletting or assignment (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements, other than building standard tenant improvements, made to the sublet portion of the Premises by Tenant for subtenant), whether denominated rentals under the sublease or assignment or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to assign pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the Premises subject to such sublease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which assignment) shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid payable to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, Landlord as the case may be, only upon Additional Rent under the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease without affecting or reducing any other obligation of Tenant hereunder. For the purposes of this Section 13.01(b)(iii), Landlord shall not claim or be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense entitled to any portion of the consideration paid to Tenant for a sale of Tenant’s assets or any shares in Tenant. Landlord for itself and its successors and assigns hereby waives and quit claims any claim or interest in any consideration paid to Tenant, assuming or any parent, subsidiary or affiliate of Tenant, for the sale of any shares in or assets of Tenant. (c) Regardless of Landlord’s consent, no subletting or assignment shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the Rent and to perform all the other obligations of the to be performed by Tenant hereunder. The Tenant agrees that acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to an any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignment or subletting of this Lease or Leased Premises amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not thereby release the relieve Tenant of its obligations hereunder. The liability under this Lease. (d) In the event Tenant shall assign this Lease or sublet the Premises or request the consent by the of Landlord to an assignment or sublettingany Transfer, if grantedthen Tenant shall reimburse Landlord for all of Landlord’s reasonable third party costs and expenses actually incurred in connection therewith (including, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent assignment or subletting. Without without limitation, the Tenant shall for the purpose of this Lease be considered attorneys’ fees), up to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of lawThree Thousand Dollars ($3,000.00).

Assignments and Subletting. The Tenant shall not assign, mortgage or otherwise encumber or transfer this Lease or sublet the Leased Premises or any part thereof without having obtained the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease of the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee subtenant who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment or sublease of part of the Leased Premises shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 20 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee subtenant shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent assignment or subletting. Without limitation, the Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of law.

Assignments and Subletting. The Tenant shall X. Xxxxxx may not assignassign this Lease, mortgage in whole or otherwise encumber in part, without the written consent of Lessor which may be granted or transfer denied in its sole and absolute discretion, except that Lessee may assign this Lease or sublet the Leased Premises or any part thereof without having obtained the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily to a proposed successor legal entity which has merged with, or acquired substantially all the assets of the Lessee, if such successor legal entity should specifically agree in writing to perform this Lease, unless Lessor determines in its sole and absolute discretion based upon written information supplied to Lessor by Xxxxxx at least sixty (60) days prior to the effective date of the assignment that the successor legal entity does not have the ability to fulfill the obligations of this Lease in a competent or sublease financially responsible manner. Failure of Lessee to provide adequate written information concerning subtenants is sufficient for Lessor to make such determination and shall be, in and of itself, a sufficient basis for the Leased Premises or any part thereof if it elects Lessor to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold deny its consent unreasonably as to any assignee or sublessee who is in satisfactory financial conditionproposed assignment. X. Xxxxxx, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent assignment or subletting. Without limitationLessor, the Tenant shall for the purpose consent of this Lease which may be considered to assign granted or denied in Xxxxxx’s sole and absolute discretion, may sublet in any case where it permits a portion of the Leased Premises to a subtenant or subtenants (“Subtenant”) pursuant to a written sublease, which shall contain among other provisions the following: (1) The sublease must be subject to and governed by all of the covenants and provisions of this Lease. Subtenant must abide by all of the terms and conditions thereof applicable to the Leased Premises, Ramp, and Fuel Tanks and use thereof. The sublease may only be for a lesser term than specified in Section 2. (2) The Subtenant shall maintain and keep in force aviation general liability insurance as described in Section 15.C. with a combined single limit not less than one million dollars ($1,000,000). Such insurance requirement will be satisfied if Subtenant is provided with coverage under Xxxxxx’s master liability insurance policy. (3) The sublease must contain an Indemnification provision, substantially the same as set forth in Section 14 hereof, indemnifying Lessor. (4) The sublease shall not become effective until an executed copy thereof is delivered to Lessor’s Department of Aviation. C. Subtenants for Hangaring of Aircraft: Lessee may, upon notice to Lessor but without Lessor’s prior written consent, sublet to an entity or person sufficient hangar space to hangar the Sublessee’s aircraft and any needed office space to perform Subtenant’s aircraft operations pursuant to a template sublease agreement (“Template Agreement”) that was prior approved by Lessor. Should Lessee wish to sublease a portion thereof to be, or of the Leased Premises or any portion thereof are, occupied by persons other than the Tenantthrough a Template Agreement, its employees and others engaged it must obtain Lessor prior written approval in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting accordance with or sharing possession, license or other right, or where any of the foregoing occurs by operation of law.Section

Assignments and Subletting. The Except to an affiliate, parent, or subsidiary of Tenant, Tenant shall not not, without the prior consent of the Landlord (and to the extent required by Landlord's Mortgagees, the consent of Landlord's Mortgagees), assign, mortgage or otherwise encumber or transfer pledge this Lease or sublet underlet or sub-lease the Leased Premises Demised Premises, or any part thereof without having obtained thereof, or permit any other person, firm or corporation to occupy the Landlord's prior written consentDemised Premises, or any part thereof, which consent of Landlord (and, if required, its Mortgagees) shall not be unreasonably withheld or delayed. The Landlord may withhold its consent arbitrarily to a A proposed assignment of this Lease or sublease lease respecting only a portion of the Leased Demised Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet deemed a "subletting" within the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord theretoforegoing sentence. Any request for consent an assignment, mortgage or pledge of this lease shall give Landlord the option (which must be exercised in writing mailed within 15 days after receipt of written notice from Tenant of latter's intent to assign all of Demised Premises, and effective upon the date of mailing of such writing by Landlord), to terminate this lease as of the last day of the month next succeeding the month during which Landlord mails such written exercise of this option, and the rights of the parties shall be as if the last day of such month were the date originally set forth in writing and accompanied by a true copy this lease as of the offer, all information available date of termination thereof. Anything herein to the contrary notwithstanding, the existing subletting by Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant Greenhouse is a permitted subletting, and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord Tenant shall have the right upon written notice of termination submitted to during the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting initial term of this Lease shall be effective unless (but not any renewal or extension periods) to sublet up to 50% of the assignee or sublessee shall execute an assumption agreement on space in the Premises in the aggregate (including the Greenhouse) without Landlord's form, prepared at consent so long as the expense net rental and other consideration to be obtained for such subletting is not in excess of the Tenant, assuming all the obligations of the Tenant rental paid to Landlord hereunder. The Tenant agrees that shall furnish Landlord with a copy of any consent agreement pertaining to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent any assignment or subletting. Without limitationNotwithstanding anything contained herein, the any assignment or subletting (whether or not consented to by Landlord) shall not release Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of lawits obligations under this Lease.

Assignments and Subletting. The Tenant shall not assignSubtenant covenants and agrees that neither this Sublease nor the term hereof and leasehold hereby granted, mortgage nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise encumber transferred, voluntarily, by operation of law or transfer this Lease or sublet otherwise, and that neither the Leased Premises or Subleased Premises, nor any part thereof without having obtained will be encumbered in any manner by reason of any act or omission on the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily part of Subtenant, or used or occupied, or permitted to a proposed assignment of this Lease be used or sublease of the Leased Premises occupied, or utilized for desk space or for mailing privileges, by anyone other than Subtenant, or for any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably use or purposes other than as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall or be permitted. The Tenant shall not assign this Lease sublet or sublet the Leased Premises offered or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request advertised for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain without the prior written consent of the Landlord Sublandlord and Master Landlord, in each instance, which consent shall not be unreasonably withheld, conditioned or delayed with respect to a subsequent assignment or sublettingsublease but which consent may be withheld at Sublandlord’s sole discretion with respect to any assignment. Without limitationThe grounds upon which Sublandlord may reasonably withhold its consent to a sublease include, but are not limited to, any one of the following: (i) the prospective sublessee’s intended use is not a permitted use; (ii) in Sublandlord’s judgment, the Tenant nature, character, operating history, class and/or standards of the prospective sublessee will not be consistent with those of Sublandlord; (iii) the financial strength and reliability of the prospective sublessee is not sufficient, in Sublandlord’s judgment, to meet all of Subtenant’s obligations to be performed under this Sublease; (iv) the sublease would result in increased wear and tear on the Subleased Premises, Premises or Building; (v) Subtenant is in default under any provision of the Sublease; (vi) the prospective sublessee is or could be a competitor of Sublandlord, and (vii) Master Landlord fails to consent to the proposed sublease or sublessee for any reason. Notwithstanding the foregoing, Subtenant shall for have the purpose right to assign this Sublease, upon prior notice to Sublandlord and without obtaining Sublandlord’s consent, to an entity (such entity being a “Permitted Assignee”) that is a successor to Subtenant in the event of a merger, consolidation or reorganization, or by the purchase of all or substantially all of the assets or the ownership interests of Subtenant, provided that such assignee agrees to assume all of the terms and conditions of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of lawSublease.

Assignments and Subletting. The Tenant shall not not, voluntarily or by operation of law, assign, mortgage transfer or otherwise encumber or transfer its interest under this Lease or sublet in the Leased Premises nor sublease all or any part thereof without having obtained the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease of the Leased Premises premises or allow any other person or entity (except Tenant's employees, agents and invitees) to occupy or use all or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain premises without the prior written consent of Landlord. If the Landlord to a subsequent assignment or subletting. Without limitation, subletting is at a higher rent than Tenant is paying Landlord for the assigned or sublet portion of the Premises then the Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business pay Landlord seventy-five (75%) of the difference as received. All costs of assigning or subletting shall be borne by Tenant. Any consent by Landlord shall not release Tenant from liability hereunder, whether pursuant and a consent to one assignment, subletting, parting with occupation or sharing possessionuse shall not be deemed a consent to any subsequent assignment, license subletting, occupation or other rightuse. Any such purported assignment, subletting or permission to occupy or use without such consent from Landlord shall be void and shall, at the option of Landlord, constitute a default under this Lease. Tenant immediately and irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all rent from any subletting of all or a part of the Premises as permitted by this Lease, and Landlord, as assignee and as attorney-in-fact for Tenant, or where any a receiver for Tenant appointed on Landlord's application, may collect such rent and apply it toward Tenant's obligations under this Lease; except that, until the occurrence of an act of default by Tenant, Tenant shall have the foregoing occurs by operation of lawright to collect such rent.

Assignments and Subletting. The Tenant shall not assign, mortgage or otherwise encumber or transfer this Lease or sublet the Leased Premises or any part thereof without having obtained the Landlord's prior written consent, not to be unreasonably withheld. The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease of the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forththereof, but only after reasonable due diligence is conducted on the proposed assignee or sublessee in accordance with the procedure outlined below in this section. If such termination right is not exercised, the The Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for , such consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date not to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent assignment or subletting. Without limitation, the Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of lawunreasonably withheld.

Assignments and Subletting. The Tenant shall not assign, mortgage or otherwise encumber or transfer this Lease or sublet the Leased Premises or any part thereof without having obtained the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease of the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall will not assign this Lease or sublet sub-let or part with possession of the Leased Premises whole or any part thereof unless: a) it shall have received of the Premises for the whole or procured any part of the Term, without a bona fide written offer to take an assignment or sublease which is not inconsistent with this Leaseand without the Landlord's consent. If the Tenant wants the Landlord's consent, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of will give the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all offer and any information available the Landlord may require with regard to the Tenant and requested by the Landlord as to the responsibilityreputation, financial standing standing, and business of the proposed assignee assignee, sub-tenant, or subtenant and payment of such amount as occupant. Within ten (10) days after the Landlord reasonably requires to reimburse receives the last of that information, or within ten (10) days after it for its time and expense in considering receives the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request consent if it has not asked for consent and of all information which the Landlord shall have requested hereunderany information, the Landlord shall have will advise the right upon written notice of termination submitted Tenant that the Landlord: (I) consents; (ii) refuses to consent (with the Tenantreasons for such refusal); or r)) wishes, if the request is to assign this Lease or sublet to sub-let or part with possession of the Leased whole Premises, to cancel and terminate this Lease as or wishes, if the request is to sub-let or part with possession of a termination date part of the Premises, to be stipulated in terminate this Lease with respect to such part If the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event Landlord consents, then the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, complete its transaction only upon on the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on and only if it does so within sixty (60) days after it receives the Landlord's formconsent. If the Landlord wishes to terminate this Lease, prepared at in whole or in part, the expense Tenant may withdraw its request within ten (10) days after it receives the Landlord's advice. If the Tenant does not withdraw its request then this Lease will be terminated, in whole or in part, on a date required by the Landlord which will be not less than thirty (30) nor more than sixty (60) days after the later of the date the Landlord receives the Tenant, assuming all 's request for consent or the obligations date the Landlord receives the last of the requested information from the Tenant. If the Tenant hereundersurrenders only part of the Premises, Rent will xxxxx thereafter proportionately. The Despite any such assigning, sub-letting, or parting with possession, the Tenant agrees that any will remain liable for the Tenant's obligations. If the Landlord gives its consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by assignment, the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for may require the Tenant to obtain the prior written consent of assignee's direct covenant with the Landlord to comply with the Tenant's obligations, as a subsequent condition of the consent. The Tenant will not advertise the Premises for assignment or sublettingsub-letting except if the Landlord has approved the proposed text. Without limitation, In no event will the Tenant shall for the purpose of this Lease be considered to assign or sublet rental rate appear in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of lawadvertisement.

Assignments and Subletting. The Tenant shall not assign, mortgage assign or otherwise encumber or in any manner transfer this Lease or any estate or interest therein, or sublet the Leased Premises or any part thereof thereof, or grant any license, concession or other right of occupancy of any portion of the leased Premises, or permit the use of the leased Premises by any parties other than Tenant, its agents and employees, or sell Tenant’s entity or its stock as a substitute for an assignment or sublease; and any such acts without having obtained the Landlord's ’s prior written consentconsent (which consent shall not be unreasonably withheld, conditioned, or delayed) shall be void and of no effect, and will be considered an event of default. The In the event that Tenant requests consent from Landlord may withhold its consent arbitrarily to sublease or assign the Premises, or a proposed assignment of this Lease or sublease portion of the Leased Premises Premises, Tenant shall request such in writing to Landlord and pay a review fee equal to $1,500. Landlord shall provide written consent therefor, or provide written notice of disapproval with the reason therefor, within fifteen (15) days. 18. LANDLORD’S OBLIGATIONS. (a) Landlord reserves the right exercisable without notice and without liability to Tenant for damage or injury to property, persons or business and without effecting an eviction, constructive or actual, or disturbance of Tenant’s use or possession, or giving rise to any claim for setoff or abatement of rent, to decorate and to make repairs, alterations, additions, changes or improvements, whether structural or otherwise, in and about the Buildings, or any part thereof if it elects thereof, and, during the continuance of any such work; provided, however, such work shall not unreasonably interfere with Tenant’s peaceful enjoyment of the Premises. (b) Landlord shall provide and maintain in good condition and repair all structural elements of the Building and Premises, including the foundation, roof, loan bearing walls, plumbing, electrical and mechanical lines, utility systems and facilities, exterior surface of outside walls of the Premises and Building, and the public common areas (including but not limited to exercise restroom facilities, stairwells, and elevators) that are for the general use and convenience of all tenants occupying space in the Buildings, their respective employees, customers, and the general public. Tenant, its employees, customers and invitees will have the nonexclusive right to the use such, provided that such areas will at all times be subject to the sole control and management of termination hereinafter set forthLandlord, and Landlord will have the right to establish and modify from time to time and to enforce reasonable rules and regulations with respect to the use of all such areas. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, Tenant agrees to use the Leased Premises abide by all such rules and regulations and to cooperate with Landlord in instructing its employees and invitees to comply therewith for the purposes mutual benefit and convenience of all concerned. Tenant will not load or unload any trucks or permit any trucks serving the Premises, whether owned by Tenant or not, to be loaded or unloaded at the Buildings except in the manner permitted and specified hereunder, and is otherwise satisfactory to the areas designated for such use by Landlord. No partial assignment garbage, refuse or debris shall be permitteddeposited or stored by Tenant in any public area except as designated by Landlord, and then only in approved containers and handled in such a manner as to not be offensive and not create a nuisance, nor shall any merchandise be sold by Tenant in any public area. The Tenant further hereby consents to the terms of any cross-easement agreements which Landlord may elect to enter into with respect to the common facilities and it shall not assign this Lease be necessary for Tenant to join in such cross-easements. Landlord may temporarily close such common facilities if needed to perform repairs or sublet the Leased Premises maintenance. (c) Failure to any extent to make available; or any part thereof unless: a) it shall have received slow-down, stoppage or procured a bona fide written offer to take an assignment interruption of; or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated change in the notice of termination which shall be not less than 60 days quantity, character or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be givenavailability of; these defined services, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that resulting from any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if grantedcause, shall not constitute a waiver of the necessity render Landlord liable in any respect for the Tenant damages to obtain the prior written consent of the either person, property or business. Should any equipment or machinery furnished by Landlord break down or for any cause cease to a subsequent assignment or subletting. Without limitationfunction properly, the Landlord shall use reasonable diligence to repair same promptly, but Tenant shall have no claim for the purpose abatement of this Lease rent or damages on account of any interruptions in service occasioned thereby or resulting therefrom, nor shall it be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the construed as an eviction of Tenant, its employees and others engaged in carrying on nor relieve Tenant for fulfillment of any covenant or agreement hereof, unless such interruption is due to the business gross negligence or willful misconduct of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of lawLandlord.

Assignments and Subletting. The Tenant shall not, without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed: (a) assign, mortgage convey, mortgage, pledge, encumber or otherwise encumber transfer (whether voluntarily or transfer otherwise) this Lease or any interest under it; (b) allow any transfer thereof or any lien upon Tenant’s interest by operation of law; (c) sublet the Leased Premises or any part thereof, or (d) permit the use or occupancy of the Premises or any part thereof without having obtained by any one other than Tenant. Notwithstanding the Landlord's prior written consentforegoing, Tenant may assign or sublease the Premises to any related entity or affiliate, or to any entity to with which Tenant merges or combines, or to an entity to which Tenant sells substantially all of its assets. The Landlord may withhold its consent arbitrarily to a proposed assignment of If this Lease be assigned or sublease of if the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercisedbe sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the Landlord covenants not to withhold its consent unreasonably as to any assignee assignee, subtenant or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunderoccupant, and is otherwise satisfactory apply the net amount collected to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this LeaseRent herein reserved, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of but no such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent assignment or subletting. Without limitation, the Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with occupancy or sharing possessioncollection shall be deemed a waiver of any of Tenant’s covenants contained in this Section or the acceptance of the assignee, license subtenant or other rightoccupant as Tenant, or where a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Landlord and Tenant shall evenly split any portion of the foregoing occurs sublease rent that exceeds the Rent due from Tenant for the subleased space; provided, however that Tenant shall receive all such excess sublease rent until the amount collected by operation Tenant equals Tenant’s expenses incurred from its sublease of lawall or a portion of the Premises (e.g. commissions, legal fees, and improvements).

Assignments and Subletting. The Tenant shall not assign, sublet, mortgage or otherwise encumber this Lease, in whole or transfer in part, or sublet all or any portion of the Demised Premises or assign this Lease or sublet the Leased Premises or any part thereof without having obtained the prior written consent of the Landlord's prior written consent, which shall not be unreasonably withheld or delayed. The Landlord may withhold its shall be entitled to consider all factors which it deems relevant to any requested consent arbitrarily to a proposed assignment of this Lease subletting or sublease of the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is assignment, including, but not exercisedlimited to, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: following: (a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business responsibility of the proposed sub-Tenant or assignee; (b) the business reputation, experience and acumen of the proposed sub-Tenant or assignee in the field of the Permitted Use or subtenant warehousing, distribution or light manufacturing uses, and payment (c) the need for alteration and/or repair of the Demised Premises; however, in no event shall such sub-tenant or assignee be an existing occupant or Affiliate of such amount occupant (as hereinafter defined) of the Landlord reasonably requires to reimburse it for its time and expense in considering Building or Complex (of which the request for consent. Notwithstanding the provisions of subsection (aDemised Premises is a part), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated unless no other space in the notice of termination which shall be not less than 60 days four buildings owned by Landlord, or more than 90 days following related entity to Landlord, in the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrendercomplex is available. If such consent shall be givenobtained then, the Tenant shall assign such subletting or subletassignment, as the case may be, only shall be subject to and conditioned upon the following: (i) at the time of any such proposed subletting or assignment, Tenant shall not be in default under any of the terms, provisions or conditions of this Lease; (ii) the sub-Tenant or assignee shall occupy the Demised Premises and conduct its business in accordance with the Permitted Use; (iii) if the minimum rent, additional rents or other rents or charges required to be paid by any such sub-Tenant or assignee exceeds the rentals and/or charges reserved hereunder, then Tenant shall pay to Landlord monthly fifty percent (50%) of such excess, which shall be deemed additional rent; (iv) Tenant and its assignee or sub-Tenant shall execute, acknowledge and deliver to Landlord a fully executed counterpart of a written assignment of lease or sublease, as the case may be, duly consented to by Tenant's guarantor, if any, by the terms set out of which: (1) in the offer submitted case of an assignment, Tenant will assign to such assignee Tenant's entire interest in this Lease, together with all prepaid rents and rights to the Security Deposit hereunder, and the assignee will accept said assignment and assume and agree to perform, directly for the benefit of Landlord. No assignment or subletting , all of the terms, covenants and conditions of this Lease shall on Tenant's part to be effective unless performed hereunder; or (2) in case of a subletting, the assignee or sublessee shall execute an assumption agreement on sublease and the Landlordsub-Tenant's form, prepared at the expense interest therein will in all respects be subject and subordinate to all of the Tenantterms, assuming all the obligations covenants and conditions of the Lease and the sub-Tenant hereunder. The Tenant agrees that any consent thereunder will agree to an assignment or subletting be bound by and to perform all of the terms, covenants and conditions of this Lease on Tenant's part to be performed hereunder, except the payment of rent, additional rents and other charges reserved hereunder, which Tenant shall continue to pay to Landlord; (v) notwithstanding any such assignment of subletting under the terms of this Paragraph, both Tenant and its guarantor, if any, will acknowledge that, notwithstanding such assignment or Leased Premises shall sublease and the consent of Landlord thereto, both Tenant, and its guarantor, if any, will not thereby release the Tenant of its obligations hereunderbe released or discharged from any liability whatsoever under this Lease and will continue to be fully liable thereon. The consent by the Landlord to an any assignment or subletting, if granted, subletting shall not constitute a waiver of the necessity for of such consent to any subsequent assignment or subletting. This prohibition against any assignment or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease be assigned or if the Demised Premises or any part thereof be occupied by anybody other than Tenant, Landlord may collect rent from the assignee, or occupant and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed waiver of the provisions of the acceptance of the assignee, sub-Tenant or occupant as Tenant, or as a release of Tenant from the further performance by Tenant of the provisions on its part to obtain be observed or performed herein. Notwithstanding any assignment or sublease, Tenant shall remain fully liable and shall not be released from performing any of the terms of this Lease. If Tenant or Tenant's controlling shareholder or controlling partner, if any and as the case may be, or Tenant's guarantor, if any, is a corporation or partnership, and if at any time during the term of this Lease the person or persons who, on the Date of Lease, own or owns fifty (50%) percent or more of such corporation's voting shares or a general partner's interest in such partnership, as the case may be, or if Tenant's guarantor, if any, ceases to own fifty (50%) percent or more of such corporation's voting shares or a general partner's interest in such partnership or if same is dissolved, then upon such occurrence there shall be deemed to be an assignment of this Lease, which assignment shall require the prior written consent of Landlord, as more particularly set forth above. The preceding sentence shall not be applicable to any corporation, all the Landlord to outstanding voting stock of which is listed on a subsequent assignment national securities exchange (as defined in the Securities Exchange Act of 1934, as amended). For the purposes hereof, an Affiliate means a corporation or sublettingother business entity that directly or indirectly controls, is controlled by, or is under common control with such occupant. Without limitation, the Tenant shall for the purpose of be permitted to assign this Lease be considered without Landlord's approval to assign or sublet in any case where it permits subsidiary company of Tenant provided such assignment does not release Tenant from obligations under the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of lawLease.

Assignments and Subletting. The Tenant (a) Tenant, for itself, its legal representatives, successors and assigns, covenants that it shall not assign, mortgage or otherwise encumber this Lease, nor underlet, or transfer this Lease suffer or sublet permit the Leased Premises or any part thereof to be used or occupied by others, without having obtained the Landlord's prior written consentconsent of Owner in each instance, which consent shall not be unreasonably withheld, provided that prior to the effective date of such assignment or subletting, Tenant shall deposit with Owner an amount equal to Zero (0) months Fixed Rent as security subject to Section 25, below, and the Security Deposit shall be deemed increased by such amount; and (iii) as of the effective date of such assignment or subletting, and continuing throughout the balance of the Term, the Fixed Rent shall be increased by Two Percent (2%). The Landlord may withhold its consent arbitrarily to a proposed assignment of If this Lease be assigned, or sublease of if the Leased Premises or any part thereof if it elects be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to exercise its right the Rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of termination hereinafter set forth. If such termination right is not exercisedthe provisions hereof, the Landlord acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of the covenants herein contained on the part of Tenant to be performed. The consent by Owner to an assignment or underletting shall not in any way be construed to withhold its relieve Tenant from obtaining the express consent unreasonably as in writing of Owner to any assignee further assignment or sublessee who is in satisfactory financial conditionunderletting. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, agrees to use or otherwise suffer or permit the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises space or any part thereof unless:to be used or occupied by others, without Owner's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. Not withstanding anything contained herein to the contrary, a transfer (including any issuance of stock, partnership or other equity interests) of an aggregate of fifty (50%) percent or more of the equity interests in Tenant by any party or parties in interest (whether in a single or a series of transactions) shall be deemed an assignment of this Lease requiring the consent of Owner. a(b) If Tenant requests Owner's consent to a specific assignment or subletting, it shall have received submit in writing to Owner: (i) the name and address of the proposed assignee or procured subtenant; (ii) a bona fide written offer to take an duly executed counterpart of a letter of intent setting forth the material terms of the proposed agreement of assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Leasesublease; and b(iii) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all reasonably satisfactory information available to the Tenant and requested by the Landlord as to the responsibility, financial standing nature and character of the business of the proposed assignee or subtenant subtenant, and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenantnature of its proposed use of the space; and (iv) banking, if the request is to assign this Lease financial or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid other credit information relating to the date proposed assignee or subtenant reasonably sufficient to enable Owner to determine the financial responsibility and character of surrender. If such consent shall be given, the proposed assignee or subtenant. (c) Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No understands and agrees that no assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlordand until Tenant, upon receiving any necessary Owner's form, prepared at the expense written consent (and unless it was theretofore delivered to Owner) causes a duly executed copy of the Tenant, assuming sublease or assignment to be delivered to Owner within ten (10) days after execution thereof Any such sublease shall provide that the subtenant shall comply with all the obligations applicable terms and conditions of this Lease to be performed by the Tenant hereunder. The Any such assignment of lease shall contain an assumption by the assignee of all of the terms, covenants and conditions of this Lease to be performed by the Tenant. (d) Anything herein contained to the contrary notwithstanding: (i) Tenant agrees that any consent to an shall not advertise (but may list with brokers) its space for assignment or subletting at a rental rate lower than the greater of the then Building rental rate for such space or the rental rate payable under this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an Lease; and (ii) no assignment or sublettingsubletting shall be made to any person or entity which shall at that time be a tenant, if granted, shall not constitute a waiver subtenant or other occupant of any part of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent assignment or subletting. Without limitation, the Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to beBuilding, or who dealt with Owner or Owner's agent (directly or through a broker) with respect to space in the Leased Premises or any portion thereof are, occupied by persons other than Building during the six (6) months immediately preceding Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of law's request for Owner's consent.

Assignments and Subletting. The Except as otherwise permitted in this Section, Tenant shall not assignvoluntarily, mortgage involuntarily or by operation of law, assign or in any manner transfer or otherwise encumber or transfer this Lease or any estate, interest, or benefit therein, or sublet the Leased Premises or any part or parts thereof or permit the use of the same or any part thereof by anyone other than Tenant without the prior written consent of Landlord, which shall not unreasonably be withheld, conditioned or delayed. If Tenant is a corporation, partnership or company, a change in the current voting control of Tenant or a transfer of ownership shall be considered an assignment hereunder. Consent by Landlord to any assignment for transfer of interest under this Lease or subletting of said premises or parts thereof shall not constitute a release, waiver or consent to any other assignment or subletting but shall be limited to the instance stated in such written consent, transfer of interest or subletting. No assignment or subletting shall operate to release Tenant from any obligation or responsibility hereunder. In the event that Tenant assigns or subleases all or any portion of the Premises in violation of this Section, any such assignment shall be deemed void. In the event of a request by Tenant to Landlord to approve an assignment, Tenant shall reimburse to Landlord the reasonable costs and value of time invested by Landlord in determining the proposed assignee’s acceptability, which reimbursement shall be a condition of approval. Such reimbursement shall also include any reasonable attorney’s fees, paralegal, legal assistant and similar fees, court costs and expenses incurred relative to the same, not to exceed $1,000. If Tenant shall assign or sublet the Premises, or any part thereof, having first obtained Landlord’s consent, at a rent in excess of the rent due and payable by Tenant under the Lease, said excess rent shall be split equally between Landlord and Tenant and Landlord’s share shall be paid to Landlord promptly when due under any such assignment or subletting as additional rent hereunder; however, Landlord shall not be responsible for any deficiency if Tenant shall assign or sublet the Premises or any part thereof without having obtained at a rent less than that provided for herein. Notwithstanding the Landlord's prior written consent. The Landlord foregoing, Tenant may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease of the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased whole of the Premises to a legal entity which is either (i) the successor, by merger or any part thereof unlessotherwise, to all or substantially all of Tenant’s assets and liabilities, or (ii) controls or is controlled by or is under common control with Tenant, provided the following conditions are satisfied: a) it a. At the time of any assignment or subletting, Tenant shall not be in default under this Lease; b. In the case of an assignment, the assignee shall have received a net worth that is equal to or procured greater than Tenant’s net worth on the date of the assignment; c. The sublessee or assignee shall occupy the Premises and conduct its business in accordance with the uses permitted under Section 11; d. The sublessee or assignee shall, at the option of Landlord, become liable directly to Landlord for all obligations of Tenant hereunder and Tenant hereunder shall remain liable to Landlord for all obligations of the Assignee or Sub-Lessee hereunder; and e. Tenant shall deliver to Landlord a bona fide written offer to take an fully executed counterpart of the assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or subletagreement, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent assignment or subletting. Without limitation, the Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of law.

Assignments and Subletting. The Tenant shall Sublessee may not further sublease or allow any other person to use all or any portion of the Sublease Premises or assign, mortgage mortgage, pledge or otherwise encumber or transfer this Lease or sublet the Leased Premises all or any part thereof of Sublessee’s rights under this Sublease without having obtained the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease of the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain the prior written consent of both the Sublessor (which consent by Sublessor shall not be unreasonably withheld, conditioned or delayed) and Landlord (if and to the extent required by the Lease). In all events, Sublessee shall comply with the provisions of Article VII (Assignment and Subletting) of the Lease, and any event or transaction that requires the consent of the Landlord under the Lease shall require the consent of the Sublessor under this Sublease (which consent by Sublessor shall not be unreasonably withheld, conditioned or delayed). Sublessor have the right, effective as of the date of any proposed assignment or sublease requiring its consent, to (a) terminate this Sublease with respect to an assignment; (b) recapture the space to be re-sublet if more than 50% of the Sublease Premises is sublet (but only if Landlord exercises its recapture rights), (c) intentionally deleted; or (d) approve or not approve the proposed transfer (not to be unreasonably withheld, conditioned or delayed), subject to all of Landlord’s rights under the Lease and Sublessor’s rights under this Sublease. Notwithstanding the forgoing, but subject to the provisions of the Lease, Sublessor’s consent shall not be required for Sublessee’s assignment of this Sublease to a subsequent assignment or subletting. Without limitation, the Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to besuccessor by merger, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business purchaser of the Tenant, whether pursuant to assignment, subletting, parting with stock or sharing possession, license or other right, or where any substantially all of the foregoing occurs assets of Sublessee or to an affiliate or subsidiary of Sublessee. In the event of a sublease or an assignment by operation Sublessee that does not require Sublessor’s consent, Sublessee shall provide to Sublessor written notice of lawsuch sublease or assignment.

Assignments and Subletting. The Tenant 68.1. Lessee shall not assignnot, mortgage or otherwise encumber in any manner, assign or transfer this Lease or sublet the Leased Premises Lease, or any part portion thereof without having obtained the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease of the Leased Premises or any part interest therein ("Assignment"; for avoidance of doubt, a sublease or termination thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be given, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain an Assignment), without the prior written consent of the Landlord Board, nor sublet or sublease the whole or any part of the Demised Premises, nor license or permit the use of the same, in whole or in part, without the prior written consent of the Chief Executive Officer, except as permitted under the Los Angeles World Airports Leasing Policy, as may be modified or amended from time to time. Any attempts to transfer, assign, or sublease without the consent required by this Section shall be void and shall transfer no rights to the Demised Premises. Consent to one Assignment, subletting, or use, or occupation shall not be deemed to be a consent to any subsequent assignment Assignment, subletting, occupation, or sublettinguse. Without limitationThis Lease shall ii not nor shall any interest therein, be assignable as to the interest of Lessee by operation of law without the prior written consent of Board. For purposes of this Lease, an Assignment shall include any change in the majority ownership of or the power to vote, directly or indirectly, the Tenant majority of outstanding capital stock, membership interest or other ownership interests of Lessee; provided, moreover, for purposes of this Section 68.1,a serial or cumulative transfer of more than fifty percent (50%) of the ownership interests of Lessee within any consecutive twelve (12) month period shall also constitute an Assignment for purposes of this Lease; provided, however, that a serial or cumulative transfer of fifty percent (50%) or less of the purpose ownership interests of Lessee shall not constitute an Assignment for purposes of this Lease. Notwithstanding the foregoing, neither the City's nor the Board's consent or approval shall be required in connection with an Assignment or sublease to an Affiliate of Lessee approved by City prior to the execution of this Lease be considered (so long as such Affiliate uses the Demised Premises for uses permitted under this Lease). 68.2. City shall not unreasonably withhold its consent to assign the Assignment of this Lease or sublet in any case where it permits the Leased subletting of the Demised Premises or any portion thereof thereon provided, however, that the use of said premises by any such assignee or sublessee must be consistent with the use authorized herein and the prospective subtenant and /or assignee must agree to beexecute City's Consent to Sublease and/or Assignment Agreement. A request by Lessee for Assignment shall be submitted to City in writing at least ninety (90) days before City's requested consent, along with a fully executed copy of the proposed assignment agreement, as well as a copy of all contracts or writings which set forth payments from assignee(s) to Lessee and /or which describe the Leased Premises acts or any portion thereof areservices to be performed by or for the assignee(s) in connection with the use of the space covered by this Lease. A request by Xxxxxx for a Consent to Sublease shall be submitted to City in writing at least thirty (30) days before City's requested consent, occupied by persons other than along with a fully executed copy of the Tenantsublease. Lessee shall promptly advise City of early termination of Assignments. Rental of tie-downs and hangar space for aircraft parking, its employees and others engaged in carrying for non­ commercial purposes, as authorized uses under this Lease shall not require the consent of the Chief Executive Officer. 68.3. In the case of an Assignment, Lessee shall pay to City a fee ("Assignment Fee") based on the business following formulas: 68.3.1. If there are ten (10) years or more remaining on the Lease term when the Assignment occurs (excluding any unexercised extension or renewal terms), Lessee shall pay to City an amount equal to twenty percent (20%) of the TenantNet Transaction Value. For purposes of calculating the Assignment Fee, whether pursuant the "Net Transaction Value" shall be defined as the difference between the following: (1) the gross transaction value attributed to assignmentthe Lease (including improvements thereon owned by Xxxxxx) and inuring to the benefit of Lessee and/or its Affiliates (as defined below), subletting, parting with or sharing possession, license or other right, or where any such value as reasonably determined by City and (2) the depreciated value of the foregoing occurs by operation Qualified Investments that Lessee has made to the Demised Premises at the time of lawthe Assignment.

Assignments and Subletting. The Tenant (a) Tenant, for itself, its legal representatives, successors and assigns, covenants that it shall not assign, mortgage or otherwise encumber this Lease, nor underlet, or transfer this Lease suffer or sublet permit the Leased Premises or any part thereof to be used or occupied by others, without having obtained the Landlord's prior written consentconsent of Owner in each instance, which consent shall not be unreasonably withheld, provided that prior to the effective date of such assignment or subletting, Tenant shall deposit with Owner an amount equal to Zero (0) months Fixed Rent as security subject to Section 25, below, and the Security Deposit shall be deemed increased by such amount; and (iii) as of the effective date of such assignment or subletting, and continuing throughout the balance of the Term, the Fixed Rent shall be increased by Two Percent (2%). The Landlord may withhold its consent arbitrarily to a proposed assignment of If this Lease be assigned, or sublease of if the Leased Premises or any part thereof if it elects be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to exercise its right the Rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of termination hereinafter set forth. If such termination right is not exercisedthe provisions hereof, the Landlord acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of the covenants herein contained on the part of Tenant to be performed. The consent by Owner to an assignment or underletting shall not in any way be construed to withhold its relieve Tenant from obtaining the express consent unreasonably as in writing of Owner to any assignee further assignment or sublessee who is in satisfactory financial conditionunderletting. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, agrees to use or otherwise suffer or permit the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises space or any part thereof unless:to be used or occupied by others, without Owner's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. Notwithstanding anything contained herein to the contrary, a transfer (including any issuance of stock, partnership or other equity interests) of an aggregate of fifty (50%) percent or more of the equity interests in Tenant by any party or parties in interest (whether in a single or a series of transactions) shall be deemed an assignment of this Lease requiring the consent of Owner. a(b) If Tenant requests Owner's consent to a specific assignment or subletting, it shall have received submit in writing to Owner: (i) the name and address of the proposed assignee or procured subtenant: (ii) a bona fide written offer to take an duly executed counterpart of a letter of intent setting forth the material terms of the proposed agreement of assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Leasesublease; and b(iii) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all reasonably satisfactory information available to the Tenant and requested by the Landlord as to the responsibility, financial standing nature and character of the business of the proposed assignee or subtenant subtenant, and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenantnature of its proposed use of the space; and (iv) banking, if the request is to assign this Lease financial or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid other credit information relating to the date proposed assignee or subtenant reasonably sufficient to enable Owner to determine the financial responsibility and character of surrender. If such consent shall be given, the proposed assignee or subtenant. (c) Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No understands and agrees that no assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlordand until Tenant, upon receiving any necessary Owner's form, prepared at the expense written consent (and unless it was theretofore delivered to Owner) causes a duly executed copy of the Tenant, assuming sublease or assignment to be delivered to Owner within ten (10) days after execution thereof. Any such sublease shall provide that the subtenant shall comply with all the obligations applicable terms and conditions of this Lease to be performed by the Tenant hereunder. The Any such assignment of lease shall contain an assumption by the assignee of all of the terms, covenants and conditions of this Lease to be performed by the Tenant. (d) Anything herein contained to the contrary notwithstanding: (i) Tenant agrees that any consent to an shall not advertise (but may list with brokers) its space for assignment or subletting at a rental rate lower than the greater of the then Building rental rate for such space or the rental rate payable under this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an Lease; and (ii) no assignment or sublettingsubletting shall be made to any person or entity which shall at that time be a tenant, if granted, shall not constitute a waiver subtenant or other occupant of any part of the necessity for the Tenant to obtain the prior written consent of the Landlord to a subsequent assignment or subletting. Without limitation, the Tenant shall for the purpose of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to beBuilding, or who dealt with Owner or Owner's agent (directly or through a broker) with respect to space in the Leased Premises or any portion thereof are, occupied by persons other than Building during the six (6) months immediately preceding Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, parting with or sharing possession, license or other right, or where any of the foregoing occurs by operation of law's request for Owner's consent.

Assignments and Subletting. The Tenant 6.1 Sublessee shall not assign, mortgage mortgage, pledge or otherwise encumber this Sublease or transfer this Lease any interest hereunder, in whole or in part, and shall not sublet or underlet the Leased Sublet Premises or any part thereof without having obtained thereof, nor shall Sublessee permit the Landlord's prior written consent. The Landlord may withhold its consent arbitrarily to a proposed assignment of this Lease or sublease use of the Leased Premises or any part thereof if it elects to exercise its right of termination hereinafter set forth. If such termination right is not exercised, the Landlord covenants not to withhold its consent unreasonably as to any assignee or sublessee who is in satisfactory financial condition, agrees to use the Leased Premises for the purposes and in the manner permitted and specified hereunder, and is otherwise satisfactory to the Landlord. No partial assignment shall be permitted. The Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof unless: a) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease; and b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a true copy of the offer, all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or subtenant and payment of such amount as the Landlord reasonably requires to reimburse it for its time and expense in considering the request for consent. Notwithstanding the provisions of subsection (a), within 10 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the Leased Premises, to cancel and terminate this Lease as of a termination date to be stipulated in the notice of termination which shall be not less than 60 days or more than 90 days following the giving of such notice. In such event the Tenant shall surrender the Leased Sublet Premises in accordance with such notice of termination and rent and additional rent shall be apportioned and paid to the date of surrender. If such consent shall be givenany manner whatsoever by any other parties, the Tenant shall assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord. No assignment or subletting of this Lease shall be effective unless the assignee or sublessee shall execute an assumption agreement on the Landlord's form, prepared at the expense of the Tenant, assuming all the obligations of the Tenant hereunder. The Tenant agrees that any consent to an assignment or subletting of this Lease or Leased Premises shall not thereby release the Tenant of its obligations hereunder. The consent by the Landlord to an assignment or subletting, if granted, shall not constitute a waiver of the necessity for the Tenant to obtain without the prior written consent of the Landlord to a subsequent assignment Sublessor in each instance. The transfer of control or subletting. Without limitation, the Tenant shall for the purpose ownership of this Lease be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, Sublessee (whether pursuant to a stock, partnership, membership or other transfer) shall be deemed as assignment of this Sublease requiring Sublessor' consent. 6.2 Sublessee shall pay to Sublessor, as and when received, any sums received by Sublessee for an assign of this Sublease, or any excess of the rents, additional rents or other amounts received by Sublessee from any subtenant or other occupant for the Sublet Premises over the Rents paid by Sublessee under this Sublease. If the sublease or occupancy right is for less than all of the Sublet Premises, this calculation shall take into account only the portion of the Rents paid by Sublessee as are allocable, on a per square foot basis, to the portion of the Sublet Premises subject to such sublease or occupancy right. 6.3 If this Sublease is assigned or if all or any part of the Sublet Premises are sublet, Sublessor may collect rent from the assignee or from the subtenant without same constituting Sublessor's consent to such assignment or sublease and without same constituting a waiver of any term, covenant or condition of this Sublease or Sublessor's acceptance of such assignee or subtenant. No assignment, subletting, parting with occupancy or sharing possession, license or other right, or where any of the foregoing occurs by operation of lawuse right shall relieve Sublessee from its obligations under this Sublease.