Common use of Assignments and Subletting Clause in Contracts

Assignments and Subletting. Except as otherwise permitted below, Sublessee shall not transfer, assign, sublet, hypothecate, sell, change ownership or otherwise divest itself of any or all of its interest in and to the Premises or this Sublease and shall not permit Sublessee's interest in this Sublease to be vested in any third party by operation of law or otherwise. Notwithstanding the foregoing, Sublessee may, subject to Overlandlord's approval as per the Prime Lease, assign this sublease or sublet all or any portion thereof to a parent, subsidiary or affiliated company of Sublessee, or to any resulting entity following a merger or consolidation of Sublessee with another company. A transfer, sale or hypothecation of Sublessee's stock shall not constitute an assignment or sublease. In the event of any assignment or sublet, Sublessee shall not be relieved of any liability under this sublease and all the provisions of this sublease shall be binding upon the assignee or sub-sublessee. 12. Eminent Domain (a) In the event that all or substantially all of the Premises are taken or made unaccessible under the power of eminent domain, this Sublease shall terminate as of the date possession is so taken. If more than twenty percent (20%) of Premises are taken, Sublessee shall have the right to terminate this Sublease. If this Sublease is terminated, all rents shall be paid up to the date of possession of the Premises by public authority, and Sublessor shall make an equitable refund of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that the rent shall be reduced in the same proportion as the square footage of the Premises taken bears to the square footage of the Premises immediately prior to such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether for the whole or a part of the Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13.

Assignments and Subletting. Except as otherwise permitted belowTenant shall not, Sublessee without Landlord’s prior written consent, which consent shall not transferbe unreasonably withheld, conditioned or delayed: (a) assign, subletconvey, hypothecatemortgage, sellpledge, change ownership encumber or otherwise divest itself transfer (whether voluntarily or otherwise) this Lease or any interest under it; (b) allow any transfer thereof or any lien upon Tenant’s interest by operation of any or all of its interest in and to law; (c) sublet the Premises or this Sublease and shall not any part thereof, or (d) permit Sublessee's interest in this Sublease to be vested in the use or occupancy of the Premises or any third party part thereof by operation of law or otherwiseany one other than Tenant. Notwithstanding the foregoing, Sublessee may, subject Tenant may assign or sublease the Premises to Overlandlord's approval as per the Prime Lease, assign this sublease any related entity or sublet all or any portion thereof to a parent, subsidiary or affiliated company of Sublesseeaffiliate, or to any resulting entity following a merger to with which Tenant merges or consolidation of Sublessee with another company. A transfercombines, sale or hypothecation of Sublessee's stock shall not constitute to an assignment or sublease. In the event of any assignment or sublet, Sublessee shall not be relieved of any liability under this sublease and all the provisions of this sublease shall be binding upon the assignee or sub-sublessee. 12. Eminent Domain (a) In the event that all or entity to which Tenant sells substantially all of the Premises are taken or made unaccessible under the power of eminent domain, this Sublease shall terminate as of the date possession is so taken. If more than twenty percent (20%) of Premises are taken, Sublessee shall have the right to terminate this Subleaseits assets. If this Sublease is terminatedLease be assigned or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, all rents Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be paid up to deemed a waiver of any of Tenant’s covenants contained in this Section or the date acceptance of possession the assignee, subtenant or occupant as Tenant, or 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 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 Tenant equals Tenant’s expenses incurred from its sublease of all or a portion of the Premises by public authority(e.g. commissions, legal fees, and Sublessor shall make an equitable refund of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that the rent shall be reduced in the same proportion as the square footage of the Premises taken bears to the square footage of the Premises immediately prior to such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether for the whole or a part of the Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13improvements).

Assignments and Subletting. Except as otherwise permitted belowLessee shall not, Sublessee shall not transfereither voluntarily or by operation of law, assign, sublettransfer, mortgage, pledge, hypothecate, sellor encumber this Lease or any interest therein, change ownership or otherwise divest itself of any or all of its interest in and to nor sublet the Premises or this Sublease any part thereof, or any right or privilege appurtenant thereto, without the written consent of the Lessor first had and obtained, which consent shall not be unreasonably withheld. Any attempted assignment, transfer, mortgage, encumbrance, or subletting without such consent shall be void and shall not permit Sublesseeconstitute a breach of this Lease without the need for notice to Lessee. Lessee shall give Lessor at least ninety (90) day's interest in this Sublease written notice of Lessee's desire to be vested in any third party by operation of law or otherwise. Notwithstanding the foregoing, Sublessee may, subject to Overlandlord's approval as per the Prime Lease, assign this sublease or sublet all or any some portion thereof of the Premises and the date on which Lessee wishes to a parent, subsidiary or affiliated company of Sublessee, or to any resulting entity following a merger or consolidation of Sublessee with another company. A transfer, sale or hypothecation of Sublessee's stock shall not constitute an make such assignment or sublease. In The withholding of Lessor's consent to the event of any assignment or sublet, Sublessee shall not subletting will be relieved deemed to have been reasonable where based upon: (i) the inability of any liability under this sublease and all the provisions of this sublease shall be binding upon the assignee or sub-sublessee to fulfill the Lease terms; (ii) the financial irresponsibility of assignee; (iii) the lack of suitability of assignee's or sublessee. 12. Eminent Domain 's intended use of the Premises; or (aiv) In the event that all intended unlawful or substantially all undesirable use of the Premises are taken by sublessee or made unaccessible under assignee. If Lessor's consent to the power assignment or subletting cannot reasonably be withheld, Lessor shall then have a period of eminent domain, 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 entire Premises to terminate this Sublease shall terminate Lease as of the date possession is so taken. If more than twenty percent (20%) specified by Lessee, in which event Lessee will be relieved of Premises are taken, Sublessee shall have the right to terminate this Sublease. If this Sublease is terminated, all rents shall be paid up to the date of possession of the Premises by public authority, and Sublessor shall make an equitable refund of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that the rent shall be reduced in the same proportion future obligations hereunder as the square footage of the Premises taken bears to the square footage of the Premises immediately prior to such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether for the whole or a part portions of the Premises, shall belong or (ii) to and be permit Lessee to make such assignment or sublease subject to the property of Sublessor (or Overlandlord as determined under the Prime Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13.following:

Assignments and Subletting. Except as otherwise permitted below(a)Tenant, Sublessee for itself, its legal representatives, successors and assigns, covenants that it shall not transfer, assign, subletmortgage or encumber this Lease, hypothecatenor underlet, sell, change ownership or otherwise divest itself of any suffer or all of its interest in and to permit the Premises or this Sublease and any part thereof to be used or occupied by others, without the prior written consent of Owner in each instance, which consent shall not permit Sublessee's interest in 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%). If this Sublease Lease be assigned, or if the Premises or any part thereof 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 the Rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the 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 vested performed. The consent by Owner to an assignment or underletting shall not in any third party by operation way be construed to relieve Tenant from obtaining the express consent in writing of law Owner to any further assignment or otherwiseunderletting. Notwithstanding the foregoing, Sublessee may, subject to Overlandlord's approval as per the Prime Lease, In no event shall any permitted subtenant assign this or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to a parentbe used or occupied by others, subsidiary or affiliated company of Sublessee, or to any resulting entity following a merger or consolidation of Sublessee with another companywithout Owner's prior written consent in each instance. A transfermodification, sale amendment or hypothecation extension of Sublessee's stock shall not constitute an assignment or sublease. In the event of any assignment or sublet, Sublessee shall not be relieved of any liability under this sublease and all the provisions of this a sublease shall be binding upon deemed a sublease. Not withstanding anything contained herein to the assignee contrary, a transfer (including any issuance of stock, partnership or sub-sublessee. 12. Eminent Domain other equity interests) of an aggregate of fifty (a50%) In the event that all percent or substantially all more of the Premises are taken equity interests in Tenant by any party or made unaccessible under the power parties in interest (whether in a single or a series of eminent domain, this Sublease shall terminate as of the date possession is so taken. If more than twenty percent (20%transactions) of Premises are taken, Sublessee shall have the right to terminate this Sublease. If this Sublease is terminated, all rents shall be paid up to the date of possession of the Premises by public authority, and Sublessor shall make deemed an equitable refund of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination assignment of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that Lease requiring the rent shall be reduced in the same proportion as the square footage consent of the Premises taken bears to the square footage of the Premises immediately prior to such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether for the whole or a part of the Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13Owner.

Assignments and Subletting. Except as otherwise permitted below(a)Tenant, Sublessee for itself, its legal representatives, successors and assigns, covenants that it shall not transfer, assign, subletmortgage or encumber this Lease, hypothecatenor underlet, sell, change ownership or otherwise divest itself of any suffer or all of its interest in and to permit the Premises or this Sublease and any part thereof to be used or occupied by others, without the prior written consent of Owner in each instance, which consent shall not permit Sublessee's interest in 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%). If this Sublease Lease be assigned, or if the Premises or any part thereof 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 the Rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the 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 vested performed. The consent by Owner to an assignment or underletting shall not in any third party by operation way be construed to relieve Tenant from obtaining the express consent in writing of law Owner to any further assignment or otherwiseunderletting. Notwithstanding the foregoing, Sublessee may, subject to Overlandlord's approval as per the Prime Lease, In no event shall any permitted subtenant assign this or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to a parentbe used or occupied by others, subsidiary or affiliated company of Sublessee, or to any resulting entity following a merger or consolidation of Sublessee with another companywithout Owner's prior written consent in each instance. A transfermodification, sale amendment or hypothecation extension of Sublessee's stock shall not constitute an assignment or sublease. In the event of any assignment or sublet, Sublessee shall not be relieved of any liability under this sublease and all the provisions of this a sublease shall be binding upon deemed a sublease. Notwithstanding anything contained herein to the assignee contrary, a transfer (including any issuance of stock, partnership or sub-sublessee. 12. Eminent Domain other equity interests) of an aggregate of fifty (a50%) In the event that all percent or substantially all more of the Premises are taken equity interests in Tenant by any party or made unaccessible under the power parties in interest (whether in a single or a series of eminent domain, this Sublease shall terminate as of the date possession is so taken. If more than twenty percent (20%transactions) of Premises are taken, Sublessee shall have the right to terminate this Sublease. If this Sublease is terminated, all rents shall be paid up to the date of possession of the Premises by public authority, and Sublessor shall make deemed an equitable refund of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination assignment of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that Lease requiring the rent shall be reduced in the same proportion as the square footage consent of the Premises taken bears to the square footage of the Premises immediately prior to such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether for the whole or a part of the Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13Owner.

Assignments and Subletting. Except as otherwise permitted belowTenant shall not, Sublessee shall not transfervoluntarily or by operation of law, assign, sublet, hypothecate, sell, change ownership transfer or otherwise divest itself of any or all of encumber its interest under this Lease or in and to the Premises or this Sublease and shall not permit Sublessee's interest in this Sublease to be vested in any third party by operation of law or otherwise. Notwithstanding the foregoing, Sublessee may, subject to Overlandlord's approval as per the Prime Lease, assign this nor sublease or sublet all or any part of the premises or allow any other person or entity (except Tenant's employees, agents and invitees) to occupy or use all or any part of the premises without the prior written consent of Landlord. If the assignment or subletting is at a higher rent than Tenant is paying Landlord for the assigned or sublet portion thereof to a parent, subsidiary of the Premises then the Tenant shall pay Landlord seventy-five (75% of the difference as received. All costs of assigning or affiliated company of Sublessee, or to any resulting entity following a merger or consolidation of Sublessee with another companysubletting shall be borne by Tenant. A transfer, sale or hypothecation of Sublessee's stock Any consent by Landlord shall not constitute an assignment release Tenant from liability hereunder, and a consent to one assignment, subletting, occupation or sublease. In the event of any assignment or sublet, Sublessee use shall not be relieved deemed a consent to any subsequent assignment, subletting, occupation or use. 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 any liability Landlord, constitute a default under this sublease Lease. Tenant immediately and irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all the provisions rent from any subletting of this sublease shall be binding upon the assignee or sub-sublessee. 12. Eminent Domain (a) In the event that all or substantially all a part of the Premises are taken as permitted by this Lease, and Landlord, as assignee and as attorney-in-fact for Tenant, or made unaccessible 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 power occurrence of eminent domainan act of default by Tenant, this Sublease shall terminate as of the date possession is so taken. If more than twenty percent (20%) of Premises are taken, Sublessee Tenant shall have the right to terminate this Sublease. If this Sublease is terminated, all rents shall be paid up to the date of possession of the Premises by public authority, and Sublessor shall make an equitable refund of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that the rent shall be reduced in the same proportion as the square footage of the Premises taken bears to the square footage of the Premises immediately prior to collect such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether for the whole or a part of the Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13rent.

Assignments and Subletting. Except as otherwise permitted belowin this Section, Sublessee Tenant shall not transfervoluntarily, assigninvoluntarily or by operation of law, sublet, hypothecate, sell, change ownership assign or in any manner transfer or otherwise divest itself of encumber this Lease or any estate, interest, or all of its interest in and to benefit therein, or sublet the Premises or this Sublease and 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 permit Sublessee's 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 Sublease 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 vested 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 third party by operation of law such assignment or otherwisesubletting 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 at a rent less than that provided for herein. Notwithstanding the foregoing, Sublessee may, subject to Overlandlord's approval as per the Prime Lease, Tenant may assign this sublease Lease or sublet all or any portion thereof the whole of the Premises to a parentlegal entity which is either (i) the successor, subsidiary or affiliated company of Sublessee, or to any resulting entity following a by merger or consolidation of Sublessee with another company. A transferotherwise, sale or hypothecation of Sublessee's stock shall not constitute an assignment or sublease. In the event of any assignment or sublet, Sublessee shall not be relieved of any liability under this sublease and all the provisions of this sublease shall be binding upon the assignee or sub-sublessee. 12. Eminent Domain (a) In the event that 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 Premises following conditions are taken or made unaccessible under the power of eminent domain, this Sublease shall terminate as of the date possession is so taken. If more than twenty percent (20%) of Premises are taken, Sublessee shall have the right to terminate this Sublease. If this Sublease is terminated, all rents shall be paid up to the date of possession of the Premises by public authority, and Sublessor shall make an equitable refund of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that the rent shall be reduced in the same proportion as the square footage of the Premises taken bears to the square footage of the Premises immediately prior to such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether for the whole or a part of the Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13.satisfied:

Assignments and Subletting. Except as otherwise permitted belowTenant will not assign this Lease, Sublessee in whole or in part, nor sublet all or any part of the Premises, nor license concessions or lease departments therein, nor shall not transfer, assign, sublet, hypothecate, sell, change ownership or otherwise divest itself any assignment of any or all of its interest in and to the Premises or this Sublease and shall not permit Sublessee's interest in this Sublease to Lease be vested in any third party effected by operation of law or otherwisein any other manner without first obtaining the written consent of Landlord. Notwithstanding Consent by Landlord to any assignment or subletting shall not constitute a waiver of the foregoing, Sublessee may, subject requirement for such consent to Overlandlord's approval as per the Prime any subsequent assignment or subletting. No consent by Landlord to any assignment or sublease by Tenant shall relieve Tenant of any obligations of Tenant under this Lease, assign 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 or sublet all to, or any portion thereof to a parentrecognition of any assignee, subsidiary subtenant or affiliated company of Sublesseetransferee, 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 resulting entity following 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 pay the excess to Landlord. If Tenant is a corporation, the filing of Articles of Transfer or Articles of Merger with the State Department of Assessments and Taxation, or the failure to do so when Tenant would otherwise be so legally required, or any merger, consolidation, or other 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 Sublessee with another companyTenant's business to a financially qualified entity. A transfer, sale or hypothecation of Sublessee's stock shall not constitute an assignment or sublease. In Notwithstanding the event of any assignment or sublet, Sublessee shall not be relieved of any liability under this sublease and all the other provisions of this sublease shall be binding upon Section, Landlord acknowledges that Tenant is a holding company for the assignee or sub-sublesseeBank, a Maryland state chartered commercial bank in the process of organization. 12. Eminent Domain (a) In Landlord agrees that Tenant may, without further approval of Landlord assign the event that all or substantially all of the Premises are taken or made unaccessible under the power of eminent domain, this Sublease shall terminate as of the date possession is so taken. If more than twenty percent (20%) of Premises are taken, Sublessee shall have the right to terminate this Sublease. If this Sublease is terminated, all rents shall be paid up Lease to the date Bank upon completion of possession its organizational process and the granting of the Premises by public authority, and Sublessor shall make an equitable refund of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that the rent shall be reduced in the same proportion as the square footage of the Premises taken bears to the square footage of the Premises immediately prior to such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether final regulatory approvals for the whole or Bank to begin operations as a part commercial bank. Tenant will provide Landlord notice of the Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13such assignment.

Assignments and Subletting. Except as otherwise permitted belowSubtenant covenants and agrees that neither this Sublease nor the term hereof and leasehold hereby granted, Sublessee shall not transfernor any interest herein or therein, assignwill be assigned, subletmortgaged, hypothecatepledged, sell, change ownership encumbered or otherwise divest itself of any or all of its interest in and to the Premises or this Sublease and shall not permit Sublessee's interest in this Sublease to be vested in any third party transferred, voluntarily, by operation of law or otherwise, and that neither the Subleased Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Subtenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Subtenant, or for any use or purposes other than as permitted hereunder, or be sublet or offered or advertised for subletting without the prior written consent of Sublandlord and Master Landlord, in each instance, which consent shall not be unreasonably withheld, conditioned or delayed with respect to a sublease but which consent may be withheld at Sublandlord’s sole discretion with respect to any assignment. The 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 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, Sublessee may, subject Subtenant shall have the right to Overlandlord's approval as per the Prime Lease, assign this sublease or sublet all or any portion thereof Sublease, upon prior notice to Sublandlord and without obtaining Sublandlord’s consent, to an entity (such entity being a parent, subsidiary or affiliated company of Sublessee, or “Permitted Assignee”) that is a successor to any resulting entity following a merger or consolidation of Sublessee with another company. A transfer, sale or hypothecation of Sublessee's stock shall not constitute an assignment or sublease. In Subtenant in the event of any assignment a merger, consolidation or subletreorganization, Sublessee shall not be relieved or by the purchase of any liability under this sublease and all the provisions of this sublease shall be binding upon the assignee or sub-sublessee. 12. Eminent Domain (a) In the event that all or substantially all of the Premises are taken assets or made unaccessible under the power ownership interests of eminent domainSubtenant, this Sublease shall terminate as provided that such assignee agrees to assume all of the date possession is so taken. If more than twenty percent (20%) terms and conditions of Premises are taken, Sublessee shall have the right to terminate this Sublease. If this Sublease is terminated, all rents shall be paid up to the date of possession of the Premises by public authority, and Sublessor shall make an equitable refund of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that the rent shall be reduced in the same proportion as the square footage of the Premises taken bears to the square footage of the Premises immediately prior to such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether for the whole or a part of the Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13.

Assignments and Subletting. Except as otherwise permitted below68.1. Lessee shall not, Sublessee in any manner, assign or transfer this Lease, or any portion thereof or any interest therein ("Assignment"; for avoidance of doubt, a sublease or termination thereof shall not constitute an Assignment), without the prior written consent of the 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, sublet, hypothecate, sell, change ownership or otherwise divest itself of any or all of its interest in sublease without the consent required by this Section shall be void and shall transfer no rights to the Premises Demised Premises. Consent to one Assignment, subletting, or this Sublease and use, or occupation shall not permit Sublessee's interest in this Sublease be deemed to be vested in a consent to any third party subsequent Assignment, subletting, occupation, or use. This Lease shall K: Open Text New Documents/Leases/CAA 42 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 otherwisethe power to vote, directly or indirectly, the 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 ownership interests of Lessee shall not constitute an Assignment for purposes of this Lease. Notwithstanding the foregoing, Sublessee may, subject neither the City's nor the Board's consent or approval shall be required in connection with an Assignment or sublease to Overlandlord's approval an Affiliate of Lessee approved by City prior to the execution of this Lease (so long as per such Affiliate uses the Prime Lease, assign this sublease or sublet all or any portion thereof to a parent, subsidiary or affiliated company of Sublessee, or to any resulting entity following a merger or consolidation of Sublessee with another company. A transfer, sale or hypothecation of Sublessee's stock shall not constitute an assignment or sublease. In the event of any assignment or sublet, Sublessee shall not be relieved of any liability Demised Premises for uses permitted under this sublease and all the provisions of this sublease shall be binding upon the assignee or sub-sublessee. 12. Eminent Domain (a) In the event that all or substantially all of the Premises are taken or made unaccessible under the power of eminent domain, this Sublease shall terminate as of the date possession is so taken. If more than twenty percent (20%) of Premises are taken, Sublessee shall have the right to terminate this Sublease. If this Sublease is terminated, all rents shall be paid up to the date of possession of the Premises by public authority, and Sublessor shall make an equitable refund of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that the rent shall be reduced in the same proportion as the square footage of the Premises taken bears to the square footage of the Premises immediately prior to such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether for the whole or a part of the Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13).

Assignments and Subletting. Except as otherwise permitted belowTenant shall not, Sublessee shall not transfervoluntarily or by operation of law, assign, sublettransfer, hypothecate, sell, change ownership or otherwise divest itself of any or all of encumber its interest under this Lease or in and to the Premises or this Sublease and shall not permit Sublessee's interest in this Sublease to be vested in any third party by operation of law or otherwise. Notwithstanding the foregoing, Sublessee may, subject to Overlandlord's approval as per the Prime Lease, assign this nor sublease or sublet all or any part of the premises or allow any other person or entity (except Tenant's employees, agents and invitees) to occupy or use all or any part of the premises without the prior written consent of Landlord. If the assignment or subletting is at a higher rent than Tenant is paying Landlord for the assigned or sublet portion thereof to a parent, subsidiary of the Premises then the Tenant shall pay Landlord seventy-five (75%) of the difference as received. All costs of assigning or affiliated company of Sublessee, or to any resulting entity following a merger or consolidation of Sublessee with another companysubletting shall be borne by Tenant. A transfer, sale or hypothecation of Sublessee's stock Any consent by Landlord shall not constitute an assignment release Tenant from liability hereunder, and a consent to one assignment, subletting, occupation or sublease. In the event of any assignment or sublet, Sublessee use shall not be relieved deemed a consent to any subsequent assignment, subletting, occupation or use. 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 any liability Landlord, constitute a default under this sublease Lease. Tenant immediately and irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all the provisions rent from any subletting of this sublease shall be binding upon the assignee or sub-sublessee. 12. Eminent Domain (a) In the event that all or substantially all a part of the Premises are taken as permitted by this Lease, and Landlord, as assignee and as attorney-in-fact for Tenant, or made unaccessible 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 power occurrence of eminent domainan act of default by Tenant, this Sublease shall terminate as of the date possession is so taken. If more than twenty percent (20%) of Premises are taken, Sublessee Tenant shall have the right to terminate this Sublease. If this Sublease is terminated, all rents shall be paid up to the date of possession of the Premises by public authority, and Sublessor shall make an equitable refund of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that the rent shall be reduced in the same proportion as the square footage of the Premises taken bears to the square footage of the Premises immediately prior to collect such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether for the whole or a part of the Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13rent.

Assignments and Subletting. 1401. Except as otherwise permitted belowto an affiliate, Sublessee parent, or subsidiary of Tenant, Tenant shall not transfernot, without the prior consent of the Landlord (and to the extent required by Landlord's Mortgagees, the consent of Landlord's Mortgagees), assign, subletmortgage or pledge this Lease or underlet or sub-lease the Demised Premises, hypothecate, sell, change ownership or otherwise divest itself of any or all of its interest in and to the Premises or this Sublease and shall not permit Sublessee's interest in this Sublease to be vested in any third party by operation of law or otherwise. Notwithstanding the foregoing, Sublessee may, subject to Overlandlord's approval as per the Prime Lease, assign this sublease or sublet all or any portion thereof to a parent, subsidiary or affiliated company of Sublesseepart thereof, or permit any other person, firm or corporation to occupy the Demised Premises, or any resulting entity following a merger or consolidation part thereof, which consent of Sublessee with another company. A transferLandlord (and, sale or hypothecation of Sublessee's stock shall not constitute an assignment or sublease. In the event of any assignment or subletif required, Sublessee its Mortgagees) shall not be relieved of any liability under this sublease and all the provisions unreasonably withheld or delayed. A proposed assignment of this sublease lease respecting only a portion of the Demised Premises shall be binding deemed a "subletting" within the foregoing sentence. Any request for 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 assignee or sub-sublessee. 12. Eminent Domain (a) In the event that all or substantially all date of mailing of such writing by Landlord), to terminate this lease as of the Premises are taken or made unaccessible under last day of the power month next succeeding the month during which Landlord mails such written exercise of eminent domainthis option, and the rights of the parties shall be as if the last day of such month were the date originally set forth in this Sublease shall terminate lease as of the date possession of termination thereof. Anything herein to the contrary notwithstanding, the existing subletting by Tenant of the Greenhouse is so taken. If more than twenty percent (20%) of Premises are takena permitted subletting, Sublessee and Tenant shall have the right during the initial term of this Lease (but not any renewal or extension periods) to terminate this Sublease. If this Sublease is terminated, all rents shall be paid sublet up to the date of possession 50% of the space in the Premises by public authority, in the aggregate (including the Greenhouse) without Landlord's consent so long as the net rental and Sublessor other consideration to be obtained for such subletting is not in excess of the rental paid to Landlord hereunder. Tenant shall make an equitable refund furnish Landlord with a copy of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that the rent shall be reduced in the same proportion as the square footage of the Premises taken bears to the square footage of the Premises immediately prior to such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor agreement pertaining to any public assignment or quasi-public bodysubletting. Notwithstanding anything contained herein, agency any assignment or person, corporate subletting (whether or otherwise, having the power not consented to by Landlord) shall not release Tenant of eminent domain, either any of its obligations under threat or condemnation or while condemnation proceedings are pending, whether for the whole or a part of the Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime this Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13.

Assignments and Subletting. 1401. Except as otherwise permitted belowto an affiliate, Sublessee parent, or subsidiary of Tenant, Tenant shall not transfernot, without the prior consent of the Landlord (and to the extent required by Landlord's Mortgagees, the consent of Landlord's Mortgagees), assign, subletmortgage or pledge this Lease or underlet or sublease the Demised Premises, hypothecate, sell, change ownership or otherwise divest itself of any or all of its interest in and to the Premises or this Sublease and shall not permit Sublessee's interest in this Sublease to be vested in any third party by operation of law or otherwise. Notwithstanding the foregoing, Sublessee may, subject to Overlandlord's approval as per the Prime Lease, assign this sublease or sublet all or any portion thereof to a parent, subsidiary or affiliated company of Sublesseepart thereof, or permit any other person, firm or corporation to occupy the Demised Premises, or any resulting entity following a merger or consolidation part thereof, which consent of Sublessee with another company. A transferLandlord (and, sale or hypothecation of Sublessee's stock shall not constitute an assignment or sublease. In the event of any assignment or subletif required, Sublessee its Mortgagees) shall not be relieved of any liability under this sublease and all the provisions unreasonably withheld or delayed. A proposed assignment of this sublease lease respecting only a portion of the Demised Premises shall be binding upon deemed a "subletting" within the assignee or sub-sublesseeforegoing sentence. 12. Eminent Domain (a) In Anything herein to the event that all or substantially all contrary notwithstanding, the existing subletting by Tenant of the Premises are taken or made unaccessible under the power of eminent domainGreenhouse is a permitted subletting, this Sublease shall terminate as of the date possession is so taken. If more than twenty percent (20%) of Premises are taken, Sublessee and Tenant shall have the right during the term of this Lease (but not any renewal or extension periods) to terminate this Sublease. If this Sublease is terminated, all rents shall be paid sublet up to the date of possession 50% of the space in the Premises by public authority, and Sublessor in the aggregate (including the Greenhouse) without Landlord's consent so long as there is no event of default then existing pursuant to Section 2001. Tenant shall make an equitable refund furnish Landlord with a copy of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that the rent shall be reduced in the same proportion as the square footage of the Premises taken bears to the square footage of the Premises immediately prior to such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor agreement pertaining to any public assignment or quasi-public bodysubletting. Notwithstanding anything contained herein, agency any assignment or person, corporate subletting (whether or otherwise, having the power not consented to by Landlord) shall not release Tenant of eminent domain, either any of its obligations under threat or condemnation or while condemnation proceedings are pending, whether for the whole or a part of the Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime this Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable propertyRULES AND REGULATIONS 1501. 13Intentionally omitted.

Assignments and Subletting. Except as otherwise permitted below, Sublessee shall The Tenant will not transfer, assign, sublet, hypothecate, sell, change ownership or otherwise divest itself of any or all of its interest in and to the Premises or this Sublease and shall not permit Sublessee's interest in this Sublease to be vested in any third party by operation of law or otherwise. Notwithstanding the foregoing, Sublessee may, subject to Overlandlord's approval as per the Prime Lease, assign this sublease or sublet all or any portion thereof to a parent, subsidiary or affiliated company of Sublessee, or to any resulting entity following a merger or consolidation of Sublessee with another company. A transfer, sale or hypothecation of Sublessee's stock shall not constitute an assignment or sublease. In the event of any assignment or sublet, Sublessee shall not be relieved of any liability under this sublease and all the provisions of this sublease shall be binding upon the assignee Lease or sub-sublessee. 12. Eminent Domain (a) In let or part with possession of the event that all whole or substantially all any part of the Premises are taken or made unaccessible under the power of eminent domain, this Sublease shall terminate as of the date possession is so taken. If more than twenty percent (20%) of Premises are taken, Sublessee shall have the right to terminate this Sublease. If this Sublease is terminated, all rents shall be paid up to the date of possession of the Premises by public authority, and Sublessor shall make an equitable refund of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that the rent shall be reduced in the same proportion as the square footage of the Premises taken bears to the square footage of the Premises immediately prior to such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether for the whole or any part of the Term, without a bona fide written offer and without the Landlord's consent. If the Tenant wants the Landlord's consent, it will give the Landlord a true copy of the offer and any information the Landlord may require with regard to the reputation, financial standing, and business of the proposed assignee, sub-tenant, or occupant. Within ten (10) days after the Landlord receives the last of that information, or within ten (10) days after it receives the request for consent if it has not asked for any information, the Landlord will advise the Tenant that the Landlord: (I) consents; (ii) refuses to consent (with the reasons for such refusal); or r)) wishes, if the request is to assign this Lease or to sub-let or part with possession of the whole Premises, to terminate this Lease or wishes, if the request is to sub-let or part with possession of part of the Premises, shall belong to terminate this Lease with respect to such part If the Landlord consents, then the Tenant may complete its transaction only on the terms set out in the offer and only if it does so within sixty (60) days after it receives the Landlord's consent. If the Landlord wishes to terminate this Lease, in whole or in part, the 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 property Landlord which will be not less than thirty (30) nor more than sixty (60) days after the later of Sublessor (the date the Landlord receives the Tenant's request for consent or Overlandlord the date the Landlord receives the last of the requested information from the Tenant. If the Tenant surrenders only part of the Premises, Rent will xxxxx thereafter proportionately. Despite any such assigning, sub-letting, or parting with possession, the Tenant will remain liable for the Tenant's obligations. If the Landlord gives its consent to an assignment, the Landlord may require the Tenant to obtain the assignee's direct covenant with the Landlord to comply with the Tenant's obligations, as determined under a condition of the Prime Lease) regardless of how denominatedconsent. However, Sublessee shall be entitled to retain The Tenant will not advertise the Premises for assignment or sub-letting except if the Landlord has approved the proposed text. In no event will the rental rate appear in any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13advertisement.

Assignments and Subletting. Except as otherwise permitted below, Sublessee shall may not transfer, assign, sublet, hypothecate, sell, change ownership or otherwise divest itself of any or all of its interest in and to the Premises or this Sublease and shall not permit Sublessee's interest in this Sublease to be vested in any third party by operation of law or otherwise. Notwithstanding the foregoing, Sublessee may, subject to Overlandlord's approval as per the Prime Lease, assign this further sublease or sublet allow any other person to use all or any portion thereof of the Sublease Premises or assign, mortgage, pledge or otherwise encumber all or any of Sublessee’s rights under this Sublease without 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 parentsuccessor by merger, or the purchaser of the stock or substantially all of the assets of Sublessee or to an affiliate or subsidiary or affiliated company of Sublessee, or to any resulting entity following a merger or consolidation of Sublessee with another company. A transfer, sale or hypothecation of Sublessee's stock shall not constitute an assignment or sublease. In the event of any a sublease or an assignment or subletby Sublessee that does not require Sublessor’s consent, Sublessee shall not be relieved provide to Sublessor written notice of any liability under this such sublease and all the provisions of this sublease shall be binding upon the assignee or sub-sublessee. 12. Eminent Domain (a) In the event that all or substantially all of the Premises are taken or made unaccessible under the power of eminent domain, this Sublease shall terminate as of the date possession is so taken. If more than twenty percent (20%) of Premises are taken, Sublessee shall have the right to terminate this Sublease. If this Sublease is terminated, all rents shall be paid up to the date of possession of the Premises by public authority, and Sublessor shall make an equitable refund of any rent paid by Sublessee in advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that the rent shall be reduced in the same proportion as the square footage of the Premises taken bears to the square footage of the Premises immediately prior to such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether for the whole or a part of the Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13assignment.

Assignments and Subletting. Except as otherwise permitted below, Sublessee Tenant shall not transfer, assign, sublet, hypothecate, sell, change ownership mortgage or otherwise divest itself of any or all of its interest in and to the Premises or encumber this Sublease and shall not permit Sublessee's interest in this Sublease to be vested in any third party by operation of law or otherwise. Notwithstanding the foregoing, Sublessee may, subject to Overlandlord's approval as per the Prime Lease, assign this sublease in whole or in part, or sublet all or any portion of the Demised Premises or assign this Lease or any part thereof to a parentwithout the prior written consent of the Landlord, subsidiary or affiliated company of Sublessee, or to any resulting entity following a merger or consolidation of Sublessee with another company. A transfer, sale or hypothecation of Sublessee's stock shall not constitute an assignment or sublease. In the event of any assignment or sublet, Sublessee which shall not be relieved unreasonably withheld or delayed. The Landlord shall be entitled to consider all factors which it deems relevant to any requested consent to subletting or assignment, including, but not limited to, the following: (a) the financial 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 warehousing, distribution or light manufacturing uses, and (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 occupant (as hereinafter defined) of the Building or Complex (of which the Demised Premises is a part), unless no other space in the four buildings owned by Landlord, or related entity to Landlord, in the complex is available. If such consent be obtained then, such subletting or assignment, as the case may be, shall be subject to and conditioned upon the following: (i) at the time of any liability such proposed subletting or assignment, Tenant shall not be in default under this sublease and all any of the terms, provisions or conditions of this sublease 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 binding upon the deemed additional rent; (iv) Tenant and its assignee or sub-sublessee. 12. Eminent Domain 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 of which: (a1) In in 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 event that all or substantially Security Deposit hereunder, and the assignee will accept said assignment and assume and agree to perform, directly for the benefit of Landlord, all of the Premises are taken terms, covenants and conditions of this Lease on Tenant's part to be performed hereunder; or made unaccessible (2) in case of a subletting, the sublease and the sub-Tenant's interest therein will in all respects be subject and subordinate to all of the terms, covenants and conditions of the Lease and the sub-Tenant thereunder will agree to 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 power terms of eminent domainthis Paragraph, both Tenant and its guarantor, if any, will acknowledge that, notwithstanding such assignment or sublease and the consent of Landlord thereto, both Tenant, and its guarantor, if any, will not be released or discharged from any liability whatsoever under this Sublease Lease and will continue to be fully liable thereon. The consent by Landlord to any assignment or subletting shall terminate as not constitute a waiver of the date possession is so takennecessity of such consent to any subsequent assignment or subletting. If more than twenty percent (20%) This prohibition against any assignment or subletting shall be construed to include a prohibition against any assignment or subletting by operation of Premises are taken, Sublessee shall have the right to terminate this Subleaselaw. If this Sublease is terminatedLease be assigned or if the Demised Premises or any part thereof be occupied by anybody other than Tenant, all rents 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 paid up to the date of possession deemed waiver of the Premises provisions of the acceptance of the assignee, sub-Tenant or occupant as Tenant, or as a release of Tenant from the further performance by public authorityTenant of the provisions on its part to 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 Sublessor shall make an equitable refund of if at any rent paid by Sublessee in advance and not yet earned. (b) In time during the event that any taking under the power of eminent domain does not result in the termination term of this Sublease 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, this Sublease shall remain all the outstanding voting stock of which is listed on a national securities exchange (as defined in full force and effectthe Securities Exchange Act of 1934, except as amended). For the purposes hereof, an Affiliate means a corporation or other business entity that the rent directly or indirectly controls, is controlled by, or is under common control with such occupant. Tenant shall be reduced in the same proportion as the square footage permitted to assign this Lease without Landlord's approval to any subsidiary company of the Premises taken bears to the square footage of the Premises immediately prior to Tenant provided such taking. (c) All consideration or damages awarded for any taking assignment does not release Tenant from obligations under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether for the whole or a part of the Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime Lease) regardless of how denominated. However, Sublessee shall be entitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13.