Common use of Sublease or Assignment by Tenant Clause in Contracts

Sublease or Assignment by Tenant. a. The Tenant shall not, without the Landlord’s prior written consent, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s interest hereunder; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability company), at any time throughout the term of this Lease, shall be deemed to be an assignment of this Lease. b. For any proposed assignment or subletting Tenant shall submit to Landlord a copy of the proposed sublease or assignment, and such additional information concerning the business, reputation and creditworthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease (after deducting all of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. c. Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything in this Lease to the contrary, so long as Tenant remains jointly and severally liable for all of its obligations under this Lease, Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity whose (A) net worth is equal to or greater than the greater of the net worth or Tenant (1) on the date of this Lease or (2) at the time of such assignment; and (B) use of the Premises will be for banking and financial services; general business office use; or any other reputable business activity approved by Landlord in its reasonable discretion.

Sublease or Assignment by Tenant. a. The (a) Tenant shall not, without the Landlord’s prior written consent, not (i) assign, convey, mortgage, pledge, encumber, convey or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; hereunder to any party other than to an Affiliate or corporate successor of Tenant or (ii) allow any lien to be placed upon Landlord’s or Tenant’s interest hereunder; (iii) sublet hereunder in and to the Leased Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) Properties or the transfer estates or interests created by this Lease. (b) Subject to the provisions of a general partnership interest or a majority of the limited partnership or membership interest in this Section 8.1(b), Tenant (if Tenant is a partnership or limited liability company)may, at any time throughout during the Term, sublease all or a portion of the Leased Premises; provided that any sublease for a term of longer than five (5) years, other than a sublease to an Affiliate or corporate successor of Tenant or to one or more of Tenant’s vendors for the purpose of allowing such vendors to place their personnel on-site at Tenant’s premises during the duration of the vendor/vendee relationship, shall be subject to and contingent upon Landlord’s right of recapture as provided in this LeaseSection 8.1(b). If Tenant desires to sublet all or any portion of the Leased Premises to a person or entity other than an Affiliate, corporate successor or Tenant vendor for a term of longer than five (5) years, Tenant shall notify Landlord in writing at least twenty (20) days prior to the date on which Tenant desires such sublease to become effective (hereinafter referred to in this Section 8.1(b) as the “Transfer Notice”) of the (i) economic terms of the proposed subletting, (ii) the identity of the proposed sublessee, (iii) the area proposed to be sublet (hereinafter referred to as the “Sublet Space”), and (iv) the use to be made by such sublessee of such Sublet Space. The Transfer Notice shall also state in all capital letters (or other prominent display), that Landlord shall be deemed to have declined to recapture the Sublet Space and to have approved the sublease if Landlord fails to respond within twenty (20) days after receipt thereof. If Landlord fails to respond to such Transfer Notice within twenty (20) days after receipt thereof, Landlord shall be an assignment of this Lease. b. For deemed to have approved the proposed sublease as set forth in the Transfer Notice. Tenant agrees to use its reasonable efforts to promptly provide any additional information about a proposed assignment or subletting sublease that is reasonably requested by Landlord. Tenant shall submit deliver a copy of any such sublease to Landlord promptly after its execution. If Tenant shall fail to consummate the sublease that was the subject of the Transfer Notice on the same terms as those set forth in the Transfer Notice within ninety (90) days following the date of the Transfer Notice, then Tenant shall be obligated to deliver to Landlord a copy of further Transfer Notice in regard to the proposed sublease or assignmentsublease, and such additional information concerning the business, reputation and creditworthiness of the proposed sublessee or assignee as process shall be sufficient repeated until the sublease shall be signed within the time and on the terms required, or Landlord shall elect to allow Landlord to form a commercially reasonable judgment with respect theretorecapture the Sublet Space. If Landlord approves any proposed sublease or assignmentelects to recapture the Sublet Space, upon such recapture and Tenant’s surrender and Landlord’s acceptance of the Sublet Space, (i) Tenant shall be released from its obligations under this Lease for the remainder of the Term of this Lease as they relate to the recaptured Sublet Space only, including Tenant’s obligation to pay Annual Basic Rent and Tenant’s Operating Expense Share and Tenant’s Tax Share as they relate to the recaptured Sublet Space only, and (ii) Landlord shall receive pay all leasing commissions, tenant improvement allowances and other costs associated with releasing the recaptured Sublet Space and all costs associated with demising the recaptured Sublet Space for separate occupancy. No release of Tenant from its obligations under this Lease as they relate to Sublet Space recaptured by Landlord as aforesaid shall be deemed an exercise by Tenant as Additional Rental fifty percent (50%) of any rents or other sums received by Contraction Rights granted to Tenant pursuant to said Article XI. (c) Anything in this Lease contained to the contrary notwithstanding, Tenant shall not have the right to sublease or assignment in excess all of any portion of the rentals payable Leased Premises to an organization or person enjoying sovereign or diplomatic immunity. (d) Each sublessee must fully observe all covenants of this Lease applicable to the Sublet Space, and no consent by Landlord to a sublease shall be deemed in any manner to be a consent to a use not permitted under this Lease. During the occurrence of an Event of Default by Tenant under this Lease (after deducting all of Tenant’s reasonable costs associated therewithhereunder, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by collect subrentals directly from a sublessee or assignee be paid directly to Landlordof the Sublet Space. c. (e) Notwithstanding the giving by Landlord of its consent or approval to any subletting, assignment or occupancy as provided hereunder in this Section 8.1 or any language contained in such lease, sublease or assignment to the contrary, unless except to the extent this Lease or any obligation or liability of Tenant hereunder is expressly terminated or released in writing by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything (f) Any attempted assignment, sublease or other transfer by Tenant in this Lease violation of the terms and covenants hereof shall be void and shall be a breach under Section 7.1(a)(iii), with respect to which, however, no grace period shall apply. Any consent or approval by Landlord to a particular assignment, sublease or other transfer shall not constitute Landlord’s consent or approval to any other or subsequent assignment, sublease or other transfer, and any proposed assignment, sublease or other transfer by an assignee, sublessee or transferee of Tenant or any other assignee, sublessee or transferee shall be subject to the contraryprovisions hereof as if it were a proposed assignment, so long as sublease or other transfer by Tenant. (g) Tenant remains jointly agrees to reimburse Landlord for reasonable legal fees and severally liable for all of its obligations under this Lease, Tenant shall have the right, without costs incurred by Landlord in connection with Landlord’s consent, to assign or transfer its interest in this Lease: (i) consideration of any request by Tenant for a Subtenant Non-Disturbance Agreement in connection with a merger Cost Approved Sublease, it being understood that, if the sublease does not satisfy the criteria for a Cost Approved Sublease, Landlord may grant or reorganization withhold its approval of the Subtenant Non-Disturbance Agreement in Landlord’s sole discretion. (h) If (i) Landlord declines its right of recapture and Tenant thereafter enters into a sublease that satisfies mutually acceptable criteria theretofore established by Landlord and Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) Tenant obtains Landlord’s prior written approval of the particular sublease, including the term, the subtenant, the subrent, the sublease improvement allowances and other material economic and non-economic terms of the sublease before Tenant enters into the sublease with the third party subtenant (a subtenant who is neither an Affiliate, corporate successor of Tenant nor a Tenant vendor); it being understood that, if the sublease does not satisfy the mutually approved criteria, Landlord may grant or withhold its approval of the sublease for purposes of this cost reimbursement in Landlord’s sole discretion (any such sublease, a “Cost Approved Sublease”), then Landlord shall reimburse Tenant for the unamortized balance (computed without interest on a straight line basis over the basic term of the Cost Approved Sublease, excluding renewals) of the actual, documented leasing commissions and subtenant improvement expenditures made by Tenant in connection with delivering the Sublet Space to an entity wholly the subtenant pursuant to the Cost Approved Sublease, calculated and payable as of the date Tenant surrenders possession of the subject Sublet Space to Landlord. If so requested by Landlord, Tenant shall deliver to Landlord, a statement in reasonable detail itemizing Tenant’s sublease improvement expenditures to the Sublet Space and such other and further information and documentation regarding the Cost Approved Sublease as Landlord shall reasonably request. (i) Any provision of the Lease to the contrary notwithstanding, the rights granted to Tenant pursuant to provisions of Section 1.4 (Options to Renew), Section 3.4 (Building Identity; Signage; Exclusivity), Article IX (Purchase and Sale), Article X (Expansion Rights) and Article XI (Contraction Rights) are personal to the herein named Tenant and any corporate successor or partially owned permitted assignee of this Lease and such rights may not be assigned or controlled subleased to, or exercised by, any other person or under common control withentity, Tenant; or (iii) to an entity whose (A) net worth is equal to or greater than the greater of the net worth or Tenant (1) on the date it being understood that no assignment of this Lease or subletting of all or a portion of the Leased Premises shall cancel or void any of the aforesaid rights as they pertain to the herein named Tenant and any corporate successor permitted assignee of this Lease. Tenant shall furnish to Landlord copies of any and all subleases executed by Tenant within ten (210) at business days following the date such sublease is by its terms effective and whether such sublease is a Cost Approved Sublease and, if so, Tenant’s sublease improvement expenditures incurred in connection therewith. All subleases shall by their terms be subject and subordinate to this Lease as amended from time to time. (j) In any instance in which Landlord shall have the right of recapture but Tenant shall, in violation of Section 8.1(b), sublease Sublet Space without first offering the same to Landlord, then without limitation of Landlord’s rights, Landlord shall have the continuing right of recapture pursuant to Section 8.1(b) upon learning of such assignmentsublease and so advising Tenant; and the twenty (B20) use day response period reserved to Landlord under Section 8.1(b) being deemed tolled until the date Tenant delivers a Transfer Notice in respect of the Premises will Sublet Space and shall run for a period of twenty (20) days thereafter. If Tenant shall have subleased the Sublet Space at a profit (after deduction of Tenant’s reasonable, documented costs of subleasing) and Landlord thereafter elects to recapture, then Tenant shall be for banking obliged to compensate Landlord, upon Landlord’s demand, in the full amount of such profit from the inception of such sublease to the date of recapture. Except as provided in this Section 8.1(j), Tenant shall retain any and financial services; general business office use; or any other reputable business activity approved by Landlord in its reasonable discretionall profits on subleasing.

Sublease or Assignment by Tenant. a. The Tenant shall not, without the Landlord’s prior written consent, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s interest hereunder; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability company), at any time throughout the term of this Lease, shall be deemed to be an assignment of this Lease. b. For any proposed assignment or subletting Tenant shall submit to Landlord a copy of the proposed sublease or assignment, and such additional information concerning the business, reputation and creditworthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease (after deducting all of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. c. Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything in this Lease to the contrary, so long as Tenant remains jointly and severally liable for all of its obligations under this Lease, Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity whose (A) net worth is equal to or greater than the greater of the net worth or Tenant (1) on the date of this Lease or (2) at the time of such assignment; and (B) use of the Premises will be for banking and financial services; general business office use; or any other reputable business activity approved by Landlord in its reasonable discretion.

Sublease or Assignment by Tenant. a. (a) The Tenant shall not, without the Landlord’s prior written consent, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s interest hereunder; (iii) sublet the Leased Premises or any part thereof; or (iv) permit the use or occupancy of the Leased Premises or any part thereof by anyone any one other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability companypartnership), at any time throughout the term of this Lease, shall be deemed to be an assignment of this Lease. b. For (b) Notwithstanding anything herein to the contrary, if at any time or from time to time during the term of this Lease, Tenant desires to sublet all or any portion of the Leased Premises or assign all or any portion of Tenant’s interest in this Lease, Tenant shall notify Landlord in writing (hereinafter referred to in this Section as the “Notice”) of the terms of the proposed subletting or assignment, the identity of the proposed sublessee or assignee, the area proposed to be sublet or covered by the assignment (hereinafter referred to as “Sublet Space”), and such other information as Landlord may request to evaluate Tenant’s request to sublet or assign. Landlord shall then have the option (i) to sublet the Sublet Space from Tenant as provided in subsection (c) hereof at the same Base Rental and Tenant’s Additional Rental as Tenant is required to pay to Landlord under this Lease for the Sublet Space, (ii) to terminate this Lease as to the Sublet Space as provided in subsection (d) hereof, or (iii) to allow the proposed sublease or assignment subject only to the final review for approval as provided in subsection (e) hereof. Landlord s option to sublet, to terminate, or to allow the proposed sublease or assignment subject to final review, as the case may be, shall be exercisable by Landlord in writing within a period of thirty (30) calendar days after receipt of the Notice and any failure by Landlord to exercise any of such options within said thirty (30) day period shall be deemed to constitute the election of option (iii) above. (c) In the event Landlord exercises the option to sublet the Sublet Space pursuant to Landlord’s options set forth above, the term of the subletting from the Tenant to Landlord shall be the term set forth in the Notice (which shall not be longer than the then current term of this Lease unless Landlord expressly agrees in writing that any extension or renewal option contained in this Lease will apply to such Sublet Space) and shall be on such terms and conditions as are contained in this Lease to the extent applicable, except that the Landlord shall have the right to further sublet the Sublet Space freely and without any consent or approval from Tenant and upon such terms and for such rent as Landlord shall agree upon in its sole and absolute discretion. (d) If Landlord elects to terminate this Lease pursuant to Landlord’s options set forth above, then this Lease shall terminate as to the Sublet Space on the date set forth in Landlord’s notice to Tenant, which date shall be no less than thirty (30) days and no more than ninety (90) days after the date of such notice. If the Sublet Space does not constitute the entire Leased Premises and Landlord exercises its option to terminate this Lease with respect to the Sublet Space, as to that portion of the Leased Premises which is not part of the Sublet Space, this Lease shall remain in full force and effect except that Base Rental, Tenant’s Forecast Additional Rental, and Tenant’s Additional Rental shall be calculated on the difference between the Rentable Square Feet prior to such termination and the Rentable Square Feet of the Sublet Space. (e) If Landlord elects or is deemed to have elected to allow the proposed sublease or assignment subject to final review, Tenant shall submit to Landlord Landlord, within twenty (20) calendar days after receipt of Landlord’s notice of election (or the expiration of said thirty (30)-day period if no such election is made), a copy of the proposed sublease or assignment, which sublease or assignment must provide for the assumption of all of Tenant’s obligations under this Lease, and such additional information concerning the business, reputation and creditworthiness credit-worthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord agrees not to unreasonably withhold its approval of any proposed sublease or assignment and, in the event Landlord fails to approve or disapprove any such sublease or assignment within thirty (30) days after Landlord’s receipt of such submission from Tenant, such sublease or assignment shall be deemed to be approved; provided, however, that if Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental fifty additional rent hereunder seventy-five percent (5075%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease with respect to the Sublet Space (after deducting all of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Leased Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. If Landlord approves in writing the proposed sublessee or assignee and the terms of the proposed sublease or assignment, but a fully executed counterpart of such sublease or assignment is not delivered to Landlord within sixty (60) calendar days after the date of Landlord’s written approval, then Landlord’s approval of the proposed sublease or assignment shall be deemed null and void and Tenant shall again comply with all the conditions of this Section as if the Notice and options hereinabove referred to had not been given, received or exercised. If Landlord fails to approve the form of sublease or assignment or the sublessee or assignee, Tenant shall have the right to submit amended forms or other sublessees or assignees to Landlord to review for approval. c. (f) Notwithstanding the giving by Landlord of its consent to any sublease or assignment with respect to the Leased Premises, no sublessee or assignee may exercise any expansion option, right of first refusal option, or renewal option under this Lease except in accordance with a separate written agreement entered into directly between such sublessee or assignee and Landlord, and Tenant may not exercise any such right with respect to any space that Tenant has sublet or assigned. (g) Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything (h) If, with the consent of the Landlord, the Leased Premises or any part thereof is sublet or occupied by other than Tenant or this Lease is assigned, Landlord may, after default by Tenant, collect rent from the subtenant, assignee or occupant, and apply the net amount collected to the Rental herein reserved. No such subletting, assignment, occupancy, or collection shall be deemed (i) a waiver of any of Tenant’s covenants contained in this Lease to the contraryLease, so long as (ii) a release of Tenant remains jointly and severally liable for all from further performance by Tenant of its obligations covenants under this Lease, Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity whose a waiver of any of Landlord’s other rights hereunder. (Ai) net worth is equal to or greater than the greater of the net worth or In no event shall Tenant (1) on the date of assign this Lease or (2) at the time enter into any sublease, license, concession or other agreement for use, occupancy or utilization of such assignment; and (B) use any part of the Leased Premises will which provides for a rental or other payment for such use, occupancy or utilization based in whole or in part on the income or profits derived by any person from the Leased Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of gross receipts of sales), and Tenant agrees that all assignments, subleases, licenses, concessions or other agreements for use, occupancy or utilization of any part of the Leased Premises shall provide that the person having an interest in the possession, use, occupancy or utilization of the Leased Premises shall not enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Leased Premises which provides for a rental or other payment for such use, occupancy or utilization based in whole or in part on the income or profits derived by any person from the Leased Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of gross receipts of sales) and any such purported assignment, sublease, license, concession or other agreement shall be for banking absolutely void and financial services; general business office ineffective as a conveyance of any right or interest in the possession, use; , occupancy or utilization of any other reputable business activity approved by Landlord in its reasonable discretionpart of the Leased Premises.

Sublease or Assignment by Tenant. a. The Tenant shall not, without the Landlord’s prior written consent, which will not be unreasonably withheld, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s interest hereunder; (iii) sublet the Premises or any part thereof; , or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s consent shall be he void and of no force or effect. effect For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability company), at any time throughout the term of this Lease, shall be deemed to be an assignment of this Lease. Notwithstanding anything hereinabove to the contrary alteration by Tenant of its form of business entity, including but not limited to changing from a limited liability company to a corporation, shall not he deemed an assignment of this Lease provided that 1) notice of Tenant’s intent to change the form of its business entity is provided to Landlord not less than thirty (30 ) days prior to any such change; and, 2) all assets of Tenant are transferred to the successor Tenant entity and there are no actions taken to transfer assets formerly belonging to Tenant from the successor Tenant entity or to transfer or assume new liabilities by the successor Tenant entity; and, 3) the successor Tenant entity specifically assumes in writing all of the obligations of Tenant hereunder in writing effective as of the date and time of the transfer of assets. b. For any proposed assignment or subletting Tenant shall submit to Landlord a copy of the proposed sublease or assignment, and such additional information concerning the business, reputation and creditworthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental additional rent hereunder fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease (after deducting all of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. c. Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything in this Lease to the contrary, so long as Tenant remains jointly and severally liable for all of its obligations under this Lease, Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity whose (A) net worth is equal to or greater than the greater of the net worth or Tenant (1) on the date of this Lease or (2) at the time of such assignment; and (B) use of the Premises will be for banking and financial services; general business office use; or any other reputable business activity approved by Landlord in its reasonable discretion.

Sublease or Assignment by Tenant. a. (a) The Tenant shall not, without the Landlord’s prior written consent, which will not be unreasonably withheld, delayed or conditioned, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s interest hereunder; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s consent shall be void and of no force or effect. For purposes hereofNotwithstanding the foregoing, Tenant may assign this Agreement to a successor entity acquiring substantially all the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership assets or limited liability company)company interests of Tenant in a merger, at acquisition or other consolidation without requiring the consent of Landlord, provided, that thirty (30) days prior notice is given to Landlord, and Tenant complies with its obligations under Section 38. Upon any time throughout assignment or sublease hereunder, Tenant and Guarantor shall remain fully and primarily liable for the term obligations of this Lease, shall be deemed to be an assignment of Tenant under this Lease. b. (b) For any proposed assignment or subletting Tenant shall submit to Landlord a copy of the proposed sublease or assignment, and such additional information concerning the business, reputation and creditworthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental additional rent hereunder fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease (after deducting all of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. c. (c) Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, neither Tenant nor Guarantor shall not be relieved of any of Tenant’s obligations or covenants under this Lease Lease, and Tenant and Guarantor shall each remain fully liable hereunder. d. Notwithstanding anything in this Lease to the contrary, so long as Tenant remains jointly and severally liable for all of its obligations under this Lease, Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity whose (A) net worth is equal to or greater than the greater of the net worth or Tenant (1) on the date of this Lease or (2) at the time of such assignment; and (B) use of the Premises will be for banking and financial services; general business office use; or any other reputable business activity approved by Landlord in its reasonable discretion.

Sublease or Assignment by Tenant. a. The (a) Tenant shall not, without the Landlord’s 's prior written consentconsent (which consent shall not be unreasonably withheld), (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s 's interest hereunder; (iii) sublet the Leased Premises or any part thereof; or (iv) permit the use or occupancy of the Leased Premises or any part thereof by anyone any one other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s 's consent shall be void and of no force or effect. For purposes hereof. (b) Notwithstanding anything herein to the contrary, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability company), at any time throughout or from time to time during the term of this Leaselease Tenant desires to sublet all or any portion of the Leased Premises or assign all or any portion of Tenant's interest in this lease, Tenant shall notify Landlord in writing (hereinafter referred to in this Section 8.01 as the "Notice") of the terms of the proposed subletting or assignment, the identity of the proposed sublessee or assignee, the area proposed to be sublet or covered by the assignment (hereinafter referred to as "Sublet Space"), and such other information as Landlord may reasonably request to evaluate Tenant's request to sublet or assign. Landlord shall then have the option to approve or disapprove the proposed sublease or assignment subject only to the final review for approval as provided in subsection (c) hereof. Landlord's option to approve or disapprove the proposed sublease or assignment subject to final review, as the case may be, shall be exercisable by Landlord in writing within a period of thirty (30) calendar days after receipt of the Notice and such other information as Landlord may reasonably request to evaluate Tenant's request to sublet or assign, and any failure by Landlord to exercise such option within said thirty (30) day period shall be deemed to be an assignment constitute Landlord's approval of this Leasesuch proposed sublease or assignment. b. For any (c) If Landlord elects or is deemed to have elected to approve the proposed sublease or assignment subject to Landlord's review, within twenty (20) calendar days after receipt of Landlord's notice of election (or subletting Tenant shall submit to Landlord the expiration of said thirty (30) day period if no such election is made), a copy of the proposed sublease or assignmentassignment agreement will be delivered to Landlord, and such additional information concerning sublease or assignment agreement must provide for the business, reputation and creditworthiness assumption of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. all Tenant's obligations under this lease. (d) If Landlord approves any in writing the proposed sublease or assignment (or such approval is deemed approved as a result of the expiration of the aforesaid thirty [30] day period) and the terms of the proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental fifty percent (50%) but a fully executed counterpart of any rents or other sums received by Tenant pursuant to said such sublease or assignment in excess is not delivered to Landlord within thirty (30) calendar days or such approval, then Landlord's approval of the rentals payable proposed sublease or assignment shall be deemed null and void and Tenant shall again comply with all the conditions of this Section 8.01 as if the Notice and option hereinafter referred to had not been given, received or exercised. If Landlord by Tenant under this Lease (after deducting all fails to approve the form of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and sublease or assignment or the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents Tenant shall have the right to submit amended forms or other sums are received by Tenant from the approved sublessee sublessees or assignee. assignees to Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlordreview for approval. c. (e) Notwithstanding the giving by Landlord approval of its consent to any subletting, sublease or assignment or occupancy as provided hereunder herein or any language contained in such lease, lease sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s 's obligations or covenants under this Lease lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything in (f) If, with the consent of Landlord, the Leased Premises or any part thereof is sublet or occupied by other than Tenant or this Lease lease is assigned, Landlord may, after default by Tenant, collect rent from the subtenant, assignee or occupant, and apply the net amount collected to the contraryBase Rental, so long as Tenant remains jointly Tenant's Forecast Additional Rental, Tenant's Additional Rental Adjustment, and severally liable for all of its obligations under this Leaseany other sums herein reserved. No such subletting, Tenant assignment, occupancy, or collection shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: be deemed (i) in connection with a merger waiver or reorganization of Tenant or a sale of all or substantially all any of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under 's covenants contained in this Lease in writing); lease, (ii) to an entity wholly or partially owned or controlled bya release of Tenant from further performance by Tenant of its covenants under this lease, or under common control with, Tenant; or (iii) to an entity whose (A) net worth is equal to or greater than the greater a waiver of the net worth or Tenant (1) on the date any of this Lease or (2) at the time of such assignment; and (B) use of the Premises will be for banking and financial services; general business office use; or any Landlord's other reputable business activity approved by Landlord in its reasonable discretionrights hereunder.

Sublease or Assignment by Tenant. a. The Tenant shall not, without the Landlord’s 's prior written consent, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s 's interest hereunder; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s 's consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability company), at any time throughout the term of this Lease, shall be deemed to be an assignment of this Lease. b. For any proposed assignment or subletting Tenant shall submit to Landlord a copy of the proposed sublease or assignment, and such additional information concerning the business, reputation and creditworthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease (after deducting all of Tenant’s 's reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. c. Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s 's obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything in this Lease to the contrary, so long as Tenant remains jointly and severally liable for all of its obligations under this Lease, Tenant shall have the right, without Landlord’s 's consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s 's assets (so long as such assignee expressly assumes all of Tenant’s 's obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity whose (A) net worth is equal to or greater than the greater of the net worth or Tenant (1) on the date of this Lease or (2) at the time of such assignment; and (B) use of the Premises will be for banking and financial services; general business office use; or any other reputable business activity approved by Landlord in its reasonable discretion.

Sublease or Assignment by Tenant. a. The (a) Tenant shall not, without the Landlord’s 's prior written consent, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s 's interest hereunder; (iii) sublet the Leased Premises or any part thereof; or (iv) permit the use or occupancy of the Leased Premises or any part thereof by anyone any one other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s 's consent shall be void and of no force or effect. effect For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability companypartnership), at any time throughout the term Term of this Lease, shall be deemed to be an assignment of this Lease. Notwithstanding the foregoing (but subject to the other terms and provisions of this Section 8.01), Tenant shall have the right to assign the Lease or sublet the Premises, or any part thereof, without Landlord's consent, but subject to Landlord's rights to notice and prohibition contained herein, to any parent, subsidiary, affiliate or controlled corporation, partnership or limited liability company (so long as Tenant remains liable under this Lease) or to the corporation, partnership or limited liability company into which Tenant may be converted or into which it may merged (an "Affiliated Assignee"). Tenant shall have the obligation to notify Landlord of its intent of any such arrangement, and if Landlord reasonably determines that the proposed assignee or sublessee is engaged in a business which would materially interfere with the operation of the Project or that permitting the assignment of subletting would cause a violation by Landlord of its obligations under any lease covering a portion of the Project, Landlord shall have the right to prohibit such arrangement based upon the issue of the business of the proposed assignee or sublessee or the compatibility of the proposed assignee or sublessee with the business in the Project. Tenant shall not assign this Lease or any interest herein, or sublet all or any portion of the Leased Premises, or request Landlord's consent to any such assignment or subletting, and Landlord shall not be required to consider any requested assignment or subletting, to any of the following: any governmental body, agency, or bureau of the United States, any state, county, municipality or any subdivision thereof, any agency exercising governmental authority or any quasi-governmental agency (e.g., the United States Postal Service); any foreign government or subdivision thereof; any healthcare professional or healthcare service organization (unless the same agree to use the Leased Premises only for general office purposes); schools or similar organizations (unless the same agree to use the Leased Premises only for general office purposes); employment agencies; radio, television or other communication stations; restaurants; and retailers offering retail services from the Leased Premises. b. For (b) Notwithstanding anything herein to the contrary (other than Tenant's right to sublet or assign to an Affiliated Assignee without Landlord's consent, but subject to Landlord's right to notice and prohibition as specified in Section 8.01 (a) above), if at any time or from time to time during the Term of this Lease Tenant desires to sublet all or any portion of the Leased Premises or assign all or any portion of Tenant's interest in this Lease, Tenant shall notify Landlord in writing (hereinafter referred to in this Section 8.01 as the "Notice") of the terms of the proposed subletting or assignment, the identity of the proposed sublessee or assignee, the nature of the proposed sublessee's or assignee's business, the area proposed to be sublet or covered by the assignment (hereinafter referred to as "Sublet Space"), and such other information as Landlord may request to evaluate Tenant's request to sublet or assign. Landlord shall then have the option (i) to sublet the Sublet Space from Tenant as provided in subsection (c) hereof at the same Net Rental and Additional Rental as Tenant is required to pay to Landlord under this Lease for the Sublet Space, (ii) to terminate this Lease as to the Sublet Space as provided in subsection (d) hereof, (iii) to allow the proposed sublease or assignment subject to the final review for approval as provided in subsection (e) hereof, or (iv) to refuse to consent to Tenant's assignment of this Lease or sublease of the Leased Premises and elect to continue this Lease in full force and effect as to the entire Leased Premises; provided however, that Landlord may not elect options (i) or (ii) if Tenant is requesting Landlord's consent to a subletting of a portion of the Leased Premises to a contractor or agent of Tenant (such as a travel agent, attorney or accountant) for the purpose of providing services to Tenant. Landlord's option to sublet, to terminate, or to allow the proposed sublease or assignment subject to final review, or to refuse consent, as the case may be, shall be exercisable by Landlord in writing within a period of thirty (30) calendar days after receipt of the Notice and any failure by Landlord to exercise any of such options within said thirty (30) day period shall be deemed to constitute the election of option (iv) above. (c) In the event Landlord exercises the option to sublet the Sublet Space pursuant to Landlord's options set forth above, the term of the subletting from the Tenant to Landlord shall be the term set forth in the Notice (which shall not be longer than the then current Term of this Lease unless Landlord expressly agrees in writing that any extension or renewal option contained in this Lease will apply to such Sublet Space) and shall be on such terms and conditions as are contained in this Lease to the extent applicable, except that the Landlord shall have the right to further sublet the Sublet Space freely and without any consent or approval from Tenant and upon such terms and for such rent as Landlord shall agree upon in its sole and absolute discretion. (d) If Landlord elects to terminate this Lease pursuant to Landlord's options set forth above, then this Lease shall terminate as to the Sublet Space on the date set forth in Landlord's notice to Tenant, which date shall be no less than thirty (30) days and no more than ninety (90) days after the date of such notice. If the Sublet Space does not constitute the entire Leased Premises and Landlord exercises its option to terminate this Lease with respect to the Sublet Space, as to that portion of the Leased Premises which is not part of the Sublet Space, this Lease shall remain in full force and effect except that Net Rental and Additional Rental shall be calculated on the difference between the net rentable area prior to such termination and the net rentable area of the Sublet Space. (e) If Landlord elects to allow the proposed sublease or assignment subject to final review, provided that at the time of any such assignment or subletting this Lease is in full force and effect and there is no default hereunder on the part of the Tenant, Tenant shall submit to Landlord Landlord, within twenty (20) calendar days after receipt of Landlord's notice of election, a copy of the proposed sublease or assignment, which sublease or assignment must provide for the assumption of all of Tenant's obligations under this Lease, and such additional information concerning the business, reputation and creditworthiness credit-worthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord agrees not to unreasonably withhold its approval of any proposed sublease or assignment and, in the event Landlord fails to approve or disapprove any such sublease or assignment within thirty (30) days after Landlord's receipt of such submission from Tenant, such sublease or assignment shall be deemed to be approved, provided, however, that if Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental additional Rent hereunder fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment assignment, in excess of the rentals payable to Landlord by Tenant under this Lease with respect to the Sublet Space (after deducting all of Tenant’s 's reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Leased Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. c. Notwithstanding . If Landlord approves in writing the giving by Landlord proposed sublessee or assignee and the terms of its consent to any sublettingthe proposed sublease or assignment, assignment or occupancy as provided hereunder or any language contained in but a fully executed counterpart of such lease, sublease or assignment is not delivered to Landlord within ninety (90) calendar days after the contrarydate of Landlord's written approval, unless this Lease is expressly terminated by then Landlord, Tenant 's approval of the proposed sublease or assignment shall not be relieved of any of Tenant’s obligations or covenants under this Lease deemed null and void and Tenant shall remain fully liable hereunder. d. Notwithstanding anything in this Lease to again comply with all the contrary, so long as Tenant remains jointly and severally liable for all of its obligations under this Lease, Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity whose (A) net worth is equal to or greater than the greater of the net worth or Tenant (1) on the date conditions of this Lease or (2) at Section 8.01 as if the time of such assignment; Notice and (B) use of the Premises will be for banking and financial services; general business office use; or any other reputable business activity approved by Landlord in its reasonable discretion.options hereinabove referred to had not been given, received or

Sublease or Assignment by Tenant. a. (a) The Tenant shall not, without the Landlord’s prior written consent, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s interest hereunder; (iii) sublet the Leased Premises or any part thereof; or (iv) permit the use or occupancy of the Leased Premises or any part thereof by anyone any one other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability companypartnership), at any time throughout the term of this Lease, shall be deemed to be an assignment of this Lease. Notwithstanding anything to the contrary contained herein, Tenant may assign this lease to an affiliate, subsidiary, parent company with the same financial strength or Northwestern Mutual Life Insurance Company (each a “Permitted Transferee”) without the prior consent of, but upon prior written notice (including, as applicable, financial statements and other documentation of affiliation) to, Landlord. b. For (b) Notwithstanding anything herein to the contrary, if at any time or from time to time during the term of this Lease, Tenant desires to sublet all or any portion of the Leased Premises or assign all or any portion of Tenant’s interest in this Lease, Tenant shall notify Landlord in writing (hereinafter referred to in this Section as the “Notice”) of the terms of the proposed subletting or assignment, the identity of the proposed sublessee or assignee, the area proposed to be sublet or covered by the assignment (hereinafter referred to as “Sublet Space”), and such other information as Landlord may reasonably request to evaluate Tenant’s request to sublet or subletting assign. Landlord shall then have the option (i) to terminate this Lease as to the Sublet Space as provided in subsection (d) hereof or (ii) to allow the proposed sublease or assignment subject only to the final review for approval as provided in subsection (e) hereof. Landlord’s option to sublet, to terminate, or to allow the proposed sublease or assignment subject to final review, as the case may be, shall be exercisable by Landlord in writing within a period of thirty (30) calendar days after receipt of the Notice and any failure by Landlord to exercise any of such options within said thirty (30) day period shall be deemed to constitute the election of option (ii) above. (c) Intentionally deleted. (d) If Landlord elects to terminate this Lease pursuant to Landlord’s options set forth above, then this Lease shall terminate as to the Sublet Space on the date set forth in Landlord’s notice to Tenant, which date shall be no less than thirty (30) days and no more than ninety (90) days after the date of such notice. If the Sublet Space does not constitute the entire Leased Premises and Landlord exercises its option to terminate this Lease with respect to the Sublet Space, as to that portion of the Leased Premises which is not part of the Sublet Space, this Lease shall remain in full force and effect except that Base Rental, Tenant’s Forecast Additional Rental, and Tenant’s Additional Rental shall be calculated on the difference between the Rentable Square Feet prior to such termination and the Rentable Square Feet of the Sublet Space. Notwithstanding anything to the contrary in this subsection (d), if Landlord elects this option to terminate the Lease, Tenant shall: have a maximum of five (5) days after the date that the notice of such election to terminate is sent to Tenant in which to rescind its notice of its desire to sublet the Sublet Space. (e) If Landlord elects or is deemed to have elected to allow the proposed sublease or assignment subject to final review, Tenant shall submit to Landlord Landlord, within ten (10) calendar days after receipt of Landlord’s notice of election (or the expiration of said thirty (30)-day period if no such election is made), a copy of the proposed sublease or assignment, which sublease or assignment must provide for the assumption of all of Tenant’s obligations under this Lease, and such additional information concerning the business, reputation and creditworthiness credit-worthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord agrees not to unreasonably withhold its approval of any proposed sublease or assignment and, in the event Landlord fails to approve or disapprove any such sublease or assignment within thirty (30) days after Landlord’s receipt of such submission from Tenant, such sublease or assignment shall be deemed to be approved; provided, however, that if Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental additional rent hereunder fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease with respect to the Sublet Space (after deducting all of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Leased Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. If Landlord approves in writing the proposed sublessee or assignee and the terms of the proposed sublease or assignment, but a fully executed counterpart of such sublease or assignment is not delivered to Landlord within sixty (60) calendar days after the date of Landlord’s written approval, then Landlord’s approval of the proposed sublease or assignment shall be deemed null and void and Tenant shall again comply with all the conditions of this Section as if the Notice and options hereinabove referred to had not been given, received or exercised. If Landlord fails to approve the form of sublease or assignment or the sublessee or assignee, Landlord shall notify Tenant of its reason not to approve such form of sublease or assignment and Tenant shall have the right to submit amended forms or other sublessees or assignees to Landlord to review for approval. c. (f) Notwithstanding the giving by Landlord of its consent to any sublease or assignment with respect to the Leased Premises, no sublessee or assignee, except a Permitted Transferee, may exercise any expansion option, right of first refusal option, or renewal option under this Lease except in accordance with a separate written agreement entered into directly between such sublessee or assignee and Landlord, and Tenant may not exercise any such right with respect to any space that Tenant has sublet or assigned, except as to space that Tenant has sublet or assigned to a Permitted Transferee. (g) Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything (h) If, with the consent of the Landlord, the Leased Premises or any part thereof is sublet or occupied by other than Tenant or this Lease is assigned, Landlord may, after default by Tenant, collect rent from the subtenant, assignee or occupant, and apply the net amount collected to the Rental herein reserved. No such subletting, assignment, occupancy, or collection shall be deemed (i) a waiver of any of Tenant’s covenants contained in this Lease to the contraryLease, so long as (ii) a release of Tenant remains jointly and severally liable for all from further performance by Tenant of its obligations covenants under this Lease, Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity whose a waiver of any of Landlord’s other rights hereunder. (Ai) net worth is equal to or greater than the greater of the net worth or In no event shall Tenant (1) on the date of assign this Lease or (2) at the time enter into any sublease, license, concession or other agreement for use, occupancy or utilization of such assignment; and (B) use any part of the Leased Premises will which provides for a rental or other payment for such use, occupancy or utilization based in whole or in part on the income or profits derived by any person from the Leased Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of gross receipts of sales), and Tenant agrees that all assignments, subleases, licenses, concessions or other agreements for use, occupancy or utilization of any part of the Leased Premises shall provide that the person having an interest in the possession, use, occupancy or utilization of the Leased Premises shall not enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Leased Premises which provides for a rental or other payment for such use, occupancy or utilization based in whole or in part on the income or profits derived by any person from the Leased Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of gross receipts of sales) and any such purported assignment, sublease, license, concession or other agreement shall be for banking absolutely void and financial services; general business office ineffective as a conveyance of any right or interest in the possession, use; , occupancy or utilization of any other reputable business activity approved by Landlord in its reasonable discretionpart of the Leased Premises.

Sublease or Assignment by Tenant. a. The (a) Tenant shall not, without the Landlord’s 's prior written consent, such consent of assignment or sublease not to be unreasonably withheld or delayed: (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest of Tenant hereunder; (ii) allow any lien to be placed upon Tenant’s the Leased Premises, this Lease or any interest of Tenant hereunder; (iii) sublet the Leased Premises or any part thereof; or (iv) permit the use or occupancy of the Leased Premises or any part thereof by anyone other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s 's consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) ), or the transfer of a majority of the membership interests in Tenant (if Tenant is a limited liability company), or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability companypartnership), at any time throughout the term of this Lease, shall be deemed to be an assignment of this Lease. b. For (b) Notwithstanding anything herein to the contrary, if at any proposed assignment time or subletting from time to time during the term of this Lease Tenant desires to sublet all or any portion of the Leased Premises or assign Tenant's interest in this Lease, Tenant shall submit notify Landlord in writing (hereinafter referred to Landlord a copy in this Section, as the "Notice") of the terms of the proposed sublease subletting or assignment, and such additional information concerning the business, reputation and creditworthiness identity of the proposed sublessee or assignee assignee, the area proposed to be sublet or covered by the assignment (hereinafter referred to as shall be sufficient "Sublet Space"), and such other information as Landlord may reasonably request to allow Landlord evaluate Tenant's request to form a commercially reasonable judgment with respect theretosublet or assign. If Landlord approves any proposed sublease In addition to (and without limiting or assignment, Landlord shall receive from Tenant as Additional Rental fifty percent (50%being limited by) of any rents or the other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease (after deducting all of restrictions on Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. c. Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained subletting in such lease, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything in this Lease to the contrary, so long as Tenant remains jointly and severally liable for all of its obligations under this Lease, in no event shall Tenant shall have the right, without Landlord’s consent, sublease or assign to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity whose (A) net worth is equal to or greater than the greater of the net worth or Prospective Tenant (1) on the date of this Lease or (2) at the time of such assignment; and (B) use of the Premises will be for banking and financial services; general business office use; or any other reputable business activity approved by Landlord in its reasonable discretion.hereinafter defined). As used herein, "

Sublease or Assignment by Tenant. a. The (a) Subject to subparagraphs (b) and (l) below, Tenant shall not, without the Landlord’s prior written consent, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s interest hereunder; (iii) sublet the Leased Premises or any part thereof; or (iv) permit the use or occupancy of the Leased Premises or any part thereof by anyone any one other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s consent shall be void and of no force or effect. For purposes hereofIf Tenant is an entity, other than a corporation whose shares are traded on a nationally recognized stock exchange, any change to the structure of such entity or any disposition(s) of any of the interests therein by sale, assignment, operation of law or otherwise, or any change in the power to vote the interests therein, shall be treated as a prohibited assignment of this Lease requiring Tenant to obtain Landlord’s prior written consent. (b) Notwithstanding anything contained herein to the contrary, Tenant shall have the ongoing right to sublease all or any portion of the Leased Premises during the Lease Term if Landlord provides its prior written consent, which consent shall not unreasonably be withheld, conditioned, or delayed; except, however, that Landlord may withhold consent to any proposed sublease if, in Landlord’s opinion, the transfer proposed sublease is: (i) not consistent with the tenancy of Comparable Buildings; (ii) for a use not permitted by Section 1.3, (iii) to a governmental agency, (iv) primarily (i.e., excluding ancillary uses provided to Tenant’s employees only as permitted under Section 1.3 above) for medical use, (v) primarily (i.e., excluding ancillary uses provided to Tenant’s employees only as permitted under Section 1.3 above) for an educational, training center or similar use, or (vi) to a current tenant of the ownership or voting rights Project if Landlord has comparable space available to accommodate such current tenant (but for purposes of the foregoing, if a current tenant of Building 10 wants to expand, any space in a controlling interest of different building shall not be considered comparable to space that is available in Building 10). (c) Notwithstanding anything herein to the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability companycontrary but subject to Section 8.1(b), if at any time throughout or from time to time during the term Lease Term, Tenant desires to sublet all or any portion of the Leased Premises or assign Tenant’s interest in this Lease, shall be deemed to be an assignment of this Lease. b. For any proposed assignment or subletting Tenant shall submit notify Landlord in writing (hereinafter referred to Landlord a copy in this Section as the “Notice”) of the terms of the proposed sublease subletting or assignment, and the identity of the proposed sublessee or assignee, such additional information concerning as to the business, reputation reputation, and creditworthiness of the proposed assignee or sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto, the area proposed to be sublet or covered by the assignment (hereinafter referred to as “Sublet Space”), and such other information as Landlord may request to evaluate Tenant’s request to sublet or assign. Landlord shall then have the option (i) to terminate this Lease as to the Sublet Space as provided in subsection (d) hereof if but only if the proposed sublease is for a term equal to substantially all of the remaining Term of this Lease (not including any unexercised renewal option), (ii) to allow the proposed sublease or assignment subject only to the final review for approval as provided in subsection (e) hereof, or (iii) to refuse to consent, in which case Tenant may not proceed with the sublease or assignment. Landlord’s option to terminate, or to allow the proposed sublease or assignment subject to final review, as the case may be, shall be exercisable by Landlord in writing within a period of thirty (30) calendar days after receipt of the Notice and any failure by Landlord to exercise any of such options within said thirty (30) day period shall be deemed to constitute the election of option (ii) above. If Landlord exercises option (i), Tenant may nullify the termination by rescinding its request to sublet by giving Landlord notice thereof within ten (10) days after receipt of Landlord’s termination notice, in which case Tenant may not thereafter sublease the Sublet Space for one hundred eighty (180) days thereafter. If, however, Landlord is entitled to but does not elect option (i), Landlord shall not have the right to exercise option (i) with respect to the same Sublet Space for a period of one hundred eighty (180) days following the date of Tenant’s Notice. (d) If Landlord elects to terminate this Lease pursuant to Landlord’s option set forth in subparagraph (b)(i) above, then this Lease shall terminate as to the Sublet Space on the date set forth in Landlord’s notice to Tenant, which date shall be no less than thirty (30) days and no more than ninety (90) days after the date of such notice. If the Sublet Space does not constitute the entire Leased Premises and Landlord exercises its option to terminate this Lease with respect to the Sublet Space, as to that portion of the Leased Premises which is not part of the Sublet Space, this Lease shall remain in full force and effect except that Base Rental, Tenant’s Forecast Additional Rental, and Tenant’s Additional Rental shall be calculated on the remaining Rentable Square Feet. Notwithstanding anything to the contrary, however, Landlord shall not have the right to exercise the option to terminate under subparagraph (c)(i) unless the term of the proposed sublease is for a period equal to substantially all of the remaining Term of this Lease (not including any unexercised renewal option). (e) If Landlord elects or is deemed to have elected to allow the proposed sublease or assignment subject to final review, Tenant shall submit to Landlord, within twenty (20) calendar days after receipt of Landlord’s notice of election (or the expiration of said thirty (30)-day period if no such election is made), a copy of the proposed sublease or assignment, which sublease or assignment must provide for the assumption of all of Tenant’s obligations under this Lease, and such additional information as Landlord shall reasonably request. Landlord agrees not to unreasonably withhold its approval of any proposed form of sublease or assignment and, in the event Landlord fails to approve or disapprove any such sublease or assignment within ten (10) days after Landlord’s receipt of such submission from Tenant, such form of sublease or assignment shall be deemed to be approved. (f) If Landlord approves any proposed sublease or assignment, Landlord shall be entitled to receive from Tenant as Tenant’s Additional Rental fifty percent (50%) hereunder [**] [Confidential Treatment] of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease with respect to the Sublet Space (after deducting all of Tenant’s reasonable costs associated therewith, including marketing costs, legal fees, concessions, reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Leased Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. If Landlord approves in writing the proposed sublessee or assignee and the terms of the proposed sublease or assignment, but a fully executed counterpart of such sublease or assignment is not delivered to Landlord within one hundred twenty (120) calendar days after the date of Landlord’s written approval, then Landlord’s approval of the proposed sublease or assignment shall be deemed null and void and Tenant shall again comply with all the conditions of this Section as if the Notice and options hereinabove referred to had not been given, received or exercised. If Landlord fails to approve the form of sublease or assignment or the sublessee or assignee, Tenant shall have the right to submit amended forms or other sublessees or assignees to Landlord to review for approval. c. (g) Notwithstanding the giving by Landlord of its consent to any sublease or assignment with respect to the Leased Premises, no sublessee or assignee may exercise any expansion option, right of first refusal option, or renewal option under this Lease nor be entitled to any signage rights under Section 3.3(a)(i) and 3.3(a)(ii) unless a separate written agreement is entered into directly between such sublessee or assignee and Landlord (and Landlord shall have sole discretion as to whether to enter into such a separate agreement). Tenant may not exercise any such right with respect to any space that Tenant has sublet or assigned for substantially all of the remaining Lease Term (disregarding any unexercised renewal options). (h) Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, sublease or assignment to the contrary, contrary (i) unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease and Tenant shall remain fully liable hereunder; and (ii) no such consent or language shall be deemed to be Landlord’s consent to any future sublease or assignment. d. Notwithstanding anything (i) If, with the consent of the Landlord, the Leased Premises or any part thereof is sublet or occupied by other than Tenant or this Lease is assigned, Landlord may, after default by Tenant, collect rent from the subtenant, assignee or occupant, and apply the net amount collected to the Rental herein reserved. No such subletting, assignment, occupancy, or collection shall be deemed (i) a waiver of any of Tenant’s covenants contained in this Lease to the contraryLease, so long as (ii) release of Tenant remains jointly and severally liable for all from further performance by Tenant of its obligations covenants under this Lease, Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity whose a waiver of any of Landlord’s other rights hereunder. (Aj) net worth is equal to or greater than the greater of the net worth or In no event shall Tenant (1) on the date of assign this Lease or (2) at the time enter into any sublease, license, concession or other agreement for use, occupancy or utilization of such assignment; and (B) use any part of the Leased Premises will which provides for a rental or other payment for such use, occupancy or utilization based in whole or in part on the income or profits derived by any person from the Leased Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of gross receipts of sales), and Tenant agrees that all assignments, subleases, licenses, concessions or other agreements for use, occupancy or utilization of any part of the Leased Premises shall provide that the person having an interest in the possession, use, occupancy or utilization of the Leased Premises shall not enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Leased Premises which provides for a rental or other payment for such use, occupancy or utilization based in whole or in part on the income or profits derived by any person from the Leased Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of gross receipts of sales) and any such purported assignment, sublease, license, concession or other agreement shall be for banking absolutely void and financial services; general business office ineffective as a conveyance of any right or interest in the possession, use; , occupancy or utilization of any other reputable business activity approved by Landlord in its reasonable discretion.part of the Leased

Sublease or Assignment by Tenant. a. The (a) Except as permitted in Subsection 8.01(i) below, Tenant shall not, without the Landlord’s prior written consent, which consent shall not be unreasonably withheld or conditioned (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s interest hereunder; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone any one other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability companypartnership), at any time throughout the term of this Leaselease, shall be deemed to be an assignment of this Leaselease. Tenant shall be entitled to assign this lease or sublet all or any portion of the Premises to an existing tenant or tenant prospect of Landlord, subject to Landlord’s prior written consent, which shall not be unreasonably withheld or conditioned. b. For (b) Notwithstanding anything herein to the contrary, if at any time or from time to time during the term of this lease Tenant desires to sublet all or any portion of the Premises or assign all or any portion of Tenant’s interest in this lease, Tenant shall notify Landlord in writing (hereinafter referred to in this Section 8.01 as the “Notice”) of the terms of the proposed subletting or assignment, the identity of the proposed sublessee or assignee, the area proposed to be sublet or covered by the assignment (hereinafter referred to as “Sublet Space”), and such other information as Landlord may request to evaluate Tenant’s request to sublet or assign. Landlord shall then have the option (i) to sublet the Sublet Space from Tenant as provided in subsection (c) hereof at the same Base Rental and Tenant’s Additional Rental as Tenant is required to pay to Landlord under this lease for the Sublet Space, (ii) to terminate this lease as to the Sublet Space as provided in subsection (d) hereof but only if the term for such Sublet Space is for substantially all of the remainder of the term of this lease (i.e., the sublease for the Sublet Space terminates within the last year of the term of this lease), or (iii) to allow the proposed sublease or assignment subject only to the final review for approval as provided in subsection (e) hereof. Landlord’s option to sublet, to terminate, or to allow the proposed sublease or assignment subject to final review, as the case may be, shall be exercisable by Landlord in writing within a period of twenty (20) calendar days after receipt of the Notice and any failure by Landlord to exercise any of such options within said twenty (20) day period shall be deemed to constitute the election of option (iii) above. (c) In the event Landlord exercises the option to sublet the Sublet Space pursuant to Landlord’s options set forth above, the term of the subletting from the Tenant to Landlord shall be the term set forth in the Notice (which shall not be longer than the then current term of this lease unless Landlord expressly agrees in writing that any extension or renewal option contained in this lease will apply to such Sublet Space) and shall be on such terms and conditions as are contained in this lease to the extent applicable, except that the Landlord shall have the right to further sublet the Sublet Space freely and without any consent or approval from Tenant and upon such terms and for such rent as Landlord shall agree upon in its sole and absolute discretion. (d) If Landlord elects and is entitled to terminate this lease pursuant to Landlord’s options set forth above, then this lease shall terminate as to the Sublet Space on the date set forth in Landlord’s notice to Tenant, which date shall be no less than thirty (30) days and no more than ninety (90) days after the date of such notice. If the Sublet Space does not constitute the entire Premises and Landlord is entitled to and Landlord exercises its option to terminate this lease with respect to the Sublet Space, as to that portion of the Premises which is not part of the Sublet Space, this lease shall remain in full force and effect except that Base Rental, Tenant’s Forecast Additional Rental, and Tenant’s Additional Rental shall be calculated on the difference between the net rentable area prior to such termination and the net rentable area of the Sublet Space. (e) If Landlord consents, or is deemed to have consented to the proposed sublease or assignment subject to final review, Tenant shall submit to Landlord, within ninety (90) calendar days after receipt of Landlord’s consent (or the expiration of said twenty (20)-day period if Landlord fails to respond), a copy of the proposed sublease or assignment, which sublease or assignment must provide for the assumption of all of Tenant’s obligations under this lease (except rent or other obligations modified by any sublease), and such additional information concerning the business, reputation and creditworthiness credit-worthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord agrees not to unreasonably withhold its approval of any proposed sublease or assignment to any proposed tenant or subtenant whose proposed use of the Premises (or portion thereof) is consistent with and comparable to the use of other Class “A” office buildings in the Perimeter Center submarket of Atlanta, Georgia. In the event Landlord fails to approve or disapprove any such sublease or assignment within ten (10) business days after Landlord’s receipt of such submission from Tenant, such sublease or assignment shall be deemed to be approved. Further, if Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental additional rent hereunder fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease lease with respect to the Sublet Space (after deducting all of Tenant’s reasonable costs associated therewith, including market brokerage fees, reasonable brokerage fees attorneys’ fees, free rent, lease takeover payments, moving allowances, and the reasonable cost of remodeling or otherwise improving the Premises or providing an improvement allowance for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Following any event of default by Tenant which is not cured within the applicable cure period and while such event of default remains uncured, Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. If Landlord approves in writing the proposed sublessee or assignee and the terms of the proposed sublease or assignment, but a fully executed counterpart of such sublease or assignment is not delivered to Landlord within sixty (60) calendar days after the date of Landlord’s written approval, then Landlord’s approval of the proposed sublease or assignment shall be deemed null and void and Tenant shall again comply with all the conditions of this Section 8.01 as if the Notice and options hereinabove referred to had not been given, received or exercised. Prior to its execution, Landlord shall have the right to approve the form of the sublease or assignment, but such approval shall not be unreasonably withheld or conditioned and Landlord will respond, in writing, to the submitted form within ten (10) business days or Landlord will be deemed to have approved the submitted form. If Landlord fails to approve the form of sublease or assignment or the sublessee or assignee, Tenant shall have the right to submit amended forms or other sublessees or assignees to Landlord to review for approval. c. (f) Notwithstanding the giving by Landlord of its consent to any sublease or assignment with respect to the Premises, no sublessee or assignee (other than Permitted Transferees (as defined below)) may exercise any expansion option, right of first refusal option, or renewal option under this lease except in accordance with a separate written agreement entered into directly between such sublessee or assignee and Landlord, except for any sublessee or assignee which subleases or takes an assignment of at least 100,000 rentable square feet of the Premises and the transfer of such rights is approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. (g) Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, lease sublease or assignment to the contrary, (i) unless this Lease is expressly terminated by Landlordagreed, in writing, at the time in question, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease lease and Tenant shall remain fully liable hereunder, and (ii) no such sublease or assignment shall be effective if it shall violate any provision of the Employee Retirement Income Security Act of 1974 (ERISA). If Landlord determines, based upon the information about the proposed subtenant, assignee or other occupant, that such transfer may result in a violation of ERISA, then Landlord shall be provided an additional twenty (20) days from its receipt of the relevant information regarding such entity to confirm whether or not a violation will result from such transfer. If Landlord fails to notify Tenant within such additional 20-day period as to whether such transfer will violate the provisions of ERISA, Tenant shall not be bound by this provision; provided, however, if any of the information furnished to Landlord changes, then Landlord shall have the same rights and time periods to review such new information from an ERISA standpoint as set forth above. Further, any sublease or other agreement for the use, occupancy or utilization of the Premises shall not provide for any rental or other payment based in whole or in part on the income or profits derived by such subtenant or other party from the Premises other than upon an amount based on a fixed percentage or percentages of receipts or sales. Any such purported sublease or other agreement for occupancy of the Premises which violates this covenant shall be void and ineffective. d. Notwithstanding anything (h) If, with the consent of the Landlord, the Premises or any part thereof is sublet or occupied by other than Tenant or this lease is assigned, Landlord may, after an event of default by Tenant which is not cured within the applicable cure period and until such event of default is cured by Tenant, collect rent from the subtenant, assignee or occupant, and apply the net amount collected to the Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental Adjustment, and any other sums herein reserved. No such subletting, assignment, occupancy, or collection shall be deemed (i) a waiver of any of Tenant’s covenants contained in this Lease lease, (ii) a release of Tenant from further performance by Tenant of its covenants under this lease unless expressly agreed, in writing, at the time in question or except as provided in subparagraph (i) below, or (iii) a waiver of any of Landlord’s other rights hereunder. (i) Notwithstanding any provision to the contrary, so long as Tenant remains jointly and severally liable for all of its obligations under may assign this Lease, Tenant shall have lease or sublet the right, Premises without Landlord’s consent, to assign or transfer its interest in this Lease: consent (i) to any corporation or other entity that controls, is controlled by or is under common control with Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; (iii) in connection with a merger or reorganization of Tenant or a the sale of all or substantially all of Tenant’s the assets of Tenant (all such transfers, assignments and subleases collectively hereinafter referred to as “Permitted Transfers” and all such transferees, assignees and sublessees are collectively hereinafter referred to as “Permitted Transferees”), so long as Tenant provides evidence to Landlord in writing that such assignee expressly assumes all of Tenant’s obligations under this Lease assignment or sublease complies with the criteria set forth in writing(i); , (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) above and provided such assignee, subtenant or successor-in-interest expressly assumes Tenants’ obligations and liabilities hereunder. No such assignment, sublease or transfer, however, shall release Tenant from any covenant, liability or obligation under this lease; provided, however, if Tenant assigns all or a portion of this lease to an entity whose (A) net worth is equal that meets the Financial Metrics I Criteria, then Tenant shall be released from any further liability hereunder with respect to or greater than the greater portion of the net worth lease so assigned. (j) In the event Tenant requests that Landlord consider a sublease or assignment hereunder, Tenant shall pay to Landlord (1i) on Landlord’s reasonable attorneys’ fees actually incurred in connection with the date of this Lease or (2) at the time consideration of such assignment; request not to exceed $1,500 per transfer and (Bii) use of the Premises will be for banking all other reasonable fees and financial services; general business office use; or any other reputable business activity approved costs actually incurred by Landlord in its reasonable discretionconnection with the consideration of Tenant’s request for each transfer.

Sublease or Assignment by Tenant. a. The (a) Except as permitted in subsection (f) of this Section 8.01, Tenant shall not, without the Landlord’s 's prior written consent, which consent shall not be unreasonably withheld or conditioned, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s 's interest hereunder; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone any one other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s 's consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability companypartnership), at any time throughout the term of this Leaselease, shall be deemed to be an assignment of this Leaselease. b. For (b) Notwithstanding anything herein to the contrary, if at any proposed assignment time or subletting from time to time during the term of this lease Tenant desires to sublet all or any portion of the Premises or assign all or any portion of Tenant's interest in this lease, Tenant shall submit notify Landlord in writing (hereinafter referred to Landlord a copy in this Section 8.01 as the "Notice") of the identity of the proposed sublease sublessee or assignmentassignee and the area proposed to be sublet or covered by the assignment (hereinafter referred to as "Sublet Space"), any changes in the Building Signs and Tenant's Signage (as those terms are defined in Exhibit H) and such --------- additional information concerning the business, reputation and creditworthiness credit-worthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord approves agrees not to unreasonably withhold its approval of any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease (after deducting all of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. c. Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything in this Lease to the contrary, so long as Tenant remains jointly and severally liable for all of its obligations under this Lease, Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity proposed tenant whose (A) net worth is equal to or greater than the greater of the net worth or Tenant (1) on the date of this Lease or (2) at the time of such assignment; and (B) proposed use of the Premises will be for banking (or portion thereof) is consistent with and financial services; general business comparable to the use of other Class "A" office use; buildings in the vicinity. In the event Landlord fails to approve or disapprove any other reputable business activity approved by Landlord in its reasonable discretion.such sublease or assignment within ten

Sublease or Assignment by Tenant. a. The Tenant shall not, without the Landlord’s prior written consent, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s interest hereunder; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability company), at any time anytime throughout the term of this Lease, shall be deemed to be an assignment of this Lease. b. For any proposed assignment or subletting Tenant shall submit to Landlord a copy of the proposed sublease or assignment, and such additional information concerning the business, reputation and creditworthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease (after deducting all of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. c. Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything in this Lease to the contrary, so long as Tenant remains jointly and severally liable for all of its obligations under this Lease, Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity whose (A) net worth is equal to or greater than the greater of the net worth or Tenant (1) on the date of this Lease or (2) at the time of such assignment; and (B) use of the Premises will be for banking and financial services; general business office use; or any other reputable business activity approved by Landlord in its reasonable discretion.

Sublease or Assignment by Tenant. a. The (a) Except for Permitted Transfers (as defined herein), Tenant shall not, without the Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s interest hereunder; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability companypartnership), at any time throughout the term Term of this Leaselease, shall not constitute or be deemed to be an assignment of this Leaselease. b. For (b) Notwithstanding anything herein to the contrary, except for Permitted Transfers, if at any proposed assignment time or subletting from time to time during the Term of this lease Tenant desires to sublet all or any portion of the Premises or assign all or any portion of Tenant’s interest in this lease, Tenant shall submit notify Landlord in writing (hereinafter referred to Landlord a copy in this Section 8.01 as the “Notice”) of the terms of the proposed sublease subletting or assignment, and such additional information concerning the business, reputation and creditworthiness identity of the proposed sublessee or assignee assignee, the area proposed to be sublet or covered by the assignment (hereinafter referred to as “Sublet Space”), and such other information as Landlord may reasonably request to evaluate Tenant’s request to sublet or assign. Landlord shall be sufficient then have the option, acting reasonably and in good faith, to (i) if permitted under subsection (d) below, terminate this lease in the case of a proposed assignment or terminate as to the Sublet Space all as provided in subsection (d) hereof, (ii) allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord approves any the proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental fifty percent (50%) of any rents or other sums received by Tenant pursuant assignment subject only to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease (after deducting all of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises final review for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. c. Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy approval as provided hereunder or any language contained in such leasesubsection (e) hereof, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything in this Lease to the contrary, so long as Tenant remains jointly and severally liable for all of its obligations under this Lease, Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) reject the proposed sublease or assignment with explanation therefor provided to an entity whose (A) net worth is equal Tenant. Landlord’s option to sublet, to terminate, or greater than to allow or reject the greater of proposed sublease or assignment subject to final review, as the net worth or Tenant (1) on the date of this Lease or (2) at the time of such assignment; and (B) use of the Premises will case may be, shall be for banking and financial services; general business office use; or any other reputable business activity approved exercisable by Landlord in its reasonable discretionwriting within a period of ten (10) business days after receipt of the Notice and any failure by Landlord to exercise any of such options within said ten (10) business day period shall be deemed to constitute the election of option (ii) above.

Sublease or Assignment by Tenant. a. The Tenant shall not, without the Landlord’s 's prior written consent, consent (which consent shall not be unreasonably withheld): (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest of Tenant hereunder; (ii) allow any lien to be placed upon Tenant’s this Lease or any interest of Tenant hereunder; (iii) sublet the Premises premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant or Tenant’s subsidiaries, except pursuant to SECTION 17 of Article XVI hereof and except in connection with the Correction and Detention Facility Contracts. Any attempt to consummate any of the foregoing without Landlord’s 's consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) ), or the transfer of a majority of the membership interests in Tenant (if Tenant is a limited liability company), or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability companypartnership), at any time throughout the term of this Lease, shall not be deemed to be an assignment of this Lease. b. For any proposed assignment or subletting Tenant shall submit to Landlord a copy of the proposed sublease or assignment, and such additional information concerning the business, reputation and creditworthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental fifty percent (50%a) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease (after deducting all of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. c. Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such leasesublease, sublease assignment or assignment occupancy agreement to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s 's obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything in this Lease to the contrary; provided however, so long as Tenant remains jointly and severally liable for all of its obligations under this Lease, that Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization be relieved of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s 's obligations under this Lease and not remain so liable if Tenant obtains both Landlord's consent and evidence of satisfaction of the Rating Agency Condition. (b) If, with the consent of Landlord, any Premises, or any part thereof is sublet to or occupied by any person or entity other than Tenant or if Tenant's interest in writing); this Lease is assigned, Landlord may collect rent from the subtenant, assignee or occupant, and apply the net amount collected to the Total Rent required to be paid by Tenant under this Lease. No such subletting, assignment, occupancy, or collection shall be deemed (i) a waiver of any of Tenant's obligations contained in this Lease, (ii) to an entity wholly or partially owned or controlled bya release of Tenant from further performance by Tenant of any of its obligations contained in this Lease, or under common control with, Tenant; or (iii) a waiver of any of Landlord's other rights hereunder. (c) Notwithstanding the foregoing, with respect to an entity whose any Construction Project (Ahereinafter defined) net worth that Tenant constructs on a Premises covered, or proposed to be covered by, this Lease, for which Landlord is equal not required to or greater than issue Additional Bonds to finance the greater of construction thereof, Tenant may (a) maintain title to the net worth or Tenant (1) improvements constructed on the date of this Lease or (2) at the time of such assignment; Premises and (Bb) use lease such improvements and sublease the portion of the Premises will be for banking and financial services; general business office use; or any other reputable business activity approved by Landlord in its reasonable discretionupon which such improvements are located pursuant to a lease financing transaction, all without Landlord's consent.

Sublease or Assignment by Tenant. a. The Tenant shall not, without the Landlord’s prior written consent, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon TenantXxxxxx’s interest hereunder; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability company), at any time throughout the term of this Lease, shall be deemed to be an assignment of this Lease. b. For any proposed assignment or subletting Tenant shall submit to Landlord a copy of the proposed sublease or assignment, and such additional information concerning the business, reputation and creditworthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease (after deducting all of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. c. Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything in this Lease to the contrary, so long as Tenant remains jointly and severally liable for all of its obligations under this Lease, Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity whose (A) net worth is equal to or greater than the greater of the net worth or Tenant (1) on the date of this Lease or (2) at the time of such assignment; and (B) use of the Premises will be for banking and financial services; general business office use; or any other reputable business activity approved by Landlord in its reasonable discretion.

Sublease or Assignment by Tenant. a. The Tenant shall not, without the Landlord’s prior written consentconsent and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s interest hereunder; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability company), at any time throughout the term of this Lease, shall be deemed to be an assignment of this Lease. b. For any proposed assignment or subletting Tenant shall submit to Landlord a copy of the proposed sublease or assignment, and such additional information concerning the business, reputation and creditworthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease (after deducting all of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. c. Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything in this Lease to the contrary, so long as Tenant remains jointly and severally liable for all of its obligations under this Lease, Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity whose (A) net worth is equal to or greater than the greater of the net worth or Tenant (1) on the date of this Lease or (2) at the time of such assignment; and (B) use of the Premises will be for banking and financial services; general business office use; or any other reputable business activity approved by Landlord in its reasonable discretion.

Sublease or Assignment by Tenant. a. The Except as set forth herein, Tenant shall not, without the Landlord’s prior written consent, which will not be unreasonably withheld, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s interest hereunder; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant or Tenant’s subsidiaries. Any attempt to consummate any of the foregoing without Landlord’s consent shall be void and of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership or membership interest in Tenant (if Tenant is a partnership or limited liability company), at any time throughout the term of this Lease, shall be deemed to be an assignment of this Lease. b. For any proposed assignment or subletting Tenant shall submit to Landlord a copy of the proposed sublease or assignment, and such additional information concerning the business, reputation and creditworthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. If Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as Additional Rental additional rent hereunder fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this Lease (after deducting all of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. c. Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease and Tenant shall remain fully liable hereunder. d. Notwithstanding anything contained in this Lease to the contrary, so long Tenant shall have the absolute right, without the consent of Landlord, to assign or sublet this Lease to an affiliate or wholly-owned subsidiary of Tenant or of Tenant’s parent company; or to assign or sublet this Lease as part of any “Public Offering” or “Private Placement” by Tenant; to assign or sublet this Lease to any entity into which Tenant remains jointly and severally merges or to that surviving entity as the result of an acquisition or reorganization of Tenant. To the extent that Tenant is a surviving entity after any such assignment, Tenant shall remain liable for all of its obligations under this Lease, Tenant shall have the right, without Landlord’s consent, to assign or transfer its interest in this Lease: (i) in connection with a merger or reorganization of Tenant or a sale of all or substantially all of Tenant’s assets (so long as such assignee expressly assumes all of Tenant’s obligations under this Lease in writing); (ii) to an entity wholly or partially owned or controlled by, or under common control with, Tenant; or (iii) to an entity whose (A) net worth is equal to or greater than the greater of the net worth or Tenant (1) on the date of this Lease or (2) at the time of such assignment; and (B) use of the Premises will be for banking and financial services; general business office use; or any other reputable business activity approved by Landlord in its reasonable discretionhereunder.