Common use of Conditions of Assignment Clause in Contracts

Conditions of Assignment. If Lessee desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premises, it must so notify Lessor at least thirty days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereof.

Conditions of Assignment. If Except for an assignment or sublease not requiring Lessor's prior approval as described in Paragraph 9.02 above, if Lessee desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premisesleased premises, it must shall so notify Lessor at least thirty days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must shall provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen (15) days after Lessor’s 's receipt of Lessee’s 's proposed assignment or of sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: shall have the following options: (i1) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; : or (ii2) refuse refuse, in its sole and absolute discretion and judgment, to consent to the proposed assignment or sublease, which refusal is shall be deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises leased premises are then assigned or sublet, Lessor, Lessor in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease, and Lessor shall have a security interest in all properties on the leased premises to secure payment of such sums. Lessee agrees that any Any collection directly by Lessor from the assignee or sublessee is shall not intended be construed to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereof.

Conditions of Assignment. If Lessee desires In order to assign or sublet all or any part induce REDC to consent to the assignment of the Leased Premises or grant any licenseGrants as set forth herein, concession or Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other right of occupancy of any portion and REDC: (a) Prior to the date that this Assignment is entered into, REDC has made payments of the Leased Premises, it must so notify Lessor at least thirty days Grants directly to Assignee in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, eitherfollowing amounts: (i) consent the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amounts. (b) Assignor hereby directs that REDC make all future payments of the Grants that are payable under the terms and conditions of the Agreement directly to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent Assignee at such time as such amounts are due and payable under the Agreement. (c) Assignee shall be jointly and severally liable to REDC for any repayment of the Grants (or any portion thereof) that is required under the terms of the Agreement, together with any interest accrued thereon pursuant to the terms of the Agreement. (d) The payment of the Grants (or portions thereof) by any assignee or sublessee under REDC, and Assignee’s rights to receive and use the same, are subject to all terms and conditions of the Agreement (including but not limited to the satisfaction of all conditions precedent to any such permitted assignment or sublease payment). (or a combination e) Assignee’s right to receive payment of the rent payable under such assignment or sublease plus any bonus Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining to the Agreement and the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee or any other consideration or any payment incident theretoparty, and (iii) exceeds have been paid in full by REDC and received by Assignor (or, in the rent payable under this Lease for such spacecase of the City Fee Grant, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof paid by Lessee; or (ii) refuse to consent REDC to the proposed assignment or sublease, which refusal is deemed City on Assignor’s behalf) prior to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence date of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofAssignment.

Conditions of Assignment. If Lessee Tenant desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premises, it must shall so notify Lessor Landlord at least thirty (30) days in advance of the date on which Lessee Tenant desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must Tenant shall provide Lessor Landlord with a copy of the proposed assignment or sublease and such information as Lessor Landlord might reasonably request concerning the proposed sublessee or assignee to allow Lessor Landlord to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen seven (7) business days after Lessor’s Landlord's receipt of Lessee’s Tenant's proposed assignment or sublease and all required information concerning the proposed sublessee sublease or assignee, Lessor may, in its sole and absolute discretion, either: Landlord shall have the following options: (i1) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee Tenant shall pay to Lessor all Landlord one-half (1/2) of such excess rent and other excess consideration within ten (10) days following receipt thereof by LesseeTenant; or (ii2) refuse refuse, subject to the limitations set forth in Section 9.2 above, to consent to the proposed assignment or sublease, which refusal is shall be deemed to have been exercised unless Lessor Landlord gives Lessee Tenant written notice providing otherwise. Landlord shall, upon Tenant's request, provide the reasons for any refusal. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, LessorLandlord, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee Tenant by reason of the assignment or sublease. Lessee agrees that any Any collection directly by Lessor Landlord from the assignee or sublessee is shall not intended be construed to constitute a novation or a release of Lessee Tenant or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereof.

Conditions of Assignment. If Lessee desires An assignment will only be effective: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to assign the Agent) that the New Lender will assume the same obligations to the Borrowers and the other Finance Parties as it would have been under if it was an Original Lender; (b) on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Existing Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or sublet all or any part notice requirements; (c) if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall take effect in respect of the Leased Premises or grant any license, concession same fraction of each such Utilisation; (d) on the performance by the Agent of all “know your customer” or other right checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of occupancy which the Agent shall promptly notify to the Lender and the New Lender; (e) if that Existing Lender assigns equal fractions of its Commitment and participation in the Loan and each Utilisation (if any) under the relevant Facility; and (f) if such assignment is accepted by the Parent and the New Lender confirms to the Borrowers and the Agent that, at the time of the assignment, it has no knowledge of any portion circumstance which may lead to such New Lender making any claims in respect of clauses 13 (Tax Gross-Up and Indemnities) and/or 14 (Increased Costs). Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the Leased Premises, it must so notify Lessor at least thirty days requisite Lender or Lenders in advance of accordance with the Finance Documents on or prior to the date on which Lessee desires to make such the assignment or sublease; provided, however, Lessee becomes effective in accordance with the Finance Documents and that it is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as bound by that decision to the financial condition, reputation, operations and general desirability of same extent as the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to Existing Lender would have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute had it remained a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofLender.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premises, it must so notify Lessor at least thirty days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or of sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute reasonable discretion, either: (i) cancel this Lease as to (a) the Leased Premises or (b) that portion thereof proposed to be assigned or sublet at Lessor’s option; (ii) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole reasonable discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident theretothereto that relates to the subject space or this Lease) exceeds the rent payable under this Lease for such spacespace plus all costs reasonably incurred by Lessee in negotiating the transaction and preparing the space for the assignee or sublessee, Lessee shall pay to Lessor 50% of all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; Lessee or (iiiii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of defaultEvent Of Default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-non refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, expenses incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, up to a maximum of an additional $500.00, are the responsibility of Lessee and must be paid by Lessee within five live (5) days of demand for payment thereof.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premises, it must so notify Lessor at least thirty days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior (a) The written consent of Lessor. Lessee must provide Lessor with the Borrower is required for an assignment by an Existing Lender, unless the assignment is to another Existing Lender or an Affiliate of a copy Existing Lender or an Event of Default is continuing. (b) The consent of the proposed Borrower to an assignment must not be unreasonably withheld or sublease and such information as Lessor might reasonably request concerning delayed. The Borrower will be deemed to have given its consent five Business Days after the proposed sublessee or assignee to allow Lessor to make informed judgments as to Existing Lender has requested it unless consent is expressly refused by the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed Borrower within that time. (c) An assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: will only be effective on: (i) consent receipt by the Lender of written confirmation from the New Lender that the New Lender will assume the same obligations to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, other Finance Parties as it would have been under if it was an Original Lender; and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse performance of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to consent such assignment to a New Lender. (d) If: (i) a Lender assigns any of its rights or obligations under the proposed assignment Finance Documents or sublease, which refusal is deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon changes its Facility Office; and (ii) as a result of circumstances existing at the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of date the assignment or sublease. Lessee agrees that any collection directly by Lessor from change occurs, an Obligor would be obliged to make a payment to the assignee New Lender or sublessee Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment or change had not intended to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of occurred. (e) If, following any assignment or subleasein accordance with this Clause 23, Lessee must deliver there shall be more than one Lender, the term “Lender” shall be read as being a reference to Lessor a non-refundable fee of $500.00 all such lenders. All decisions to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required be made by the requested assignment or subleaseLender under any of the Finance Documents shall, are unless agreed otherwise, require the responsibility unanimous consent of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofall the lenders.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premises, it must so notify Lessor at least thirty days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee This Assignment Agreement is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as made subject to the financial conditionfollowing conditions: (a) LESSEE hereby agrees to be bound by and to comply with all applicable terms, reputation, operations conditions and general desirability limitations with respect to the Rights under the Assigned Provisions of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or subleaseSupport Agreement including, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretionwithout limitation, and, if the rent due Clauses 16.9 and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent 18.5 thereof and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent Clauses 12 and 13 of the G.T.A. including, without limitation, Clauses 12.5 and 12.6 thereof (copies of which are attached hereto), with respect to the proposed assignment exercise of any of the Rights and to be bound by the covenants of the “Buyer” in the Assigned Provisions to the same extent as if LESSEE had been named “Buyer” of the Aircraft under the Purchase Agreement. (b) Nothing contained herein shall subject AIRBUS to any liability or subleaseadditional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement, which refusal the G.T.A. and the Support Agreement or, except to the extent set forth in section 3(c) below, modify in any respect whatsoever its contractual rights under the said agreements. (c) So long as the Lease Agreement is deemed in full force and effect, LESSEE and not ILFC will be responsible for compliance with the Assigned Provisions of (i) the Support Agreement including, without limitation, Clauses 16.9 and 18.5 thereof and (ii) Clauses 12 and 13 of the G.T.A. including, without limitation, Clauses 12.5 and 12.6 thereof, with respect to the Aircraft. Upon termination of the Lease Agreement and/or upon definitive repossession of the Aircraft by ILFC, and provided that ILFC shall have been exercised unless Lessor gives Lessee furnished AIRBUS with written notice providing otherwise. Upon the occurrence of an event of defaultthereof, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided ILFC shall once again be bound by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs such clauses with respect thereto. In addition, all legal fees to the rights and expenses, not to exceed $1,000, incurred benefits described in section 2 above received by Lessor ILFC in connection with the review Aircraft. (d) Other than with respect to the obligations assumed by Lessor LESSEE under this Assignment Agreement as set forth in sections 3(a) and 3(c) above, ILFC shall remain fully bound by all provisions of Lessee’s requested assignment or sublease together with any legal fees the Purchase Agreement, the G.T.A. and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofSupport Agreement.

Conditions of Assignment. If Lessee Tenant desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premisesto an unaffiliated entity, it must shall so notify Lessor Landlord at least thirty (30) days in advance of the date on which Lessee Tenant desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must Tenant shall provide Lessor Landlord with a copy of the proposed assignment or sublease and such information as Lessor Landlord might reasonably request concerning the proposed sublessee or assignee to allow Lessor Landlord to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen (15) days after LessorLandlord’s receipt of LesseeTenant’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, eitherLandlord shall have the following options: (ia) cancel this Lease as to the Leased Premises or portion thereof proposed to be assigned or sublet; (b) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (sublease, or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) thereto after Tenant first recoups its out of pocket leasing costs in connection with the assignment or sublease, exceeds the rent Rent payable under this the Lease for such space, Lessee Tenant shall pay to Lessor Landlord fifty percent (50%) of all such excess rent and other excess consideration within ten (10) days following receipt thereof by Lessee; Tenant, or (iic) refuse refuse, in its sole and absolute discretion and judgment, to consent to the proposed assignment or sublease, which refusal is shall be deemed to have been exercised unless Lessor Landlord gives Lessee Tenant written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, LessorLandlord, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents rent becoming due to Lessee Tenant by reason of the assignment or sublease, and Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such sums. Lessee agrees that any Any collection directly by Lessor Landlord from the assignee or sublessee is shall not intended be construed to constitute a novation or a release of Lessee Tenant or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereof.

Conditions of Assignment. If Lessee Tenant desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premises, it must shall so notify Lessor Landlord at least thirty (30) days in advance of the date on which Lessee Tenant desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must Tenant shall provide Lessor Landlord with a copy of the proposed assignment or sublease and such information as Lessor Landlord might reasonably request concerning the proposed sublessee or assignee to allow Lessor Landlord to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen (15) days after Lessor’s Landlord's receipt of Lessee’s Tenant's proposed assignment or sublease and all required information concerning the proposed sublessee sublease or assignee, Lessor may, in its sole and absolute discretion, either: Landlord shall have the following options: (i1) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee Tenant shall pay to Lessor Landlord all such excess rent and other excess consideration within ten (10) days following receipt thereof by LesseeTenant; or (ii2) refuse refuse, with reasonable judgement, to consent to the proposed assignment or sublease, which refusal is shall be deemed to have been exercised unless Lessor Landlord gives Lessee Tenant written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, LessorLandlord, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee Tenant by reason of the assignment or sublease, and Landlord shall have a security interest in all properties on the Premises to secure payment of such sums. Lessee agrees that any Any collection directly by Lessor Landlord from the assignee or sublessee is shall not intended be construed to constitute a novation or a release of Lessee Tenant or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereof.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part (a) The consent of the Leased Premises Borrowers is required for an assignment by a Lender unless: (i) the assignment is to another Lender, an Affiliate of a Lender or grant to any licenseof Nordea Bank Abp, concession filial i Norge, ABN AMRO Bank N.V. or BNP Paribas; (ii) an Event of Default is continuing; or (iii) a Change of Control has occurred without the consent of the Lenders. The Agent will immediately advise the Borrowers of any assignment pursuant to this paragraph (a). (b) The Borrowers’ consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that time. (c) An assignment will only be effective: (i) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrowers and the other Finance Parties as it would have been under if it was an Original Lender; (ii) on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements; (iii) if an assignment takes effect after there has been the Utilisation, the assignment of an Existing Xxxxxx’s participation in the Utilisations (if any) under the Facility shall take effect in respect of the same fraction of each such Utilisation; (iv) on the performance by the Agent of all “know your customer” or other right checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of occupancy which the Agent shall promptly notify to the Lender and the New Lender; (v) if that Existing Lender assigns equal fractions of its Commitment and participation in a Loan and a Utilisation (if any) under a Facility; (vi) if a relevant assignment or transfer has been approved by the Agent; and (vii) if the Agent has received confirmation to its satisfaction that no Insolvency Event has occurred in relation to either the Existing Lender or the New Lender. (d) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any portion amendment or waiver that has been approved by or on behalf of the Leased Premises, it must so notify Lessor at least thirty days requisite Lender or Lenders in advance of accordance with the Finance Documents on or prior to the date on which Lessee desires to make such the assignment or sublease; provided, however, Lessee becomes effective in accordance with the Finance Documents and that it is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as bound by that decision to the financial condition, reputation, operations and general desirability of same extent as the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to Existing Lender would have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute had it remained a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofLender.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part 32.2.1 The consent of the Leased Premises Borrower is required for an assignment by a Lender, unless the assignment is to another Lender or grant an Affiliate of a Lender or an Event of Default is continuing. The Agent will immediately advise the Borrower of the assignment. 32.2.2 The Borrower’s consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that time. The Borrower shall not be entitled to refuse or withhold consent solely because an assignment may result in an increase to the Mandatory Cost. 32.2.3 An assignment will only be effective: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrower and the other Finance Parties as it would have been under if it was an Original Lender; (b) on the New Lender entering into any licensedocumentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, concession in relation to such Security Documents, completing any filing, registration or notice requirements; (c) if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall take effect in respect of the same fraction of each such Utilisation; (d) on the performance by the Agent of all “know your customer” or other right checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of occupancy which the Agent shall promptly notify to the Lender and the New Lender; (e) if that Existing Lender assigns equal fractions of its Commitment and participation in the Loan and each Utilisation (if any) under the Facility; (f) if it is for a minimum amount of $20,000,000; (g) if a relevant assignment or transfer has been approved by the Agent; (h) if the Agent has received confirmation to its satisfaction that no Insolvency Event has occurred in relation to either the Existing Lender or the New Lender; and (i) no Event of Default has occurred. 32.2.4 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any portion amendment or waiver that has been approved by or on behalf of the Leased Premises, it must so notify Lessor at least thirty days requisite Lender or Lenders in advance of accordance with the Finance Documents on or prior to the date on which Lessee desires to make such the assignment or sublease; provided, however, Lessee becomes effective in accordance with the Finance Documents and that it is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as bound by that decision to the financial condition, reputation, operations and general desirability of same extent as the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to Existing Lender would have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute had it remained a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofLender.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part 33.2.1 The consent of the Leased Premises Borrowers is required for an assignment by a Lender, unless the assignment is to another Lender or grant an Affiliate of a Lender or an Event of Default is continuing. The Agent will immediately advise the Borrowers of the assignment. 33.2.2 The Borrowers’ consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that time. The Borrowers shall not be entitled to refuse or withhold consent solely because an assignment may result in an increase to the Mandatory Cost. 33.2.3 An assignment will only be effective: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrowers and the other Finance Parties as it would have been under if it was an Original Lender; (b) on the New Lender entering into any licensedocumentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, concession in relation to such Security Documents, completing any filing, registration or notice requirements; (c) if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall take effect in respect of the same fraction of each such Utilisation; (d) on the performance by the Agent of all “know your customer” or other right checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of occupancy which the Agent shall promptly notify to the Lender and the New Lender; and (e) if that Existing Lender assigns equal fractions of its Commitment and participation in the Loan and each Utilisation (if any) under the Facility. 33.2.4 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any portion amendment or waiver that has been approved by or on behalf of the Leased Premises, it must so notify Lessor at least thirty days requisite Lender or Lenders in advance of accordance with the Finance Documents on or prior to the date on which Lessee desires to make such the assignment or sublease; provided, however, Lessee becomes effective in accordance with the Finance Documents and that it is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as bound by that decision to the financial condition, reputation, operations and general desirability of same extent as the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to Existing Lender would have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute had it remained a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofLender.

Conditions of Assignment. If Lessee desires An assignment will only be effective: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to assign the Agent) that the New Lender will assume the same obligations to the Borrower and the other Finance Parties as it would have been under if it was an Original Lender; (b) on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Existing Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or sublet all or any part notice requirements; (c) if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall take effect in respect of the Leased Premises or grant any license, concession same fraction of each such Utilisation; (d) on the performance by the Agent of all “know your customer” or other right checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of occupancy which the Agent shall promptly notify to the Lender and the New Lender; (e) if that Existing Lender assigns equal fractions of its Commitment and participation in the Loan and each Utilisation (if any) under the relevant Facility; and (f) if such assignment is accepted by the Parent and the New Lender confirms to the Borrower and the Agent that, at the time of the assignment, it has no knowledge of any portion circumstance which may lead to such New Lender making any claims in respect of Clauses 13 (Tax Gross-Up and Indemnities) and/or 14 (Increased Costs). Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the Leased Premises, it must so notify Lessor at least thirty days requisite Lender or Lenders in advance of accordance with the Finance Documents on or prior to the date on which Lessee desires to make such the assignment or sublease; provided, however, Lessee becomes effective in accordance with the Finance Documents and that it is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as bound by that decision to the financial condition, reputation, operations and general desirability of same extent as the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to Existing Lender would have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute had it remained a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofLender.

Conditions of Assignment. If Lessee desires An assignment will only be effective: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to assign the Agent) that the New Lender will assume the same obligations to the Borrowers and the other Finance Parties as it would have been under if it was an Original Lender; (b) on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Existing Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or sublet all or any part notice requirements; (c) if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall take effect in respect of the Leased Premises or grant any license, concession same fraction of each such Utilisation; (d) on the performance by the Agent of all “know your customer” or other right checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of occupancy which the Agent shall promptly notify to the Lender and the New Lender; (e) if that Existing Lender assigns equal fractions of its Commitment and participation in the Loan and each Utilisation (if any) under the relevant Facility; and (f) if such assignment is accepted by the Parent and the New Lender confirms to the Borrowers and the Agent that, at the time of the assignment, it has no knowledge of any portion circumstance which may lead to such New Lender making any claims in respect of Clauses 13 (Tax Gross-Up and Indemnities) and/or 14 (Increased Costs). Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the Leased Premises, it must so notify Lessor at least thirty days requisite Lender or Lenders in advance of accordance with the Finance Documents on or prior to the date on which Lessee desires to make such the assignment or sublease; provided, however, Lessee becomes effective in accordance with the Finance Documents and that it is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as bound by that decision to the financial condition, reputation, operations and general desirability of same extent as the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to Existing Lender would have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute had it remained a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofLender.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part (a) The consent of the Leased Premises Borrower is required for an assignment by a Lender, unless (i) the assignment is to another Lender or grant an Affiliate of a Lender or, (ii) if the Lender is a fund, to a fund which is a related fund, or (iii) an Event of Default is continuing. The Agent will immediately advise the Borrower of the assignment. (b) The Borrower's consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that time. (c) An assignment will only be effective: (i) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrower and the other Finance Parties as it would have been under if it was an Original Lender; (ii) on the New Lender entering into any licensedocumentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, concession in relation to such Security Documents, completing any filing, registration or notice requirements; (iii) if an assignment takes effect after Utilisation, the assignment of an Existing Xxxxxx's participation in the Utilisations (if any) under the Facility shall take effect in respect of the same fraction of each such Utilisation; (iv) on the performance by the Agent of all "know your customer" or other right checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of occupancy which the Agent shall promptly notify to the Lender and the New Lender; (v) if that Existing Lender assigns equal fractions of its Commitment and participation in the Facility and each Utilisation (if any) under the Facility; and (vi) if it is for a minimum amount of $20,000,000 (unless the assignment is of all an Existing Xxxxxx's Commitment and all of its participation in the Loan). (d) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any portion amendment or waiver that has been approved by or on behalf of the Leased Premises, it must so notify Lessor at least thirty days requisite Lender or Lenders in advance of accordance with the 166 UK-#396550026-v7 Finance Documents on or prior to the date on which Lessee desires to make such the assignment or sublease; provided, however, Lessee becomes effective in accordance with the Finance Documents and that it is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as bound by that decision to the financial condition, reputation, operations and general desirability of same extent as the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to Existing Lender would have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute had it remained a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofLender.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premisesleased premises, it must shall so notify Lessor at least thirty days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must shall provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s 's receipt of Lessee’s 's proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: shall have the following options: (i1) consent to the proposed assignment or of sublease, pursuant to a Consent Agreement on a form approved by Lessor or (2) refuse, in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse reasonable determination to consent to the proposed assignment or sublease, which refusal is shall be deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part party of the Leased Premises leased premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease lease or provided by law, law may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or of sublease, and Lessor shall have a security interest in all properties on the leased premises to secure payment of such sums. Lessee agrees that any Any collection directly by Lessor from the assignee or sublessee is shall not intended be construed to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereof.

Conditions of Assignment. If Lessee Tenant desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premises, it must shall so notify Lessor Landlord at least thirty (30) days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments the (1) cancel this Lease as to the financial condition, reputation, operations and general desirability of the Premises or portion thereof proposed sublessee to be assign or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: sublet; (i2) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee Tenant shall pay to Lessor Landlord all such excess rent and other excess consideration within ten (10) days following receipt thereof by LesseeTenant; or (ii3) refuse refuse, in its sole and absolute discretion and judgment, to consent to the proposed assignment or sublease, which refusal is shall be deemed to have been exercised unless Lessor Landlord gives Lessee Tenant written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned assig nod or sublet, LessorLandlord, in addition to any other remedies remedy's provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee Tenant by reason of the assignment or sublease, and Landlord shall have a security interest in all properties on the Premises to secure payment of such sums. Lessee agrees that any Any collection directly by Lessor Landlord from the assignee or sublessee is shall not intended be construed to constitute a novation or a release of Lessee Tenant or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereof.

Conditions of Assignment. If Lessee Tenant desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premises, it must shall so notify Lessor Landlord at least thirty seven (7) days in advance of the date on which Lessee Tenant desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must Tenant shall provide Lessor Landlord with a copy of the proposed assignment or sublease and such information as Lessor Landlord might reasonably request concerning the proposed sublessee or assignee to allow Lessor Landlord to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen three (3) days after Lessor’s Landlord's receipt of Lessee’s Tenant's proposed assignment or sublease and all required information concerning the proposed sublessee subleases or assignee, Lessor may, Landlord shall notify Tenant in its sole and absolute discretion, either: (i) consent writing whether it consents to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee . Refusal shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is be deemed to have been exercised unless Lessor Landlord gives Lessee Tenant written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, LessorLandlord, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee Tenant by reason of the assignment or sublease, with any sums collected to be applied to the rent then or next due hereunder. Lessee agrees that any Any collection directly by Lessor Landlord from the assignee or sublessee is shall not intended be construed to constitute a novation or a release of Lessee Tenant or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereof.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part 32.2.1 The consent of the Leased Premises Borrower is required for an assignment by a Lender, unless the assignment is to another Lender or grant an Affiliate of a Lender or an Event of Default is continuing. The Agent will immediately advise the Borrower of the assignment. 32.2.2 The Borrower’s consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that time. The Borrower shall not be entitled to refuse or withhold consent solely because an assignment may result in an increase to the Mandatory Cost. 32.2.3 An assignment will only be effective: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrower and the other Finance Parties as it would have been under if it was an Original Lender; (b) on the New Lender entering into any licensedocumentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, concession in relation to such Security Documents, completing any filing, registration or notice requirements; (c) if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall take effect in respect of the same fraction of each such Utilisation; (d) on the performance by the Agent of all “know your customer” or other right checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of occupancy which the Agent shall promptly notify to the Lender and the New Lender; (e) if that Existing Lender assigns equal fractions of its Commitment and participation in the Loan and each Utilisation (if any) under the Facility; (f) if it is for a minimum amount of $10,000,000 (unless the assignment is of all an Existing Lender’s Commitment and all of its participation in the Loan); (g) if a relevant assignment or transfer has been approved by the Agent; (h) if the Agent has received confirmation to its satisfaction that no Insolvency Event has occurred in relation to either the Existing Lender or the New Lender; and (i) no Event of Default has occurred. 32.2.4 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any portion amendment or waiver that has been approved by or on behalf of the Leased Premises, it must so notify Lessor at least thirty days requisite Lender or Lenders in advance of accordance with the Finance Documents on or prior to the date on which Lessee desires to make such the assignment or sublease; provided, however, Lessee becomes effective in accordance with the Finance Documents and that it is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as bound by that decision to the financial condition, reputation, operations and general desirability of same extent as the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to Existing Lender would have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute had it remained a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofLender.

Conditions of Assignment. Any Assignment by Tenant is subject to the following: (i) The terms of this Lease; (ii) The continuing liability of Tenant for all Lease obligations; (iii) If Lessee desires to assign or sublet all or Tenant receives any part consideration under the Assignment in excess of the Leased Premises Base Rent (or grant any license, concession or other right the pro rata share of occupancy Base Rent in the case of any a sublease of a portion of the Leased Premises), it must so notify Lessor at least thirty days in advance then the payment by Tenant to Landlord, as Rent, of fifty percent (50%) of such excess received by Tenant after the date on which Lessee desires payment of reasonable leasing commissions, any necessary improvement allowances granted by Tenant (subject to make such assignment or sublease; providedParagraph 10), however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident theretoactual costs reasonably and necessarily incurred by Tenant in connection with the Assignment, such to be amortized over the Assignment term; (iv) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event a Tenant Default under Paragraph 25(a)(i), the right of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition Landlord to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee Assignee all rents Rent becoming due to Lessee Tenant by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is Assignment, which shall not intended be construed to constitute be a novation or a release of Lessee or any guarantor Tenant from the further performance of its obligations under this Lease; (v) If a Tenant Default exists and Landlord terminates this Lease, the right of Landlord to require such Assignee to attorn to Landlord as if Landlord were the landlord under the sublease; (vi) Landlord’s execution of an Assignment consent form; and (vii) The delivery by Tenant to Landlord, promptly after execution, of an executed copy of the Assignment executed by Tenant and the Assignee. As a condition Notwithstanding any Assignment, Tenant and any guarantor of Tenant’s obligations under the Lease shall at all times remain fully responsible and liable for the payment of the Rent herein specified and for the performance of and compliance with all of the other obligations and duties of the “Tenant” under this Lease (even if future Assignments occur subsequent to Lessor’s review of any the assignment or subleasesubletting by Tenant, Lessee must deliver and regardless of whether or not Tenant’s approval has been obtained for such future Assignments). Any assignee of Tenant’s rights under this Lease shall be deemed to Lessor have assumed each and every of Tenant’s duties, liabilities and obligations hereunder, though Tenant is not thereby released. Lastly, there may be no partial Assignments (other than any sublease that is a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor Permitted Assignment or as is described in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five subparagraph (5e) days of demand for payment thereofbelow).

Conditions of Assignment. If Lessee desires to assign or sublet all or any part of the Leased Premises or grant any licenseleased premises, concession or other right of occupancy of any portion of the Leased Premises, it must Lessee shall so notify Lessor at least thirty fifteen (15) days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must shall provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen ten (10) days after Lessor’s 's receipt of Lessee’s 's proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: shall have the following options: (i1) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii2) refuse to consent to the proposed assignment or sublease, which refusal is shall be deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises leased premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any Any collection directly by Lessor from the assignee or sublessee is shall not intended be construed to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition The terms of this section 9.03 shall not apply to Lessor’s review of any an assignment or sublease, Lessee must deliver subletting to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofRelated Party.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part (a) The consent of the Leased Premises or grant any licenseCompany is required for an assignment by the Lender, concession or other right of occupancy of any portion unless the (i) assignment is to an Affiliate of the Leased Premises, it must so notify Lessor Lender or (ii) if the assignment is made at least thirty days in advance a time when an Event of Default is continuing. (b) The consent of the date on which Lessee desires Company to make an assignment must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent 10 Business Days after the Lender has requested it unless consent is expressly refused by the Company within that time. (c) An assignment will only be effective on: (i) receipt by the Company of written confirmation from the New Lender (in form and substance satisfactory to the Company (acting reasonably)) that the New Lender will assume the same obligations to the other Parties as it would have been under if it was the Lender; and (ii) the Company giving notice to the Lender that such assignment or subleaseproposed New Lender is not: (A) an entity listed by the Office of Foreign Assets Control in the US Department of Treasury as being a Specially Designated National; provided, however, Lessee is permitted to sublet all or any part or (B) otherwise the target of the Leased Premises US Office of Foreign Entity Control sanctions, (a “Designated Person”) such that a United States national would be prohibited under regulations of the Office of Foreign Assets Control from doing business with such proposed New Lender. The Company shall promptly, and in any event within 10 Business Days of being notified of the identity of the proposed New Lender, confirm to Xxxxxxx Opticsthe Lender whether or not such proposed New Lender is a Designated Person and, Inc.if it is a Designated Person, or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment relevant regulation of the Office of Foreign Assets Control or sublease and such information as Lessor might reasonably request concerning other reasonable evidence indicating that the proposed sublessee or assignee to allow Lessor to make informed judgments as New Lender is a Designated Person. If the Company does not confirm to the financial condition, reputation, operations and general desirability of Lender whether or not such proposed New Lender is a Designated Person within 10 Business Days it shall be deemed to have given a notice to the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, Lender in its sole and absolute discretion, either: accordance with this paragraph (ii). (d) If: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in Lender assigns any of its sole discretion, rights under the Finance Documents; and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to consent make a payment to the proposed assignment New Lender under Clause 13 (Tax gross-up and indemnities) or subleaseClause 14 (Increased costs), which refusal then the New Lender is deemed only entitled to receive payment under those Clauses to the same extent as the Lender would have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon if the occurrence of an event of defaultassignment, if all transfer or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is change had not intended to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofoccurred.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premisesleased premises, it must shall so notify Lessor at least thirty days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must shall provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments judgements as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, eithershall have the following options: (i1) consent to the proposed assignment or of sublease, pursuant to a Consent Agreement on a form approved by Lessor or (2) refuse, in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse reasonable determination to consent to the proposed assignment or sublease, which refusal is shall be deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part party of the Leased Premises leased premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease lease or provided by law, law may, at its option, collect directly from the assignee or sublessee all rents becoming due clue to Lessee by reason of the assignment or of sublease, and Lessor shall have a security interest in all properties on the leased premises to secure payment of such sums. Lessee agrees that any Any collection directly by Lessor from the assignee or sublessee is shall not intended be construed to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereof.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part 32.2.1 The consent of the Leased Premises Borrower is required for an assignment by a Lender, unless the assignment is to another Lender or grant any license, concession an Affiliate of a Lender or other right an Event of occupancy of any portion Default is continuing. The Agent will immediately advise the Borrower of the Leased Premises, it must so notify Lessor at least thirty days in advance of the date on which Lessee desires to make such assignment assignment. 32.2.2 The Borrower’s consent may not be unreasonably withheld or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease delayed and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is will be deemed to have been exercised given fifteen Business Days after the Lender has requested consent unless Lessor gives Lessee consent is expressly refused within that time. The Borrower shall not be entitled to refuse or withhold consent solely because an assignment may result in an increase to the Mandatory Cost. 32.2.3 An assignment will only be effective: (a) on receipt by the Agent of written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly confirmation from the assignee or sublessee all rents becoming due New Lender (in form and substance satisfactory to Lessee by reason of the assignment or sublease. Lessee agrees Agent) that any collection directly by Lessor from the assignee or sublessee is not intended New Lender will assume the same obligations to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations Borrower and the other Finance Parties as it would have been under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with if it was an Original Lender; (b) on the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements; (c) if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the relevant Facility shall take effect in respect of the same fraction of each such Utilisation; (d) on the performance by the requested Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment or subleaseto a New Lender, are the responsibility completion of Lessee which the Agent shall promptly notify to the Lender and must be paid by Lessee within five the New Lender; (5e) days if that Existing Lender assigns equal fractions of demand for payment thereof.its Commitment and participation in the Loans and each Utilisation (if any) under the relevant Facility (and that any assignment of its Commitment is on a pro rata basis as between its Facility A Commitment and Facility B Commitment);

Conditions of Assignment. If Lessee desires to assign or sublet all or any part 33.2.1 The consent of the Leased Premises Borrowers is required for an assignment by a Lender, unless the assignment is to another Lender or grant an Affiliate of a Lender or is to a fund set up for the sole purpose of acting as an owning vehicle for a securitisation by the relevant Existing Lender (and where the Existing Lender will continue to assume responsibility for the management of the Commitment which is the subject of such assignment) or an Event of Default is continuing. The Agent will immediately advise the Borrowers of the assignment. 33.2.2 The Borrowers’ consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that time. The Borrowers shall not be entitled to refuse or withhold consent solely because an assignment may result in an increase to the Mandatory Cost. 33.2.3 An assignment will only be effective: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrowers and the other Finance Parties as it would have been under if it was an Original Lender; (b) on the New Lender entering into any licensedocumentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, concession in relation to such Security Documents, completing any filing, registration or notice requirements; (c) if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall take effect in respect of the same fraction of each such Utilisation; (d) on the performance by the Agent of all “know your customer” or other right checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of occupancy which the Agent shall promptly notify to the Lender and the New Lender; (e) if that Existing Lender assigns equal fractions of its Commitment and participation in the Loan and each Utilisation (if any) under the Facility; (f) if it is for a minimum amount of $7,500,000 or, if less, the total outstanding Commitment and participation of that Existing Lender in the Loan; (g) if a relevant assignment or transfer has been approved by the Agent; (h) if the Agent has received confirmation to its satisfaction that no Insolvency Event has occurred in relation to either the Existing Lender or the New Lender; and (i) no Event of Default has occurred. 33.2.4 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any portion amendment or waiver that has been approved by or on behalf of the Leased Premises, it must so notify Lessor at least thirty days requisite Lender or Lenders in advance of accordance with the Finance Documents on or prior to the date on which Lessee desires to make such the assignment or sublease; provided, however, Lessee becomes effective in accordance with the Finance Documents and that it is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as bound by that decision to the financial condition, reputation, operations and general desirability of same extent as the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to Existing Lender would have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute had it remained a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofLender.

Conditions of Assignment. If Lessee desires transfer or sub-participation (a) Subject to assign or sublet all or any part paragraph (b) below, the consent of the Leased Premises Company is not required for an assignment, transfer or grant sub-participation by an Existing Lender provided that the Company must be consulted for a period of five Business Days (or such shorter period as the Parent may agree) as to the identity of the proposed New Lender unless such assignment, transfer or sub-participation is made while an Event of Default is continuing or is to an Existing Lender or an Affiliate of an Existing Lender (in which case no consultation shall be necessary). (b) The consent of the Company is required for an assignment or transfer or sub-participation: (i) made on or prior to the Closing Date, unless such assignment, transfer or sub-participation is pursuant to the syndication strategy determined in accordance with the terms of the Syndication Letter or is to an Existing Lender or an Affiliate of an Existing Lender or unless an Event of Default is continuing; or (ii) by a Defaulting Lender if the Group has credit balances in an account or accounts held with such Defaulting Lender unless such Defaulting Lender irrevocably and unconditionally returns to the Group all cash held with it prior to entering into such assignment, transfer or sub-participation. (c) Prior to the Xxxxxxxxx Upstream Guarantee Date, an Existing Lender shall only be permitted to make an assignment, transfer or sub-participation of its Commitments if it simultaneously assigns, transfers or sub-participates (as the case may be) an equivalent proportion of its Commitments under all the Facilities. (d) An assignment will only be effective on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender. (e) The Agent is not obliged to give effect to any license, concession assignment or transfer until it has performed all “know your customer” or other right of occupancy of checks relating to any portion of the Leased Premises, person that it must so notify Lessor at least thirty days is required to carry out in advance of the date on which Lessee desires relation to make such assignment or sublease; providedtransfer to a New Lender, however, Lessee is permitted to sublet all or any part the completion of which the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as Agent shall promptly notify to the financial condition, reputation, operations Existing Lender and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning New Lender. (f) A transfer will only be effective if the proposed sublessee or assignee, Lessor may, procedure set out in its sole and absolute discretion, either: Clause 25.5 (Procedure for transfer) is complied with. (g) If: (i) consent to a Lender assigns or transfers any of its rights or obligations under the proposed assignment Finance Documents or sublease, pursuant to a Consent Agreement on a form approved by Lessor in changes its sole discretion, Facility Office; and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to consent make a payment to the proposed assignment New Lender or subleaseLender acting through its new Facility Office under Clause 14 (Tax Gross Up and Indemnities) or Clause 15 (Increased Costs), which refusal then the New Lender or Lender acting through its new Facility Office is deemed only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been exercised unless Lessor gives Lessee written notice providing otherwiseif the assignment, transfer or change had not occurred. Upon This paragraph (g) shall not apply (iii) in relation to Clause 14 (Tax Gross Up and Indemnities) to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (a) of Clause 14.6 (HM Revenue & Customs DT Treaty Passport scheme confirmation) if the occurrence Obligor making the payment has not filed a duly completed Form DTTP 2 in respect of an event that Treaty Lender in accordance with paragraph (b) of default, if all or any part of Clause 14.6 (HM Revenue & Customs DT Treaty Passport scheme confirmation) in circumstances where the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute a novation or a release of Lessee or any guarantor from the further performance of Agent has complied with its obligations under this Lease. As Clause 25.6 (Copy of Transfer Certificate or Increase Confirmation to Company); or (iv) to the extent that the payment under Clause 14 (Tax Gross up and indemnities) relates to a condition to Lessor’s review of FATCA Deduction. (h) Following the Syndication Date, any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee transfer (or series of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees transfers which were entered into for the purpose of avoiding the restrictions imposed upon assignments and disbursements incurred in transfers by this paragraph (i) and, when considered together, have the preparation and/or review of any documentation required by the requested same effect as a single assignment or subleasetransfer) by a Lender, are shall be in a minimum aggregate amount of the responsibility lower of: (i) in respect of Lessee Facility A, £5,000,000 and must be paid by Lessee within five the balance of such Lender’s Facility A Commitment; (5ii) days in respect of demand for payment thereofFacility B, $7,500,000 and the balance of such Lender’s Facility B Commitment; (iii) in respect of Facility C, £5,000,000 and the balance of such Lender’s Facility C Commitment; (iv) in respect of Facility D, €6,000,000 and the balance of such Lender’s Facility D Commitment; and (v) in respect of Facility E, £5,000,000 and the balance of such Lender’s Facility E Commitment.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part 32.2.1 The consent of the Leased Premises Borrowers is required for an assignment by a Lender, unless the assignment is to another Lender or grant an Affiliate of a Lender or an Event of Default is continuing. The Agent will immediately advise the Borrowers of the assignment. 32.2.2 The Borrowers’ consent may not be unreasonably withheld or delayed and will be deemed to have been given five Business Days after the Lender has requested consent unless consent is expressly refused within that time. 32.2.3 The consent of the Agent shall also be required for an assignment by a Lender (such consent not to be unreasonably withheld or delayed). 32.2.4 An assignment will only be effective: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrowers and the other Finance Parties as it would have been under if it was an Original Lender; (b) on the New Lender entering into any licensedocumentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, concession in relation to such Security Documents, completing any filing, registration or notice requirements; (c) if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Xxxxxx’s participation in the Utilisations (if any) under the Facility shall take effect in respect of the same fraction of each such Utilisation; (d) if it is in respect of a Commitment and a participation in the Advances and any Utilisation of not less than $10,000,000 (or such other amount as the Agent and the Borrowers may agree); (e) on the New Lender having submitted to the Agent all necessary “know your customer” information and documentation and the performance by the Agent of all “know your customer” or other right checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of occupancy which the Agent shall promptly notify to the Existing Lender and the New Lender; and (f) if that Existing Lender assigns equal fractions of its Commitment and participation in the Advances and each Utilisation (if any) under the Facility. 32.2.5 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any portion amendment or waiver that has been approved by or on behalf of the Leased Premises, it must so notify Lessor at least thirty days requisite Lender or Lenders in advance of accordance with the Finance Documents on or prior to the date on which Lessee desires to make such the assignment or sublease; provided, however, Lessee and/or transfer becomes effective in accordance with the Finance Documents and that it is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as bound by that decision to the financial condition, reputation, operations and general desirability of same extent as the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to Existing Lender would have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute had it remained a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofLender.

Conditions of Assignment. If Lessee Sublessee desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased PremisesPremise, it must shall so notify Lessor Sublessor at least thirty (30) days in advance of the date on which Lessee Sublessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must Sublessee shall provide Lessor Sublessor with a copy of the proposed assignment or sublease and such information as Lessor Sublessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor Sublessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen (15) days after LessorSublessor’s receipt of LesseeSublessee’s proposed assignment or sublease and all required information concerning the proposed sublessee sublease or assignee, Lessor may, in its sole and absolute discretion, eitherSublessor shall have the following options: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretionwhich consent shall not be unreasonably withheld, and, if the rent due and payable by any assignee conditioned or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lesseedelayed; or (ii) refuse refuse, in its reasonable discretion and judgment, to consent to the proposed assignment or sublease, which refusal is shall be deemed to have been exercised unless Lessor Sublessor gives Lessee Sublessee written notice providing otherwise. Upon Notwithstanding the occurrence of an event of defaultforegoing, if all Sublessee shall have the right, without Sublessor’s consent, to sublet the Subleased Premises or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at assign its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations rights under this Lease. As Sublease to Sublessee’s parent company or to a condition to Lessor’s review of any assignment subsidiary or sublease, Lessee must deliver to Lessor affiliate controlled by Sublessee or its parent company (each a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees “Subsidiary”) provided Sublessee provides the notice required above and expenses, not to exceed $1,000, incurred by Lessor in connection with provides such information about the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofentity as Sublessor may reasonably require.

Conditions of Assignment. If All of the following conditions automatically apply to each assignment of this Lease to a Permitted Assignee: (a) Lessee desires must execute, have acknowledged and deliver to assign or sublet Authority and cause the Permitted Assignee to execute, have acknowledged and deliver to Authority, an instrument in form and substance reasonably acceptable to Authority in which: (1) The Lessee assigns this Lease Agreement to the Permitted Assignee and the Permitted Assignee adopts this Lease Agreement and assumes and agrees to perform all or any part of the obligations of Lessee hereunder; and (2) The Permitted Assignee agrees to use and occupy the Leased Premises or grant any license, concession or other right of occupancy of any portion of solely for the Leased Premises, it must so notify Lessor at least thirty days Permitted Uses under Section 2.02 and otherwise in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., strict accordance with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or Agreement. (iib) refuse to consent to the proposed assignment or sublease, which refusal is deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor Authority a non-refundable fee copy of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees instruments executed by Lessee and expenses, not to exceed $1,000, incurred by Lessor the Permitted Assignee in connection with the review by Lessor assignment. (c) Lessee shall pay or cause to be paid to Authority, at the time of Lesseethe execution and delivery of the documents described in Section 13.03(a), Authority’s requested assignment or sublease together with any actual out of pocket reasonable legal fees and disbursements costs incurred in connection with the preparation and/or review assignment. (d) Except as provided in Section 13.02, Lessee and each guarantor of any documentation required by this Lease (each a “Guarantor”) must execute, have acknowledged and deliver to Authority an instrument in which Lessee and each Guarantor agrees that, notwithstanding the requested assignment or subleaseof this Lease Agreement, are Lessee and each Guarantor shall remain directly and primarily liable for the responsibility performance of all the obligations of Lessee hereunder (including, without limitation, the obligation to pay all Lease Payments), and must Authority shall be paid by Lessee within five (5) days permitted to enforce this Lease Agreement against Lessee, or any Guarantor, or the Permitted Assignee, or all of them, without prior demand for payment thereofupon or proceeding in any way against any other Persons.

Conditions of Assignment. 9.03.01 If Lessee desires to assign or sublet all or any part of the Leased Premises or grant any licenseleased premises and Xxxxxx's consent to such assignment shall be required pursuant to Section 9.02, concession or other right of occupancy of any portion of the Leased Premises, it must Lessee shall so notify Lessor at least thirty 15 days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior . Such written consent of Lessor. Lessee must provide Lessor with notice shall be accompanied by a copy of the proposed assignment or sublease and such information as Lessor Xxxxxx might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s Following receipt of Lessee’s proposed assignment or sublease such notice and all required additional information concerning the proposed sublessee or assigneeas Lessor may request, Lessor at its option may, in its sole and absolute discretion, either: : (iA) consent to the proposed assignment or sublease; or (B) refuse, pursuant to after a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination review of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such spaceappropriate documentation, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is . 9.03.02 Lessor shall be deemed to have been exercised consented to the proposed assignment or sublease unless Lessor Xxxxxx gives Lessee Xxxxxx written notice providing otherwise. otherwise within fifteen (15) days after Xxxxxx's receipt of Xxxxxx's notice of the proposed assignment or sublease. 9.03.03 Upon the occurrence of an event of default, if all or any part of the Leased Premises leased premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any Any collection directly by Lessor from the assignee or sublessee is shall not intended be construed to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereof.

Conditions of Assignment. If Lessee desires 32.2.1 The Agent will immediately advise the Borrowers of the assignment. 32.2.2 The prior consent of the Borrowers shall be required for an assignment by a Lender (such consent not to assign be unreasonably withheld or sublet all delayed). The Borrowers' consent however shall not be required if (a) the assignment is to an Affiliate of a Lender or to another Lender or (b) a Default exists at the time of such assignment. 32.2.3 The consent of the Agent shall be required for an assignment by a Lender (such consent not to be unreasonably withheld or delayed). 32.2.4 An assignment will only be effective: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrowers and the other Finance Parties as it would have been under if it was an Original Lender; (b) on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements; (c) if an assignment takes effect after the Utilisation, the assignment of an Existing Lender's participation in the Utilisation under the Facility shall take effect in respect of the same fraction of the Utilisation; (d) if the aggregate amount of the Commitment and participation in the Loan which are the subject of the assignment is no less than $20,000,000, or any part lower amount which is the aggregate Commitment and participation in the Loan of the Leased Premises relevant Existing Lender (or grant any license, concession such other amount as the Agent and the Borrowers may agree); (e) on the New Lender having submitted to the Agent all necessary "know your customer" information and documentation and the performance by the Agent of all "know your customer" or other right checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of occupancy which the Agent shall promptly notify to the Existing Lender and the New Lender; and (f) if that Existing Lender assigns equal fractions of its Commitment and participation in the Loan and the Utilisation (if any) under the Facility. 32.2.5 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any portion amendment or waiver that has been approved by or on behalf of the Leased Premises, it must so notify Lessor at least thirty days requisite Lender or Lenders in advance of accordance with the Finance Documents on or prior to the date on which Lessee desires to make such the assignment or sublease; provided, however, Lessee and/or transfer becomes effective in accordance with the Finance Documents and that it is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as bound by that decision to the financial condition, reputation, operations and general desirability of same extent as the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to Existing Lender would have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute had it remained a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofLender.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part (a) The consent of the Leased Premises or grant any licenseBorrowers is required for an assignment by the Existing Lender, concession or other right of occupancy of any portion of unless the Leased Premises, it must so notify Lessor at least thirty days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: is: (i) to an Affiliate of the Existing Lender; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund; or (iii) made at a time when an Event of Default is continuing. (b) The consent of the Borrowers to an assignment must not be unreasonably withheld. Each Borrower will be deemed to have given its consent 15 Business Days after the Existing Lender has requested it unless consent is expressly refused by that Borrower within that time. (c) If: (i) the Existing Lender assigns any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment or change occurs, a Transaction Obligor would be obliged to make a payment to the proposed New Lender or the Existing Lender acting through its new Facility Office under Clause 13 (Tax Gross Up and Indemnities) or under that Clause as incorporated by reference or in full in any other Finance Document or Clause 14 (Increased Costs), then the New Lender or the Existing Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender would have been if the assignment or subleasechange had not occurred. (d) Each Borrower on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, pursuant to a Consent Agreement on a form approved future or contingent) which the Existing Lender has under or by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination virtue of the rent payable under such assignment Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lxxxxx's title and of any rights or sublease plus equities which any bonus Borrower or any other consideration or any payment incident thereto) exceeds Transaction Obligor had against the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofExisting Lender.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part assignment and transfer by assumption of contract (Vertragsübernahme) (a) The prior written consent of the Leased Premises Borrower is required for an assignment or grant any licensean assignment and transfer by assumption of contract (Vertragsübernahme) by an Existing Lender, concession unless: (i) the assignment or assignment and transfer by assumption of contract (Vertragsübernahme) is to another Lender or an Affiliate of a Lender; or (ii) an Event of Default has occurred and is continuing. (b) In case the assignment or assignment and transfer by assumption of contract (Vertragsübernahme) is to another bank or financial institution, the consent of the Borrower required pursuant to paragraph (a) above must not be unreasonably withheld or delayed. In each case, the Borrower will be deemed to have given its consent ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time. (c) The consent of the Borrower to an assignment or assignment and transfer by assumption of contract (Vertragsübernahme) must not be withheld solely because the assignment or assignment and transfer by assumption of contract (Vertragsübernahme) may result in an increase to the Mandatory Cost. (d) An assignment will be effective on acceptance by the Agent of an otherwise duly completed Assignment Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to the next sentence, as soon as reasonably practicable after receipt by it of a duly completed Assignment Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, accept that Assignment Certificate. The Agent shall only be obliged to accept an Assignment Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other right similar checks under all applicable laws and regulations in relation to the assignment to such New Lender. (e) An assignment and transfer by assumption of occupancy contract (Vertragsübernahme) will only be effective if the procedure set out in Clause 22.5 (Procedure for assignment and transfer by assumption of contract (Vertragsübernahme)) is complied with. (f) If: (i) a Lender assigns or assigns and transfers by assumption of contract (Vertragsübernahme) any portion of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, assignment and transfer by assumption of contract (Vertragsübernahme) or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 13 (Tax gross-up and indemnities) or Clause 14 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, assignment and transfer by assumption of contract (Vertragsübernahme) or change had not occurred. (g) Each New Lender, by executing the relevant Transfer Certificate or Assignment Certificate confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the Leased Premises, it must so notify Lessor at least thirty days requisite Lender or Lenders in advance of accordance with this Agreement on or prior to the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees assignment and transfer by assumption of contract (Vertragsübernahme) becomes effective in accordance with this Agreement and that any collection directly it is bound by Lessor from that decision to the assignee or sublessee is not intended to constitute same extent as the Existing Lender would have been had it remained a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofLender.

Conditions of Assignment. If Lessee desires to assign If: (a) a Lender assigns or sublet all transfers any of its rights or any part obligations under the Finance Documents or changes its Facility Office; and (b) as a result of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premises, it must so notify Lessor circumstances existing at least thirty days in advance of the date on which Lessee desires the assignment, transfer or change occurs, an Obligor would be obliged to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as payment to the financial conditionassignee or Transferee or Lender acting through its new Facility Office under Clause 15 (Increased Costs), reputationthen the assignee or Transferee or Lender acting through its new Facility Office is only entitled to receive payment under that Clause to the same extent as the assignor or Transferor or Lender acting through its previous Facility Office would have been if the assignment, operations transfer or change had not occurred. (c) Unless expressly agreed to the contrary, a Lender makes no representation or warranty and general desirability of the proposed sublessee assumes no responsibility to an assignee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: Transferee for: (i) consent to the proposed assignment legality, validity, effectiveness, adequacy or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination enforceability of the rent payable under such assignment or sublease plus any bonus Finance Documents or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or documents; (ii) refuse to consent the financial condition of any Obligor; (iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or (iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded. (d) Each assignee or Transferee confirms to the proposed assignment assignor or sublease, which refusal transferor and the other Finance Parties that it: (i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the assignor or Transferor in connection with any Finance Document ; and (ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon or may be outstanding under the occurrence of an event of default, if all Finance Documents or any part Commitment is in force. (e) Nothing in any Finance Document obliges an assignor or transferor to: (i) accept a re-transfer from an assignee or Transferee of any of the Leased Premises are then rights and obligations assigned or sublet, Lessor, in addition to transferred under this Clause 33; or (ii) support any other remedies provided losses directly or indirectly incurred by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee Transferee by reason of the assignment or sublease. Lessee agrees that non-performance by any collection directly by Lessor from the assignee or sublessee is not intended to constitute a novation or a release of Lessee or any guarantor from the further performance Obligor of its obligations under this Lease. As a condition to Lessor’s review of any assignment the Finance Documents or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofotherwise.

Conditions of Assignment. If Lessee desires to assign or sublet all or any part 14.2.1 The prior written consent of the Leased Premises or grant any license, concession or other right of occupancy of any portion Issuer (having received appropriate Tax Advice) is required for a transfer and assignment of the Leased PremisesVRR Loan by the VRR Lender. 14.2.2 In addition to paragraph 14.2.1 above, it must so notify Lessor at least thirty days the VRR Lender will give the Issuer and the Cash Manager not less than five (5) Business Days prior written notice of its intent to transfer and assign, identifying the assignee, and will consult with the Issuer in advance relation to the proposed transfer and assignment during that period. It is the responsibility of the date on which Lessee desires VRR Lender to make such ensure its compliance with the EU Securitisation Regulation and the UK Securitisation Regulation in respect of its obligations under the VRR Loan. 14.2.3 Paragraphs 14.2.1 and 14.2.2 above shall not apply in relation to any transfer and assignment or sublease; provided, however, Lessee made whilst an Event of Default is permitted to sublet all or any part continuing. 14.2.4 A transfer and assignment will only be effective on: (a) receipt by the VRR Lender of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without (i) the prior written consent of Lessor. Lessee must provide Lessor with a copy the Issuer (unless an Event of the proposed assignment or sublease Default has occurred and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations is continuing) and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent an assignment agreement executed by the assigning VRR Lender and the assignee (and in form and substance satisfactory to the proposed assignment or subleaseIssuer (unless an Event of Default has occurred and is continuing), which refusal is deemed the Trustee) setting forth the items applicable to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from under this clause 14 and confirming the assignee or sublessee is not intended to constitute a novation or a release of Lessee or any guarantor from will assume the further performance of its same obligations under this Lease. As a condition Agreement as it would have been under if it was the assignor (the Assignment Agreement); and (b) performance by the assigning VRR Lender of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to Lessor’s review such transfer to such assignee, the completion of which the assigning VRR Lender shall promptly notify to such assignee, and such day being the Assignment Date. 14.2.5 An assignment will only be effective if the conditions of clauses 14.1 (Assignment by the VRR Lender) and 14.2 (Conditions of Assignment) are met and the procedure set out in clause 14.5 (Procedure for Assignment) is complied with and shall otherwise be null and void. 14.2.6 Each assignee VRR Lender, by executing the relevant Assignment Agreement confirms, for the avoidance of doubt, that the Trustee has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite VRR Lender in accordance with this Agreement on or prior to the date on which the assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the assignor VRR Lender would have been had it remained the VRR Lender. 14.2.7 The VRR Lender shall not grant any participation interest or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor similar beneficial interest in the VRR Loan other than as expressly permitted in connection with an assignment, transfer or charge in accordance with the review by Lessor terms and conditions of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereofthis clause 14.