Common use of Subletting and Assignment Clause in Contracts

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall not assign not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublet by operation of law, or permit the use or operation of the Leased Premises Property, or any portion thereof, by anyone other than Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this Agreement or encumber the leasehold interest created by this Lease in any manner (including the creation residents and patients of any security interest in Tenant, or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release thereof, to be offered or advertised for assignment or subletting. For purposes of and waiver this SECTION 16.1, an assignment of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the Leased Property, or any portion, thereof is sublet (or occupied by anybody other than Tenant or any Manager, their respective employees or residents or patients of Tenant), Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this SECTION 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant's interest under this Agreement (including any sublease which is permitted pursuant to the terms of SECTION 16.3 below) shall be subject to such assignee's or transferee's delivery to Landlord of (i) a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute an “assignment” within Incidental Document hereunder; (ii) a pledge of the meaning stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant's obligations under this Lease. Any attempted Agreement and the Incidental Documents, which pledge shall be in form and substance satisfactory to Landlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (iii) a security agreement granting Landlord a security interest in all of such assignee's or transferee's right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable) with respect to any Property which is subject to any such assignment or sublease transfer to secure Tenant's obligations under this Agreement and the Incidental Documents, which security agreement shall be in violation of this Section shall, at Landlord’s option, be void form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (iv) in the case of a default sublease, an assignment which assigns all of such subtenant's right, title and interest in such sublease to Landlord to secure Tenant's obligations under this Lease. Consent by Landlord Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedits sole discretion and which assignment shall constitute an Incidental Document hereunder.

Subletting and Assignment. Other than to it’s wholly owned subsidiaries and affiliates, Tenant shall not sublet the Demised Premises or any part thereof, nor transfer possession or occupancy thereof to any person, firm or corporation, nor transfer or assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheldwithheld or delayed, nor shall any subletting or assignment hereof be effected by operation of law or otherwise without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. No If Tenant is a non-public corporation, any transfer of a majority of Tenant’s issued and outstanding capital stock shall be deemed an assignment under this Section. If Tenant is a partnership, any transfer of any interest in the partnership or other change in the composition of the partnership which results in a change in the management of Tenant from the person(s) managing the partnership on the date hereof shall be deemed an assignment under this Section. In the event Tenant desires to assign this Lease or sublet all or any portion of the Demised Premises, Tenant shall give to Landlord thirty (30) days prior written notice of Tenant’s intention to do so. Within thirty (30) days after receipt of said notice, Landlord shall have the right to sublet the Demised Premises from Tenant at the same Minimum Rent and Additional Rent stipulated herein. In the event Landlord has not exercised its right to sublet the Demised Premises as provided above in this paragraph, Tenant may assign this Lease or sublet all or a portion of the Demised Premises as set forth in the notice after first obtaining the written consent of Landlord, as aforesaid, which consent shall not be unreasonably withheld or delayed. If Tenant does not so assign or sublet within sixty (60) days of the original notice to Landlord pursuant to this paragraph, then Tenant shall again be required to comply with the notice provision hereof, and Landlord shall again have the right to sublet. The consent by Landlord to any assignment or sublease subletting by Tenant to another party shall operate to not be construed as a waiver or release of Tenant from the terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee or subtenant constitute a waiver or release of Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises covenant or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined obligation contained in this Lease), in form and content acceptable nor shall any such assignment or subletting relieve Tenant from the requirement to give Landlord thirty (30) days prior written notice or from obtaining Landlord’s prior written consent to any future assignment or subletting. Tenant shall pay as Additional Rent all costs including reasonable attorney’s fees, incurred by Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises approving and documenting any subletting/or assignment. In the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer event of a controlling interest in default of Tenant under Section 26, Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant, and every transfer under any compulsory procedure or order hereby authorizes each such subtenant to pay said rent directly to Landlord. Such assignment shall cease upon the curing of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granteddefault.

Subletting and Assignment. (a) Except as provided in Sections 5.4 and 16.3 and in this Section 16.1, Tenant shall not assign not, without Landlord's prior written consent, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every or permit the use or operation of the Leased Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting; provided, however, that upon a transfer of a controlling the Leased Property by Landlord whereby this Agreement is excluded from the term "Leases" as used in the Stock Pledge Agreement such that the Stock Pledge Agreement no longer secures the performance of Tenant hereunder, Tenant may, without Landlord's consent, sell, transfer, assign or convey its interest in Tenantthis Agreement to a direct or indirect Subsidiary of the Guarantor, which Subsidiary of the Guarantor shall expressly assume the obligations of Tenant under this Agreement, and every the transferor Tenant shall thereupon be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer under any compulsory procedure or order by the transferor Tenant. For purposes of court this Section 16.1, an assignment of this Agreement shall be deemed to constitute an “assignment” within include the meaning of this Lease. Any attempted assignment or sublease in violation following (for purposes of this Section shall16.1, at Landlord’s optiona "Corporate Transfer"): any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Guarantor or any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or a Subsidiary of the Guarantor or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, be void and shall constitute a default under this Lease. Consent by Landlord to as if such change in control or transaction were an assignment or sublease in one instance of this Agreement but shall not operate to release the requirement that consent from Landlord be obtained for include any further involuntary liens or subsequent assignment or sublease. attachments contested by Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection good faith in accordance with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedArticle 8.

Subletting and Assignment. Except as hereinafter provided, Tenant shall not assign assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseLease or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublet by operation of law, or permit the use or occupancy of the Leased Premises Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting except as hereinafter provided. For purposes of this Section 17.1, an assignment of this Lease shall be deemed to include any transaction pursuant to which Tenant is merged or consolidated with another entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other entity, as if such transaction were an assignment of this Lease. If this Lease is assigned or if the Leased Property or any portion thereofpart thereof are sublet (or occupied by anybody other than Tenant and its employees) Landlord, after default by Tenant hereunder, may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 17.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or encumber a release of Tenant from the leasehold future performance by Tenant of its covenants, agreements or obligations contained in this Lease. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the Landlord's written approval in the case of any other subletting or assignment. No assignment, subletting or occupancy shall affect the Primary Intended Use. Any subletting, assignment or other transfer of Tenant's interest created by in this Lease in any manner (including contravention of this Section 17.1 shall be voidable at Landlord's option. Tenant shall have the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) right, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate (A) to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined assign Tenant's interest in this Lease)Lease to a corporation or other entity which shall (1) control, in form and content acceptable to Landlord(2) be under the control of, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection or (3) be under common control with the Leased Premises Tenant (the term "control" and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court "controlling" as used herein shall be deemed to constitute mean ownership or control (direct or indirect) of more than 50% of the outstanding voting stock of a corporation, or an “assignment” within equivalent majority and controlling interest in another form of entity) (any such entity being a "Related Entity"); (B) to sublease all or part of the meaning Leased Property to a Related Entity; and (C) to grant concessions and licenses (subject and subordinate to this Lease and to the matters to which the Lease is subject and subordinate), in the ordinary course of this LeaseTenant's business, for portions of the Leased Property to be used in connection with Tenant's Primary Intended Use. Any attempted If the rent and other sums (including, without limitation, the reasonable value of any services performed by any assignee or subtenant in consideration of such assignment or sublease) either initially or over the term of any assignment or sublease in violation (excluding any assignment or sublease to a Related Entity), payable by such assignee or subtenant on account of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate exceed the Rent called for hereunder with respect to release the requirement that consent from Landlord be obtained for any further space assigned or subsequent assignment or sublease. sublet, Tenant shall pay all fees to Landlord as Additional Rent one hundred percent (100%) of such excess net of the costs and expenses, including reasonable attorneys’ fees, expenses incurred by Landlord Tenant in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedprocuring such sublease payable monthly at the time for payment Minimum Rent.

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.1, Tenant shall not assign not, without Landlord's prior written consent, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every or permit the use or operation of the Leased Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting; provided, however, that Tenant may, without Landlord's consent, sell, transfer, assign or convey its interest in this Agreement to a direct or indirect Subsidiary of the Guarantor, which Subsidiary of the Guarantor shall expressly assume the obligations of Tenant under this Agreement, and the transferor Tenant shall thereupon be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer by the transferor Tenant if either (i) the Membership Interest Pledge Agreement has been terminated by reason of a transfer of the Leased Property by Landlord which terminates the Membership Interest Pledge Agreement or (ii) the owner of all of the direct ownership interests in such Subsidiary of the Guarantor executes and delivers a controlling interest new Pledge Agreement to Landlord, in Tenantform which meets with Landlord's reasonable satisfaction, and every transfer under any compulsory procedure or order that pledges all of court the ownership interests of such Subsidiary to Landlord upon substantive terms identical to the Membership Interest Pledge Agreement. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to constitute an “assignment” within include the meaning of this Lease. Any attempted assignment or sublease in violation following (for purposes of this Section shall16.1, at Landlord’s optiona "Corporate Transfer"): any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Guarantor or any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or a Subsidiary of the Guarantor or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, be void and shall constitute a default under this Lease. Consent by Landlord to as if such change in control or transaction were an assignment or sublease in one instance of this Agreement but shall not operate to release the requirement that consent from Landlord be obtained for include any further involuntary liens or subsequent assignment or sublease. attachments contested by Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection good faith in accordance with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedArticle 8.

Subletting and Assignment. Except as provided in Section 16.3, Tenant shall not assign not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublet by operation of law, or permit the use or operation of the Leased Premises Property, or any portion thereof, by anyone other than Tenant to be offered or encumber the leasehold interest created by advertised for assignment or subletting. For purposes of this Lease Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in any manner (including the creation Control of any security interest in Tenant. If this Agreement is assigned or other pledge of or lien upon if the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain is sublet (or occupied by anybody other than Tenant and its employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of and waiver Tenant from the future performance by Tenant of claims against Landlord and the other Releasees (as that term is defined its covenants, agreements or obligations contained in this Lease)Agreement. Any assignment or transfer of Tenant’s interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord of a Guaranty, which Guaranty shall be in form and content acceptable substance satisfactory to LandlordLandlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and must require the subtenant’s property insurer no consent to issue any subletting or assignment in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court particular instance shall be deemed to constitute an “be a waiver of the prohibition set forth in this Section 16.1. No assignment” within the meaning of this Lease, subletting or occupancy shall affect any Permitted Use. Any attempted subletting, assignment or sublease other transfer of Tenant’s interest under this Agreement in violation contravention of this Section shall, 16.1 shall be voidable at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant shall Lessee may not assign this Leasesublet, in whole or in partassign, pledge, or sublet the Leased Premises mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any portion thereof, or encumber part of the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) leased premises without the Lessor's prior written consent of Landlord, approval which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld. No Sublessee's financial strength, reputation, personnel, and length of sublease or assignment shall be important factors in Lessor's approval. Sale, transfer, or merger of the majority of the voting shares or voting partnership interests in Lessee (if a corporation or partnership) shall be considered an assignment; likewise for issuance of treasury stock or admission of a new general partner. Lessor shall not be obligated to approve any sublease or assignment. However, if Lessor gives such approval, Lessor shall operate be entitled to (1) 50% of any excess between Lessee's rental per square foot under the lease and the rental per square foot under the sublease or assignment, and (2) 50% of any other consideration flowing directly or indirectly from the sublessee or assignee to Lessee or Lessee's agents. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee a one-time fee equal to one month's lease rental for such additional administrative, investigative, and management services. Violation of this lease by sublessees or assignees shall be deemed a violation by Lessee. Approval by Lessor of any sublease or assignment shall not release Tenant Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of its Lessee's obligations under this Leaselease unless otherwise specified in writing. Each Upon default by Lessee any sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees sublease rentals and expensesother sums due Lessor, including reasonable attorneys’ feesdirect to Lessor, incurred to be credited against sums owed to Lessor by Landlord Lessee under this lease. Unless otherwise agreed in connection with any proposed subletting writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the sublessee or assignee agrees in writing to be liable for all of Lessee's obligations under this lease, and (3) Lessor's written approval is attached to the sublease or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without Without the prior written consent of Landlord------------------------- Landlord in each instance, which consent may not be unreasonably withheld in Landlord’s sole discretion 's reasonable discretion. Tenant shall not directly or indirectly (in one or more transaction), voluntarily, involuntarily or by operation of law, assign transfer, pledge, mortgage or otherwise hypothecate or encumber all or any portion of Tenant's legal or equitable interest in this Lease or in the Leased Premises, nor sublet all or any portion of the Leased Premises, nor enter into any management, license, concession or other contract or agreement which provides for a direct or indirect transfer of operating control over the business operated in, or the use of occupancy of, the Leased Premises. Any direct or indirect transfer, sale, pledge or other disposition, in a single transaction or cumulatively during the first twenty-four full calendar months of the Term, of at least 25% of the ownership interests in Tenant (or any lesser percentage if sufficient to transfer voting control (if Tenant is a corporation) or management control (if Tenant is a partnerships)), as well as of any general partnership interest in Tenant if Tenant is a limited partnership, shall each be deemed an assignment of this Lease; provided, however, that this limitation shall not apply with respect to the transfer of voting stock in a corporation, all the outstanding voting stock of which is listed on a national securities exchange as defined in the Securities Exchange Act of 1934. Any assignment, sublease or other such transfer without Landlord's prior written consent shall be voidable by Landlord and thereafter will Landlord's election, shall constitute an Event of Default hereunder. Consent of Landlord to one or more assignments, subletting or encumbering of this Lease or the Leased Premises shall not operate as a waiver of Landlord's rights (and the requirement of Landlord's consent), or be unreasonably withhelddeemed Landlord's consent, with respect to any subsequent assignment, subletting or encumbering. No Notwithstanding any assignment or sublease subletting, Tenant, and each and every guarantor of this Lease and Tenant's obligations hereunder, shall operate to release Tenant from any at all times remain fully and primarily responsible and liable for the payment of its all Rent and other monetary obligations herein specified and for the compliance with and performance of all of the Tenant's other obligations under this Lease. Each Landlord's consent, if any, to any assignment or sublease will not be effective unless and until (a) Landlord receives a fully executed copy of the Leased assignment or sublease agreement, (b) in the case of an assignment, Tenant delivers to Landlord an assumption of liability agreement in form satisfactory to Landlord including as assumption of the assignee of all of the obligations of Tenant and the assignee's ratification of, and agreement to be bound by, all of the terms, conditions and provisions of this Lease, and (c) Landlord is fully reimbursed by Tenant of Landlord's costs and fees, including, but not limited to, attorney's fees, incurred in processing and evaluating any requests for assignment or subletting by Tenant. Notwithstanding anything to the contrary in this paragraph 15, Tenant may, without Landlord's prior consent and without Landlord's participation in any proceeds, sublet the Premises or any portion thereof must contain assign the lease to: (i) a release of and waiver of claims against Landlord and the other Releasees subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant; (as that term is defined in this Lease)ii) a successor corporation related to Tenant, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, non bankruptcy reorganization, or by operation governmental action; or (iii) a purchaser of Law, every transfer substantially all of a controlling interest Tenant's assets located in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning Leased Premises. For the purpose of this Lease. Any attempted assignment or sublease in violation , sale of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance Tenant's capital stock through any public exchange shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expensesdeemed an assignment, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective any other transfer of whether Landlord’s consent is in fact grantedthe Lease or the Leased Premises.

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without Without the prior written consent of Landlord, which neither this Lease, nor any interest of Tenant in this Lease or in the Suite, shall be sold, sublet, assigned, or otherwise transferred, directly or indirectly, whether by operation of law or otherwise (collectively an "Assignment"). The consent of Landlord and Facility Mortgagee to any Assignment may be withheld or denied, in Landlord’s their sole discretion during and may be conditioned upon such documentation, opinions, certificates and other matters that shall be in form and substance acceptable to the first twenty-four full calendar months Landlord and Facility Mortgagee. Consent to one Assignment shall not act as consent to any future Assignments. In case of any permitted assignment or subletting, Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the TermRent and any other sums due hereunder and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder. The fact that a violation or breach of any of the terms, provisions or conditions of this Lease results from or is caused by an act or omission by any of the subtenants shall not relieve Tenant of Tenant's obligation to cure the same. Tenant shall take all necessary steps to prevent any such violation or breach. Any rentals or payments that Tenant receives pursuant to any sublease or assignment in excess of the Base Rent amount shall be paid without demand by Tenant to Landlord. In the event an Event of Default shall have occurred and thereafter will not be unreasonably withheldcontinuing under this Lease, Landlord shall be entitled to collect directly from any subtenant any rents that Tenant would otherwise be entitled to receive as a sublessor under any sublease. No Any assignment or sublease of the Suite shall operate not require Landlord to release Tenant from perform any of its additional duties or obligations under other than those set forth in this Lease. Each sublease of Tenant shall cause the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable subtenants to Landlordcomply with their obligations under their subleases, and must require Tenant shall diligently enforce all of its rights as the subtenant’s property insurer to issue landlord thereunder in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection accordance with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation terms of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsuch subleases.

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall not assign not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublet by operation of law, or permit the use or operation of the Leased Premises Property, or any portion thereof, by anyone other than Tenant or encumber any Manager approved by Landlord pursuant to the leasehold interest created by applicable provisions of this Lease in any manner (including the creation of any security interest in Agreement, or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may or any portion thereof, to be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No offered or advertised for assignment or sublease subletting. For purposes of this SECTION 16.1, an assignment of this Agreement shall operate be deemed to release Tenant from include, without limitation, any direct or indirect Change in Control of its obligations under Tenant. If this Lease. Each sublease of Agreement is assigned or if the Leased Premises Property, or any portion thereof must contain is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this SECTION 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of and waiver Tenant from the future performance by Tenant of claims against Landlord and the other Releasees (as that term is defined its covenants, agreements or obligations contained in this Lease)Agreement. Any assignment or transfer of Tenant’s interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord of a Guaranty, which Guaranty shall be in form and content acceptable substance satisfactory to LandlordLandlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and must require the subtenant’s property insurer no consent to issue any subletting or assignment in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court particular instance shall be deemed to constitute an “be a waiver of the prohibition set forth in this SECTION 16.1. No assignment” within the meaning , subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Lease. Any attempted assignment or sublease in violation of this Section shall, SECTION 16.1 shall be voidable at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Except as hereinafter provided, Tenant shall not assign assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseLease or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or occupancy of a controlling interest in the Leased Property by anyone other than Tenant, and every transfer under any compulsory procedure or order the Leased Property to be offered or advertised for assignment or subletting except as hereinafter provided. For purposes of court this Section 17.1, an assignment of this Lease shall be deemed to constitute include any transaction pursuant to which Tenant is merged or consolidated with another entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other entity, as if such or transaction were an “assignment” within the meaning assignment of this Lease. Any attempted assignment If this Lease is assigned or sublease if the Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant and its employees) Landlord, after default by Tenant hereunder, may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in violation the first paragraph of this Section shall17.1, at Landlord’s optionthe acceptance by Landlord of such assignee, be void and shall constitute subtenant or occupant, as the case may be, as a default under tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Lease. Consent No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the Landlord's written approval in the case of any other subletting or assignment. No assignment, subletting or occupancy shall affect the Primary Intended Use. Any subletting, assignment or other transfer of Tenant's interest in this Lease in contravention of this Section 17.1 shall be voidable at Landlord's option. If the rent and other sums (including, without limitation, the reasonable value of any services performed by Landlord to any assignee or subtenant in consideration of such assignment or sublease) either initially or over the term of any assignment or sublease, payable by such assignee or subtenant on account of an assignment or sublease in one instance shall not operate exceed the Rent called for hereunder with respect to release the requirement that consent from Landlord be obtained for any further space assigned or subsequent assignment or sublease. sublet, Tenant shall pay all fees to Landlord as Additional Rent one hundred percent (100%) of such excess net of the costs and expenses, including reasonable attorneys’ fees, expenses incurred by Landlord Tenant in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedprocuring such sublease payable monthly at the time for payment Minimum Rent.

Subletting and Assignment. Except as provided in Section 16.3, Tenant shall not assign not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublet by operation of law, or permit the use or operation of the Leased Premises Property, or any portion thereof, by anyone other than Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this Agreement or encumber the leasehold interest created by this Lease in any manner (including the creation residents and patients of any security interest in Tenant, or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release thereof, to be offered or advertised for assignment or subletting. For purposes of and waiver this Section 16.1, an assignment of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court Agreement shall be deemed to constitute an “assignment” within include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the meaning Leased Property, or any portion thereof, is sublet (or occupied by anybody other than Tenant or any Manager, their respective employees or residents or patients of this Lease. Any attempted assignment Tenant), Landlord may collect the rents from such assignee, subtenant or sublease occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in violation the first paragraph of this Section shall16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Except as otherwise expressly provided in this Section 16.1, Tenant shall not assign not, without the prior written consent of Landlord (which consent may be withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseLease or sublease (which term shall be deemed to include the granting of concessions, licenses and the like) all or any part of the Leased Property, or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or occupancy of the Leased Property by anyone other than Tenant or Manager (except in accordance with Section 21.3.4), or permit the Leased Property to be offered or advertised for assignment or subletting. Tenant may, in each instance, after Notice to Landlord, assign this Lease to any Qualified Affiliate in accordance with Section 21.6.6, so long as such assignment will not violate or affect any applicable Legal Requirements or Insurance Requirements. For purposes of this Section 16.1, an assignment of this Lease (other than to a Qualified Affiliate in accordance with Section 21.6.6) shall be deemed to constitute a Change in Control. If this Lease is assigned or if the Leased Property or any part thereof is sublet in contravention of this Lease, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed (i) a waiver of the provisions set forth in the first paragraph of this Section 16.1, (ii) the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or (iii) a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Lease. Tenant, as the debtor in possession, or the trustee for Tenant (collectively, the "Trustee") in any proceeding under Title 11 of the United States Bankruptcy Code relating to Bankruptcy, as amended (the "Bankruptcy Code"), shall not have the right to assign this Lease or sublet the Leased Premises Property to an assignee or any portion thereofsublessee that (i) is a competitor of Landlord or (ii) is not a capable, or encumber reliable, qualified Person of good reputation and character with the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate financial capacity to release Tenant from any of its satisfy Tenant's obligations under this Lease. Each sublease The Trustee shall not have the right to assign this Lease or sublet the Leased Property to a real estate investment trust that is, or intends to be, publicly traded. In the event that Tenant becomes the subject of any proceeding under Title 11 of the Leased Premises Bankruptcy Code, Tenant covenants and agrees that: (i) it shall promptly upon demand therefor from Landlord, but in no event later than sixty (60) days (as such time may be extended by a bankruptcy court in such proceeding) after the commencement of such proceeding (a "Tenant Bankruptcy"), announce its decision whether to assume or any portion thereof must contain a release of reject this Lease and waiver of claims against Landlord Tenant's obligations under the Consent and Assignment and the other Releasees (as that term is defined in this Lease), in form and content acceptable to LandlordAssigned Agreements, and must require promptly take and diligently pursue such actions as may be necessary to authorize and implement such decision; and (ii) it shall either assume this Lease and all of Tenant's obligations under the subtenant’s property insurer to issue in favor of Landlord Consent and Assignment and the other Releasees waiver Assigned Agreements to the extent such Assigned Agreements have not expired or terminated in accordance with their respective terms, or it shall reject this Lease and all of subrogation rights endorsements to all policies of property insurance carried in connection with Tenant's obligations under the Leased Premises Consent and Assignment and the contents thereofAssigned Agreements. Every transfer by levy In a Tenant Bankruptcy, Tenant covenants and agrees that it cannot cure any defaults under this Lease and cannot provide adequate assurances of future performance of this Lease without curing any and all monetary and non-monetary defaults of Tenant's obligations under the Consent and Assignment and the Assigned Agreements and providing adequate assurances of Tenant's future performance of its obligations under the Consent and Assignment and the Assigned Agreements. No subletting or sale on execution, or other legal process, every transfer assignment shall in bankruptcy, every transfer by merger, consolidation, or by operation any way impair the continuing primary liability of Law, every transfer of a controlling interest in TenantTenant hereunder, and every transfer under no consent to any compulsory procedure subletting or order of court assignment in a particular instance shall be deemed to constitute an “be a waiver of the prohibition set forth in this Section 16.1. No assignment” within the meaning of this Lease, subletting or occupancy shall affect any Primary Intended Use. Any attempted subletting, assignment or sublease other transfer of Tenant's interest under this Lease in violation contravention of this Section shall, 16.1 shall be voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in part, or sublet the Leased Demised Premises or any portion thereofpart thereof or transfer possession or occupancy thereof to any person, firm or encumber the leasehold interest created by corporation or transfer or assign this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) lease without the prior written consent of the Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld, and subject to Landlord's right to sublet hereinafter described, nor shall any subletting or assignment hereof be effected by operation of law or otherwise than by the prior written consent of the Landlord. No If Tenant is a corporation, any transfer of a majority of Tenant's issued and outstanding capital stock shall be deemed an assignment under this paragraph. If Tenant is a partnership, any transfer of any interest in the partnership or other change in the composition of the partnership which results in a change in the management of Tenant from the person(s) managing the partnership on the date hereof shall be deemed an assignment under this paragraph. In the event Tenant desires to assign this Lease or sublet all or any portion of the Demised Premises, Tenant shall give to Landlord thirty (30) days written notice of Tenant's intention so to do. Within thirty (30) days after receipt of said notice, Landlord shall have the right to sublet the Demised Premises from Tenant at the same Rent and Additional Rent stipulated herein, regardless of the rental rate that Tenant may otherwise be able to obtain upon assignment or sublease subletting to others. In the event Landlord has not exercised its right to sublet the Demised Premises as provided above in this paragraph, Tenant may assign this Lease or sublet all or a portion of the Demised Premises as set forth in the notice after first obtaining the written consent of Landlord, which consent may be withheld for reasonable cause. If Tenant does not so assign or sublet within sixty (60) days of the original notice to Landlord pursuant to this paragraph, then Tenant shall operate again be required to comply with the notice provisions hereof, and Landlord shall again have the right to sublet. The consent by Landlord to any assignment, transfer or subletting to any party shall not be construed as a waiver or release of Tenant from the terms of any of its obligations covenant or obligation under this Lease. Each sublease , nor shall the collection or acceptance of the Leased Premises Rent from any such assignee, transferee, subtenant or any portion thereof must contain occupant constitute a waiver or release of and waiver Tenant of claims against Landlord and the other Releasees (as that term is defined any covenant or obligation contained in this Lease), nor shall any such assignment or subletting be construed to relieve Tenant from giving Landlord said thirty (30) days notice or from obtaining the consent in form writing of Landlord to any future assignment or subletting. In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and content acceptable hereby authorizes each such subtenant to pay said rent directly to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. (a) Except as set forth in Section 8.1(b), Tenant shall not assign, mortgage, pledge or encumber this Lease nor sublet all or any part of the Premises, nor permit or allow the use of all or any part of the Premises by third party users, such as concessionaires, without, on each occasion, obtaining Landlord’s written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed and if Landlord does not respond to such request for consent within fifteen (15) Business Days of receiving the same then Landlord shall have been deemed to have consented to such matter. In connection with a proposed sublease or assignment for which Tenant requests Landlord’s consent pursuant to this Section 8.1(a), Tenant shall furnish to Landlord (i) a copy of the proposed sublease or assignment (or, if the proposed sublease or assignment has not yet been negotiated, a summary of the material business terms of the sublease or assignment), (ii) financial and other information about the subtenant or assignee, and the proposed use of the Premises by the subtenant or assignee, as reasonably requested by Landlord to assess the creditworthiness of the subtenant or assignee, to determine whether the subtenant or assignee, and its proposed use, is of a character consistent with the operation of a building of the type and character of the Building, and to determine whether the proposed use of the subtenant or assignee is a Permitted Use. In the event Landlord fails to respond to a request for consent pursuant to this Section 8.1(a) within fifteen (15) Business Days after Tenant’s request and the furnishing of the information set forth above, Landlord shall be deemed to have consented to the proposed transaction. Tenant shall pay to Landlord all of Landlord’s reasonable expenses arising out of a proposed sublease or assignment, including, without limitation, a legal retainer in a reasonable amount required by Landlord in advance of Landlord’s review of any of Tenant’s documentation in connection therewith. Tenant may not assign this Lease, in whole or in part, or Lease nor sublet the Leased Premises all or any portion thereof, part of the Premises at any time that there exists an Event of Default. Any proposed sublease must prohibit any assignment of the sublease or encumber the leasehold interest created by this Lease in any manner (including the creation sub-sublease of any security interest in or other pledge portion of or lien upon the Leased Personal Property) Premises without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment granted or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale denied on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedterms consistent herewith.

Subletting and Assignment. Except as provided in Section 16.3, Tenant shall not assign not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublet by operation of law, or permit the use or operation of the Leased Premises Property, or any portion thereof, by anyone other than Tenant to be offered or encumber the leasehold interest created by advertised for assignment or subletting. For purposes of this Lease Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in any manner (including the creation Control of any security interest in Tenant. If this Agreement is assigned or other pledge of or lien upon if the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain is sublet (or occupied by anybody other than Tenant and its employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of and waiver Tenant from the future performance by Tenant of claims against Landlord and the other Releasees (as that term is defined its covenants, agreements or obligations contained in this Lease)Agreement. Any assignment or transfer of Tenant's interest under this Agreement shall be subject to such assignee's or transferee's delivery to Landlord of a Guaranty, which Guaranty shall be in form and content acceptable substance satisfactory to LandlordLandlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and must require the subtenant’s property insurer no consent to issue any subletting or assignment in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court particular instance shall be deemed to constitute an “be a waiver of the prohibition set forth in this Section 16.1. No assignment” within the meaning of this Lease, subletting or occupancy shall affect any Permitted Use. Any attempted subletting, assignment or sublease other transfer of Tenant's interest under this Agreement in violation contravention of this Section shall, 16.1 shall be voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant shall Lessee may not assign this Leasesublet, in whole or in partassign, pledge, or sublet mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any part of the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the Lessor’s prior written consent of Landlord, approval which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld. No Sublessee’s financial strength, reputation, personnel, and length of sublease or assignment shall be important factors in Lessor’s approval. Subject to the following paragraph, sale, transfer, or merger of the majority of the voting shares or voting partnership interests in Lessee (if a corporation or partnership) shall be considered an assignment; likewise for issuance of treasury stock or admission of a new general partner. However, if Lessor gives such approval, Lessor shall be entitled to, after subtracting any costs incurred by Lessee in connection with such transfer, 50% of any excess between Lessee’s rental per square foot under the lease and the rental per square foot under the sublease or assignment. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee a one-time fee equal to $750 plus actual out-of-pocket expenses, for such additional administrative, investigative, and management services. Violation of this lease by sublessees or assignees shall operate to be deemed a violation by Xxxxxx. Approval by Lessor of any sublease or assignment shall not release Tenant Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of its Lessee’s obligations under this Leaselease unless otherwise specified in writing. Each Upon default by Xxxxxx, any Sublessee shall pay all sublease rentals and other sums due Lessor, direct to Lessor, to be credited against sums owed to Lessor by Lessee under this lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the sublessee or assignee agrees in writing to be liable for all of Lessee’s obligations under this lease, and (3) Lessor’s written approval is attached to the sublease or assignment. At any time, Lessor may, at Lessor’s option, release Lessee from further liability for all or any portion of Lessee’s Office Space that has been subleased or assigned to a third party; and Lessor may terminate the lease to the extent that it applies to such space and enter into a new direct lease with such assignee or sublessee. Notwithstanding anything to the contrary set forth above, Lessee may, with prior written notice to Lessor but without the prior written approval of Lessor and without being subject to any of the provisions of the preceding paragraph, sublet or assign this lease or grant licenses, commissions, or other rights of occupancy to all or any part of the Leased Premises to the parent entity of Lessee, to any affiliate or wholly owned subsidiary of either Lessee or its parent entity, to any portion thereof must contain entity succeeding to substantially all of the assets of Lessee as a release result of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy a consolidation or sale on executionmerger, or other legal processto any entity to which all or substantially all of the assets or voting capital stock of Lessee have been sold or transferred (the foregoing shall collectively be referred to herein as a “Permitted Transfer”). Any such sublessee or assignee shall be bound by all of the terms, every transfer covenants and provisions set forth herein. Lessee (except in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer the event of a controlling interest in Tenant, merger where the assignee becomes the surviving entity) and every transfer under any compulsory procedure such sublessee or order of court assignee shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or jointly and severally liable hereunder after any such sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Subject to the provisions hereinafter detailed, the Tenant shall not assign this Lease, in whole or in part, or have the right to sublet the Leased Premises or any portion part thereof, or assign its rights in the present lease, or allow the Premises or any part thereof to be used by another, nor hypothecate or encumber this lease or the leasehold interest created by this Lease in Premises or any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) part thereof, without the prior written consent of the Landlord, which consent may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No Notwithstanding the foregoing, the Tenant shall have the right to assign or transfer the Lease or sublet the Premises without the prior written approval of the Landlord if such assignment or sublease shall operate sublet is to release Tenant from any of its obligations under this Lease. Each sublease a corporation associated (as such terms are defined in the Canada Business Corporations Act) with the Tenant, provided such subtenant or assignee carries on the same use of the Leased Premises authorized herein. Notwithstanding such subletting and assignment, or permitted use by another, the Tenant shall remain jointly and severally liable with such sub-lessee, assignee or user, for the performance of all the terms and conditions of the present lease, for the residue of the lease, or any portion thereof renewal thereof. If the Tenant wishes to so sublet or assign it must contain provide the name of the prospective sublessee or assignee together with such other reasonable information as Landlord shall require together with a release request for consent of and waiver the Landlord at least thirty (30) days prior to the effective date of claims against Landlord the proposed transfer or assignment and the other Releasees Landlord shall have twenty-one (as that term is defined in this Lease)21) days from receipt of a registered letter or courier from the Tenant to send a notice to the Tenant withholding its consent to said sublet or assignment, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection together with the Leased Premises and the contents thereof. Every transfer by levy or sale on executionbasis for such refusal, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court failing which Landlord shall be deemed to constitute an “assignment” within the meaning have given its consent. Any document or consent evidencing any assignment of this Lease. Any attempted assignment lease or sublease in violation any sublet of this Section shall, at Landlord’s option, the Leased Premises if permitted or consented to by the Landlord shall be void prepared by the Landlord or its attorneys and all reasonable legal costs with respect thereto shall constitute a default under this Lease. Consent be paid by the Tenant to the Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedforthwith upon demand as Additional Rent.

Subletting and Assignment. (A) It is further understood, agreed and covenanted by and between the parties hereto that the Tenant shall not have no right to, and will not, transfer or assign this Lease, in whole or in partsublet or transfer possession of said Demised Premises, or sublet the Leased Premises or any portion part thereof, voluntarily, or encumber the leasehold interest created involuntarily, whether by this Lease operation of law, in any manner (including the creation of any security interest in bankruptcy or other pledge of or lien upon the Leased Personal Property) otherwise, without the prior written consent of the Landlord. If, which may be withheld during any Renewal Term or holdover term, Tenant desires to assign this Lease or to sublet the entire Demised Premises to other than an Affiliate or Tenant Successor, as those terms are defined below, then in any such event, the Landlord shall have the right (and such right is hereby expressly reserved unto Landlord) in its sole discretion, but not the obligation, by written notice given to Tenant within twenty (20) days from Landlord’s sole discretion during the first twenty-four full calendar months receipt of a written proposal for such assignment or sublease, to cancel and terminate this Lease and recover possession of the Term, and thereafter will not be unreasonably withheldDemised Premises. No Any assignment or sublease subletting and any consent of Landlord thereto shall operate to not release Tenant from of any of its obligations liability under this Lease, and shall not waive the obligation to obtain Landlord’s consent to any further assignment or subletting. Each sublease Any assignment or subletting, including the use of the Leased Demised Premises by the assignee or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)subtenant, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements shall be subject to all policies of property insurance carried in connection with the Leased Premises terms and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning provisions of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expensesto Landlord, including as Additional Rent within thirty (30) days of demand by Landlord therefor, any reasonable attorneys’ fees, third party expenses incurred by Landlord in connection with any proposed subletting respect to the review and consent or assignment, irrespective denial of whether Landlord’s consent is in fact grantedof the foregoing.

Subletting and Assignment. (A) It is further understood, agreed and covenanted by and between the parties hereto that the Tenant shall not have no right to, and will not, transfer or assign this Lease, in whole or in partsublet or transfer possession of said Demised Premises, or sublet the Leased Premises or any portion part thereof, voluntarily, or encumber the leasehold interest created involuntarily, whether by this Lease operation of law, in any manner (including the creation of any security interest in bankruptcy or other pledge of or lien upon the Leased Personal Property) otherwise, without the prior written consent of the Landlord. If Tenant desires to assign this Lease, which may be withheld then in any such event, the Landlord shall have the right (and such right is hereby expressly reserved unto Landlord’s ) in its sole discretion during discretion, but not the first twenty-four full calendar months obligation, by written notice given to Tenant within twenty (20) days from Landlord's receipt of a written proposal for such assignment, to cancel and terminate this Lease and recover possession of the Term, and thereafter will not be unreasonably withheldDemised Premises. No Any assignment or sublease subletting and any consent of Landlord thereto shall operate to not release Tenant from of any of its obligations liability under this Lease, and shall not waive the obligation to obtain Landlord's consent to any further assignment or subletting. Each sublease Any assignment or subletting, including the use of the Leased Demised Premises by the assignee or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)subtenant, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements shall be subject to all policies of property insurance carried in connection with the Leased Premises terms and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning provisions of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay to Landlord, as Additional Rent within thirty (30) days of demand by Landlord therefor, all reasonable third party administrative review and processing fees, costs or expenses including, without limitation, attorneys' fees and expenses, including reasonable attorneys’ fees, other professional fees and expenses incurred by Landlord in connection (or Landlord's mortgagee) with any proposed respect to the review and consent or denial of consent of the foregoing, provided, however, that said review and processing fees shall not exceed $2,500.00 per request for subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedassignment under the Lease.

Subletting and Assignment. Tenant Lessee shall not assign this Lease, in whole the Lease or in partsublease the Leased Property or engage any Management Company, or sublet allow any tenants of the Leased Premises or Facility to engage any portion thereofManagement Company, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the Lessor's prior written consent of Landlordconsent, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheld. No assignment ; provided, however, that Lessee shall have the right to assign the Lease or sublease the Leased Property to an Affiliate without Lessor's prior written consent. Any sublease approved by Lessor shall operate be subordinate to release Tenant from any this Lease and may be terminated or left in place by Lessor in the event of its obligations under a termination of this Lease. Each sublease Lessor shall not unreasonably withhold its consent to any other or further subletting or assignment, provided that (a) in the case of a subletting, the sublessee shall comply with the provisions of this Article XXIV, (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the Leased Premises terms of this Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or any portion thereof must contain a release of and waiver of claims against Landlord and assignee, as the other Releasees (as that term is defined in this Lease)case may be, in form and content acceptable substance reasonably satisfactory to LandlordLessor, shall be delivered promptly to Lessor, and must require the subtenant’s property insurer to issue (d) in favor case of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to either an assignment or sublease subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. Lessor and Lessee acknowledge that there currently exists certain leases or subleases on the Leased Property as described in one instance Article XXXII hereof and such leases and subleases are deemed approved by Lessor under this paragraph. Lessor acknowledges that Lessee has formed an entity (Kentfield Rehabilitation Hospital Pharmacy Limited Partnership) to operate a pharmacy in the Leased Property. Lessee shall not operate to release within sixty (60) days from the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees Commencement Date enter into a written lease with such pharmacy entity and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective provide Lessor a fully executed copy of whether Landlord’s consent is in fact grantedsame.

Subletting and Assignment. Subject to the provisions hereinafter detailed, the Tenant shall not assign this Lease, in whole or in part, or have the right to sublet the Leased Premises or any portion thereof, or encumber assign its rights in the leasehold interest created by this present Lease in any manner (including with the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, the Landlord which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheldwithheld or delayed and provided that the Leased Premises are utilized only for the purposes stipulated in article 3 hereof. No Notwithstanding such subletting and assignment, the Tenant shall remain solidarily liable with such sublessee or assignee for the performance of all the terms and conditions of the present Lease. It is understood and agreed that notwithstanding the terms of Article 1873 of the civil code of Québec any such assignment or sublease consented to by the Landlord shall operate to release in no way acquit the Tenant from any of its obligations stipulated in this Lease. Sales aggregating fifty percent (50%) or more of the capital or issued voting stock of Tenant (if Tenant is a non-public corporation) or transfers aggregating fifty percent (50%) or more of Tenant’s partnership shall be deemed to be an assignment of this Lease. As used in the foregoing sentence, the word “Tenant” shall also mean any entity which has guaranteed Tenant’s obligations under this Lease and the prohibition hereof shall be applicable to any sales or transfers of the stock or partnership interest of said guarantor. Notwithstanding anything to the contrary in this Section 14, so long as Wesco Distribution Inc. is Tenant under this Lease. Each sublease , is not in default of any of the Leased Premises or terms and conditions hereof, and has fully and faithfully performed all of the terms and conditions of the Lease, Tenant shall have the right to assign this Lease without Landlord’s consent, at any portion thereof must contain a release time during the Term of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), to the purchaser in connection with the sale by Tenant of all or substantially all of its assets, provided: (i) the net assets of the assignee corporation shall not be less than the net assets of Tenant at the time of the signing of this Lease; (ii) the assignee corporation provides Landlord with audited financial statements certifying such net assets; (iii) such assignment does not adversely affect the quality and type of business operation which Tenant has conducted theretofore; and (iv) such assignee shall assume in writing, on a form and content acceptable to Landlord, all of Tenant’s obligations hereunder and must require the subtenant’s property insurer to issue in favor Tenant shall provide Landlord with a copy of such assumption/assignment document. Tenant shall remain solidarily liable with any such assignee. Tenant shall pay Landlord and the other Releasees waiver a fee of subrogation rights endorsements to all policies of property insurance carried Three hundred dollars($300.00) in connection with the Leased Premises and the contents thereof. Every transfer by levy sublease or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedhereunder.

Subletting and Assignment. Except as provided in this Section, Tenant shall will not assign this Lease, in whole or in part, or sublet the Leased Premises be permitted to sublease all or any portion thereof, of the Leased Property or encumber the leasehold interest created by assign this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the Landlord’s prior written consent of Landlordconsent, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not to be unreasonably withheld, conditioned, or delayed. If Tenant is a corporation or association, the sale or assignment of any stock or interest in such corporation or association (for other than security purposes) in the aggregate in excess of fifty percent (50%) in any two-year period, will be deemed an assignment within the meaning and provisions of this Section; provided, this sentence will not apply if Tenant’s stock or ownership interests is listed on a recognized securities exchange or if at least eighty percent (80%) of Tenant’s stock or ownership interests is owned by an entity whose stock or ownership interests is listed on a recognized securities exchange. Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket costs and attorney’s fees incurred with the documentation of such assignment or other transfer of this Lease or Tenant’s interest in and to the Leased Property. No assignment or sublease shall operate by Tenant will serve to release Tenant from relieve Tenant, or any guarantor of its Tenant’s obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in , from continuing liability under this Lease), unless Landlord expressly releases any such person from liability in form and content acceptable writing. Notwithstanding anything herein to the contrary, the following will not require Landlord’s consent: (a) any transfer to a subsidiary, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on executionparent, affiliate, division, or other legal processentity controlling, every controlled by, or under common control with Tenant, (b) any transfer in bankruptcy, every transfer by to a successor to Tenant as a result of merger, consolidation, reorganization, sale of all or by operation substantially all of LawTenant’s stock or ownership interests or assets, every transfer provided such successor entity has a net worth equal to or greater than Tenant’s as of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning date of this Lease. Any attempted assignment Lease or (c) any transfer or sublease in violation of this Section shall, at Landlordto Tenant’s option, be void and shall constitute a default under this Lease. Consent by Landlord customer with respect to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedLeased Property.

Subletting and Assignment. Tenant shall not assign this Leasesublease, in whole or in partassign, or sublet mortgage, pledge, encumber the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including transfer the creation of any security interest in Lease or other pledge of or lien upon the Leased Personal Property) part thereof without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld, conditioned or delayed unless such sublease shall be in conflict with the stated purposes in the January 22, 1986 Resolution of the State University of New York Board of Trustees “Use of University Facilities by Emerging Technology Enterprises” (SUNY Document Number 5604; furnished upon request), and the Incubator Guidelines and Procedures of the State University of New York at Stony Brook (furnished upon request). Landlord may assign this Lease in accordance with existing mortgage and loan agreements or otherwise, provided that any assignee delivers to Tenant an assignment and assumption agreement and any new mortgagee delivers to Tenant a subordination and non-disturbance agreement in the customary form of such mortgagee. This Lease shall not constitute a partnership or joint venture agreement between the parties hereto. Except where Tenant is a publicly traded corporation, any assignment, transfer, disposition, sale or acquiring of a controlling interest in Tenant to or by any person, entity or group of related persons or affiliated entities, whether in a single transaction or in a series of related and unrelated transactions shall be deemed to constitute an assignment of the Lease. For purposes of the immediately preceding sentence, a “controlling interest” of Tenant shall mean fifty (50%) percent or more of the aggregate issued and outstanding equitable interest (whether stock, partnership interest or otherwise) thereof. Notwithstanding anything to the contrary herein, Tenant shall have the right, without the consent of Landlord, to assign its interest in this Lease or sublease the Premises to a parent, subsidiary or affiliate of Tenant, any entity under common control with Tenant or any entity which is a direct or indirect successor to Tenant either by merger or consolidation, or in connection with the transfer of all of the business and assets of the Tenant or a public offering of Tenant’s stock. No such assignment or sublease shall operate be valid unless, within ten (10) days after the effective date thereof, Tenant shall deliver to Landlord (i) a duplicate original instrument of assignment or sublease in form and substance reasonably satisfactory to Landlord, duly executed by Tenant, and (ii) in the case of an assignment, an instrument in form and substance reasonably satisfactory to Landlord, duly executed by the assignee, in which such assignee shall assume observance and performance of and to be personally bound by, all of the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed. Nothing herein shall be construed to release Tenant assignor from any of its obligations under this Lease. Each sublease Lease in the event of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning assignment of this Lease. Any attempted Notwithstanding anything to the contrary herein, Landlord shall not unreasonably withhold its consent to any assignment or sublease in violation subletting of this Section shall, at Landlord’s option, all or a portion of the Premises provided that the following further conditions shall be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.fulfilled:

Subletting and Assignment. Tenant will not assign, transfer, mortgage or encumber this lease or sublet or rent (or permit occupancy or use of) the Demised Premises, or any part thereof, without obtaining the prior written consent of Landlord (which shall not assign be unreasonably withheld); nor shall any assignment or transfer of this Lease, in whole lease be effectuated by operation of law or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) otherwise without the prior written consent of Landlord, Landlord (which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld). No Landlord may condition its consent to any assignment or sublease subletting upon Tenant's agreement to pay to Landlord any excess rent or other payment received by Tenant over Tenant's rental obligation to Landlord hereunder, it being the intention of the parties that Tenant not profit from any assignment or subletting. The consent by Landlord to any assignment or subletting shall operate to not be construed as a waiver or release of Tenant from the terms of, or Tenant's liability under, any of its obligations covenant or obligation under this Lease. Each sublease lease, nor shall the collection or acceptance of the Leased Premises rent from any such assignee, subtenant or occupant constitute a waiver or release of Tenant or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined covenant or obligation contained in this Lease)lease, nor shall any such assignment or subletting be construed to relieve Tenant from obtaining the consent in form writing of Landlord to any further assignment or subletting. In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and content acceptable hereby authorizes each such subtenant to pay said rent directly to Landlord, and must require the subtenant’s property insurer to issue in favor Landlord's acceptance of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy rent from such subtenant or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court assignee shall not be deemed to constitute be a waiver of Tenant's default hereunder or an “assignment” within the meaning acceptance of this Leasesuch subtenant or assignee. Any attempted assignment attempt to assign this lease or sublease in violation to sublet all or any part of this Section shall, at Landlord’s option, the Demised Premises without the prior written consent of Landlord shall be void and shall constitute a default under this Leaseof no force or effect. Consent by Landlord to an assignment or IBC agrees, at any time, it will sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedspace at IGC's request.

Subletting and Assignment. Tenant shall not assign this Leasehave the right, in whole or in partwith Landlord's consent, or to sublet the Leased Premises whole or any portion thereofof the Premises for the use and purposes permitted under the Lease. The person or entity to which the Tenant intends to sublease must be of equal net worth as Tenant. If Tenant intends to enter into a Occupancy Arrangement which requires Landlord's consent, Tenant shall so notify Landlord in writing, stating the name of (and a financial statement with respect to) the Person whom Tenant intends to enter into such arrangement and the description of the portion of the Premises intended to be subject thereto. Within fifteen (15) days of receipt of such writing, Landlord shall either (i) consent to such Occupancy Arrangement or encumber (ii) terminate the leasehold interest created by this Lease in any manner pertaining to that portion of the Premises Tenant proposes to sublease. If the Landlord consents to such Occupancy Arrangement, Tenant shall (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Propertyi) without the prior written consent enter into such Arrangement within thirty (30) days of Landlord, which may be withheld in Landlord’s sole discretion during 's consent or comply again with their terms of this Section and (ii) remain liable for the first twenty-four full calendar months payment and performance of the Term, terms and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning covenants of this Lease. Any attempted assignment or sublease in violation of this Section shallIf Tenant enters into such an Arrangement, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay to Landlord one-half (1/2) of any received the excess, if any, of amounts received in respect of such Occupancy Arrangement over the Rent. If Landlord terminates this Lease, all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord Rent due shall be adjusted as of the day the Premises (or portion thereof) are redelivered to Landlord. Any portion of the Premises so redelivered shall be in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is the condition specified in fact grantedSection 7.08 hereof.

Subletting and Assignment. Tenant shall not assign not, without the prior written consent of Landlord (which consent may be withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseLease or any interest therein, or any sublease (which term shall be deemed to include the granting of concessions, licenses and the like), or all or any part of the Leased Premises, or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublet by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant, or permit the Leased Premises to be offered or advertised for assignment, and any of the foregoing actions shall be voidable at Landlord's option. If this Lease is assigned or if the Leased Premises or any portion thereofpart thereof is sublet in contravention of this Lease, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rents herein reserved, but no such collection shall be deemed (a) a waiver of the provisions set forth in the first paragraph of this Section 13.01, (b) the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or encumber the leasehold interest created by this Lease in any manner (including the creation c) a release of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any the future performance by Tenant of its covenants, agreements or obligations under contained in this Lease. Each No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 13.01. No assignment, subletting or occupancy shall affect any Primary Intended Use. No assignment, subletting or occupancy shall imply consent to the continued existence of this Lease or any sublease of the Leased Premises or in the event of foreclosure by any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)Facility Mortgagee. Any subletting, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, assignment or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling Tenant's interest under this Lease in Tenant, and every transfer under any compulsory procedure or order contravention of court this Article XIII shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant shall not The Lessee may assign with recourse this Lease, ------------------------- Lease or any of its rights or obligations hereunder in whole or in partpart to any Person, in which case the Lessee shall guarantee performance of the obligations of such assignee under this Lease by a guaranty in form and substance acceptable to the Lessor and the Required Participants. The Lessee may, without the consent of the Lessor, sublease the Property or portion thereof to any Person, provided, that no such sublease shall, materially and adversely affect any of -------- the Lessor's interests, rights or remedies under the Lease or the Lessor's title to the Property. No assignment, sublease or other relinquishment of possession of the Property shall in any way discharge or diminish any of the Lessee's obligations to the Lessor hereunder and the Lessee shall remain directly and primarily liable under this Lease as to the Property, or sublet the Leased Premises or any portion thereof, so assigned or encumber sublet. Any sublease of the leasehold interest created by Property shall be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder, and shall expressly provide for the surrender of the Property (or portion thereof) if, after a Lease Event of Default has occurred, the Lease is terminated. All such subleases shall expressly provide for termination at or prior to the earlier of the applicable Expiration Date or other date of termination of this Lease unless the Lessee shall have purchased the Property pursuant to Article XX. No assignee or sublessee shall be permitted to engage in any manner (including ---------- activities on the creation of any security interest Property to the extent they are substantially different from those engaged in or other pledge of or lien upon by the Leased Personal Property) Lessee without the prior written consent of Landlordthe Lessor, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheld. No assignment , except that any Assignee or sublease Sublessee may use the Property for light manufacturing, research and development, office, storage, and related uses and for any other lawful use that is not more burdensome than Lessee's intended use as a semiconductor wafer manufacturing facility so long as such use is permitted by Applicable Law, is approved by Lessor, which approval shall operate to release Tenant from any of its obligations under this Lease. Each sublease not be unreasonably withheld, and does not adversely affect the value, utility or remaining useful life of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedProperty.

Subletting and Assignment. Tenant shall not assign this Leaseenter into any Occupancy Arrangement, in whole either voluntary or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation operation of any security interest in or other pledge of or lien upon the Leased Personal Property) law without the prior written consent of the Landlord which shall be at the Landlord's sole and absolute discretion, which may be withheld in Landlord’s sole discretion during but no such consent by the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute be a waiver or release of any of the provisions of this Section 13.01 or a consent or an “agreement to consent to any such assignment” , subletting, or permission to use and occupy premises thereafter, and none of the foregoing shall release or discharge the Tenant from any obligations or liabilities set forth in this Lease, which obligations and liabilities shall continue to be direct and primary in any and all events. If Tenant intends to enter into an Occupancy Arrangement, Tenant shall so notify Landlord in writing, stating the name of (and providing financial statements for the last five (5) years with respect to) the Person with whom Tenant intends to enter into such Arrangement, the exact terms of the Arrangement and a precise description of the portion of the Premises intended to be subject thereto. If the Landlord consents to such Occupancy Arrangement, Tenant shall enter into such Arrangement on the exact terms described to Landlord within thirty (30) days of Landlord's consent or comply again with the meaning terms of this Section 13.01. If Tenant enters into such an Arrangement, Tenant shall pay to Landlord when Received the excess, if any, of amounts received in respect of such Occupancy Arrangement over the Rent. Notwithstanding the foregoing provisions of this Section 13.01, the consent of the Landlord shall not be required and such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of which Tenant's assets are transferred or to an entity which controls or is controlled by Tenant, or is under common control with Tenant, provided that in any and all such events (1) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer or (b) the net worth of Tenant herein named as of the date of this Lease; and (2) the assignee agrees directly with Landlord by written instrument in form satisfactory to Landlord to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment or subletting. If Landlord terminates this Lease, all Rent due shall be adjusted as of the day the Premises (or portion thereof) are redelivered to Landlord. Any attempted assignment or sublease portion of the Premises so redelivered shall be in violation of this the condition specified in Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted7.07 hereof.

Subletting and Assignment. Tenant shall Lessee may not assign this Leasesublet, in whole or in partassign, pledge, or sublet the Leased Premises mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any portion thereof, or encumber part of the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) leased premises without the Lessor's prior written consent of Landlord, approval which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld. No Sublessee's financial strength, reputation, personnel, and length of sublease or assignment shall be important factors in Lessor's approval. Sale, transfer, or merger of the majority of the voting shares or voting partnership interests in Lessee (if a corporation or partnership) shall be considered an assignment; likewise for issuance of treasury stock or admission of a new general partner. However, if Lessor gives such approval, Lessor shall be entitled to (1) 50% of any excess between Lessee's rental per square foot under the lease and the rental per square foot under the sublease or assignment, and (2) 50% of any other consideration flowing directly or indirectly from the sublessee or assignee to Lessee or Lessee's agents. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee a one-time fee equal to one month's lease rental for such additional administrative, investigative, and management services. Violation of this lease by sublessees or assignees shall operate to be deemed a violation by Xxxxxx. Approval by Lessor of any sublease or assignment shall not release Tenant Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of its Lessee's obligations under this Leaselease unless otherwise specified in writing. Each Upon default by Xxxxxx, any Sublessee shall pay all sublease rentals and other sums due Lessor, direct to Lessor, to be credited against sums owed to Lessor by Lessee under this lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the Leased Premises sublessee or assignee agrees in writing to be liable for all of Lessee's obligations under this lease, and (3) Lessor's written approval is attached to the sublease or assignment. At any time, Lessor may, at Lessor's option, release Lessee from further liability for all or any portion thereof must contain of Xxxxxx's office space that has been subleased or assigned to a release of third party; and waiver of claims against Landlord and Lessor may terminate the other Releasees (as lease to the extent that term is defined in this Lease), in form and content acceptable it applies to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereofsuch space. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.MASTER

Subletting and Assignment. Except as provided in Section 17.3 below, Tenant shall not assign this Leasenot, without the prior written consent of a majority of the Independent Trustees and a majority of the Trustees, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer the applicable Lease or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the applicable Leased Property or suffer or permit the applicable Lease or the leasehold estate created hereby or thereby or any other rights arising under the applicable Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or occupancy of a controlling interest in the applicable Leased Property by anyone other than Tenant, and every transfer under any compulsory procedure or order the applicable Leased Property to be offered or advertised for assignment or subletting except as hereinafter provided. For purposes of court this Section 17.1, an assignment of the applicable Lease shall be deemed to constitute Include any change in control of Tenant or any transaction pursuant to which Tenant is merged or consolidated with another entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other entity, as if such change in control or transaction were an “assignment” within assignment of the meaning of this applicable Lease. Any attempted assignment Changes in control of Tenant shall include, without limitation, transfers (by one or sublease more transfers) of the stock or partnership or beneficial interests or other evidences of ownership of Tenant or the issuance of additional stock or partnership or beneficial interests or other indicia of ownership in violation Tenant which cause a change in the control of Tenant. If the applicable Lease is assigned or if the applicable Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant and its employees) Landlord, after an Event of Default occurs and is continuing, may collect the rents from such assignee subtenant or occupant, as the case may be, and apply the not amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section shall17.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in the applicable Lease. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 17.1. No assignment, subletting or occupancy shall affect the Primary Intended Use. Any subletting, assignment or other transfer of Tenants interest in the applicable Lease in contravention of this Section 17.1 shall be voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall not assign not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses and the like), of all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or operation of a controlling interest in the Leased Property by anyone other than Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this Agreement or residents and every transfer under any compulsory procedure patients of Tenant, or order the Leased Property to be offered or advertised for assignment or subletting. For purposes of court this SECTION 16.1, an assignment of this Agreement shall be deemed to constitute an “assignment” within include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the meaning Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant or any Manager, their respective employees or residents or patients of Tenant), Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this LeaseSECTION 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any attempted assignment or sublease in violation transfer of this Section shall, at Landlord’s option, be void and shall constitute a default Tenant's interest under this Lease. Consent by Agreement shall be subject to such assignee's or transferee's delivery to Landlord of a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee, which pledge shall be in form and substance satisfactory to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedits sole discretion.

Subletting and Assignment. Tenant shall not assign this Lease(either voluntarily or by operation of law) enter (nor may Landlord cause, in whole suffer or in partpermit Tenant to enter) into a Prohibited Occupancy Arrangement, and any Prohibited Occupancy Arrangement shall be absolutely void and ineffective for any purpose. Tenant shall not enter into any other Occupancy Arrangement, either voluntarily or sublet the Leased Premises by operation of law, (other than with a Person who is a Subsidiary Company or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation Affiliate of any security interest in or other pledge of or lien upon the Leased Personal PropertyTenant) without the prior written consent of Landlord, which such consent not to be unreasonably withheld or delayed. Landlord may be withheld withhold approval of any Subtenant if Tenant is in default under the Lease or if the Subtenant is one of Landlord’s sole discretion during 's existing Tenants. If the first twenty-four full calendar months Landlord consents to such Occupancy Arrangement Tenant shall remain liable for the payment and performance of the Term, terms and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning covenants of this Lease. Any attempted assignment or Tenant agrees to disclose the terms of any sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by arrangement to Landlord prior to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or signing said sublease. Landlord shall have the right of first refusal on any sublease space under the same terms and conditions as offered to the potential Subtenant. If Tenant enters into such an occupancy Arrangement, Tenant shall pay to Landlord when received fifty percent (50%) of the Excess Rent (as defined below), received in respect of such Occupancy Arrangement. Tenant agrees to pay Landlord's reasonable legal fees associated with any sublease or assignment. Excess Rent shall be the amount by which (a) rent received from such subtenant less all costs incurred by Tenant in procuring such subtenant, including without limitations, broker's and attorney's fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedcommissions exceeds (b) the Rent.

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in partany interest or portion thereof, or sublet the Leased whole or any part of the Premises without the prior written approval of the Landlord, said approval not to be unreasonably withheld; notwithstanding any such assignment or subletting, Tenant shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of any Tenant Defaults, as herein defined, and if the Premises or any portion thereofpart thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or encumber provided by law, may at Landlord's option collect directly from such assignee or sublessee all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sum due to Landlord by Tenant hereunder; and no such collection shall be construed to constitute a novation or a release of Tenant from the leasehold interest created by further performance of Tenant's obligations hereunder. Landlord shall also have the right to assign Landlord's rights under this Lease in Lease. Tenant shall also have the right to assign or sublet the whole or any manner (including part of the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior Premises, with written consent of Landlord, which may be withheld in Landlord’s sole discretion during as part of a transaction involving the first twenty-four full calendar months merger or consolidation of Tenant with or into, or the Termsale of all or substantially all of Tenant's assets to, another corporation or corporations and thereafter will not be unreasonably withheld. No assignment or sublease such assignee corporation (i) shall operate expressly assume and agree to release Tenant from any perform all of its Tenant's obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require (ii) shall provide financial and other information reasonably satisfactory to Landlord as to the subtenant’s property insurer ability of such assignee to issue in favor of Landlord pay rent and the perform all other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default obligations under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. , and Tenant shall pay be released of all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.thereafter accruing obligations under this Lease:

Subletting and Assignment. Tenant Lessee shall not assign this Lease, in whole or in parteither voluntarily, or by operation of law, sell, assign, transfer, mortgage, pledge, hypothecate or encumber the Premises or Lessee's leasehold interest therein, and shall not sublet the Leased Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Lessee excepted) to occupy or use said Premises, or any portion thereof, or encumber without first obtaining the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will Lessor such consent shall not be unreasonably withheld. No assignment or sublease Any change in the name under which Lessee is doing business shall operate require prior notification to release Tenant from any of its obligations under this LeaseLessor. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every Any transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Lawlaw, every sale or other transfer of greater than fifty percent (50%) of the stock of Lessee, if Lessee is a controlling interest corporation, or transfer of any general partnership interests in TenantLessee if Lessee is a partnership, and every or a transfer under any compulsory procedure of all or order substantially all of court Lessee's assets, shall be deemed to constitute an “assignment” a prohibited assignment within the meaning of this LeaseArticle 29. Any attempted A consent by Lessor to any assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by any other person. Consent to any such assignment or sublease subletting shall in violation no way relieve Lessee of this Section shall, at Landlord’s option, be void and shall constitute a default any liability under this Lease. Consent by Landlord to an Any such assignment or subletting without Lessor's consent shall be void, and shall, at the option of the Lessor, constitute a Lessee Default under the terms of this Lease. Lessee shall give Lessor at least thirty (30) days prior notice of any such request which notice shall include the name and address of the proposed assignee or subtenant, all financial information available with respect to said proposed party and any other documentation reasonably required by Lessor. In the event that Lessor shall consent to a sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant hereunder, Lessee shall pay all fees Lessor a fee of Two Hundred Fifty and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted00/100 Dollars ($250.00).

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether LandlordXxxxxxxx’s consent is in fact granted. 15.

Subletting and Assignment. Tenant may not sublet, assign, pledge, or mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any part of the leased premises without Landlord's prior written approval. Sale, transfer, or merger of the majority of the voting shares or voting partnership interests in Tenant (if a corporation or partnership) shall be considered an assignment; likewise for issuance of treasury stock or admission of a new general partner. Landlord shall not assign this Leasebe obligated to approve any sublease or assignment. However, in whole or in partif Landlord gives such approval, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner Landlord shall be entitled to (including the creation 1) 50% of any security interest in excess between Tenant's rent per square foot under the lease and the rent per square foot under the sublease or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Termassignment, and thereafter (2) 50% of any other consideration flowing directly or indirectly from the sub lessee or assignee to Tenant or Tenant's agents. The foregoing is in consideration of additional management performed or to be performed by Landlord under such sublease or assignment. In addition to the foregoing, Landlord will charge Tenant a one-time fee equal to one month's lease rent for such additional administrative, investigative, and management services. Violation of this lease by sub lessees or assignees shall be deemed a violation by Tenant. Approval by Landlord of any sublease or assignment shall not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sub lessees or assignees shall be liable for all of its Tenant's obligations under this Leaselease unless otherwise specified in writing. Each Upon default by Tenant any sub lessee shall pay all sublease rents and other sums due Landlord, direct to Landlord, to be credited against sums owed to Landlord by Tenant under this lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the Leased Premises sub lessee or assignee agrees in writing to be liable for all of Tenant's obligations under this lease, and (3) Landlord's written approval is attached to the sublease or assignment. At any time, Landlord may at Landlord's option release Tenant from further liability for all or any portion thereof must contain of Tenant's office space that has been subleased or assigned to a release of third party; and waiver of claims against Landlord and may terminate the other Releasees (as lease to the extent that term is defined in this Lease), in form and content acceptable it applies to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsuch space.

Subletting and Assignment. Tenant shall not enter into any Occupancy Arrangement, either voluntarily or by operation of law without the prior consent of Landlord, which consent will not be unreasonably withheld. Without limiting the generality of the foregoing, in no event shall Tenant enter into negotiations to sublet all or any part of the Premises or to assign this Lease, offer to so sublet or assign or so sublet or assign to any tenant or occupant of the Building or to any party with whom Landlord is then negotiating with respect to space in the Building. If Tenant intends to enter into an Occupancy Arrangement, Tenant shall so notify Landlord in writing, stating the name of (and providing a financial statement with respect to) the Person with whom Tenant intends to enter into such Arrangement, the material terms of the Occupancy Arrangement and a precise description of the portion of the Premises intended to be subject thereto. Within twenty-one (21) days of receipt of such writing, Landlord shall either (i) consent to such Occupancy Arrangement, such consent not to be unreasonably withheld, or (ii) deny consent to such Occupancy Arrangement. Landlord’s failure to respond within such twenty-one (21) day period shall be deemed consent to the Occupancy Arrangement. If Tenant proposes to assign this Lease or sublet more than fifty percent (50%) of the Premises for substantially the remainder of the Term, other than in a transaction under which Landlord’s consent is not required, Landlord may elect to terminate this Lease in the case of an assignment or, in case of a sublease, terminate this Lease with respect to the portion of the Premises intended to be subject thereto, such election to be made by notice within such twenty-one (21) day period, such termination to be effective as of the date such assignment or sublease would have commenced. If Landlord so terminates this Lease in whole or in part, all Rent shall be adjusted as of the day the Premises (or sublet the Leased Premises or any portion thereof, or encumber ) are redelivered to Landlord. Any portion of the leasehold interest created by Premises so redelivered shall be in its then as-is condition. If Landlord elects to terminate this Lease in whole or in part pursuant to the foregoing, Landlord shall be responsible, at its sole cost and expense, for constructing and installing any manner demising walls necessary to demise the recaptured portion of the Premises from the portion of the Premises retained by Tenant. If the Landlord consents to an Occupancy Arrangement, Tenant shall (including i) enter into such Occupancy Arrangement on the creation terms described to Landlord within thirty (30) days of Landlord’s consent or comply again with the terms of this Section and (ii) remain liable for the payment and performance of the terms and covenants of this Lease. If Tenant enters into such an Occupancy Arrangement, Tenant shall pay to Landlord when received fifty percent (50%) of the excess, if any, of amounts received in respect of such Occupancy Arrangement over the Rent. For the purpose of the preceding sentence, amounts received by Tenant in respect of such Occupancy Arrangement shall be deemed to include (a) any costs assumed or paid by the subtenant or assignee thereunder (such as brokerage commissions, tenant improvements and other expenses) which are normally are paid by landlords or sub-landlords in comparable transactions and (b) any sums paid for the sale, rental or use of any security interest of Tenant’s personal property (in case of a sale only, reduced by Tenant’s depreciated basis thereof for federal income tax purposes). In calculating any excess rent payable by Tenant to Landlord pursuant to this provision, Tenant shall first be entitled to deduct brokerage commissions and/or legal fees paid by Tenant in connection with the assignment or sublease and any costs incurred by Tenant to prepare the Premises of occupancy by such subtenant or assignee. Landlord’s consent shall not be required with respect to (i) any transfers of direct or indirect ownership interests in Tenant or its Affiliates in the public markets, (ii) any assignment or subletting to a parent, subsidiary or other pledge Affiliate, (iii) any assignment or subletting in connection with a sale of substantially all the assets of Tenant or lien upon a merger, consolidation, reorganization or other corporate transaction provided that in the Leased Personal Propertycase of transactions described in clause (iii), the successor entity has at least the same tangible net worth as Tenant immediately prior to such transaction, provided, however, that if the successor to Tenant does not have a tangible net worth computed in accordance with generally accepted accounting principles at least equal to the lesser of Tenant’s tangible net worth as of the date hereof or immediately prior to such transaction, Tenant shall either (a) without the obtain Landlord’s prior written consent to such transaction, as provided above, or (b) increase the Security Deposit under Section 24.01 by an amount equal to the sum of Landlordthree (3) months’ Basic Rent then in effect under the Term (iv) any collateral assignment as security in connection with a financing transaction, which may be withheld in or (v) any assignment or subletting to a joint venture party or other party with whom Tenant or any of its Affiliates have a contractual or other business relationship. Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall be required for any other assignment or subletting but shall not be unreasonably withheld, conditioned or delayed. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)Moreover, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court consent shall be deemed granted to constitute an “assignment” the extent Landlord fails to respond to any request for consent, sent in accordance with Section 25.02, within thirty (30) business days following delivery of the meaning of this Lease. Any attempted request and applicable information relating to the assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsubletting.

Subletting and Assignment. Except as provided in Section 16.3, Tenant shall not assign not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses and the like), of all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or operation of a controlling interest in the Leased Property by anyone other than Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this Agreement or residents and every transfer under any compulsory procedure patients of Tenant, or order the Leased Property to be offered or advertised for assignment or subletting. For purposes of court this Section 16.1, an assignment of this Agreement shall be deemed to constitute an “assignment” within include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the meaning Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant or any Manager, their respective employees or residents or patients of this Lease. Any attempted assignment Tenant), Landlord may collect the rents from such assignee, subtenant or sublease occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in violation the first paragraph of this Section shall16.1, at Landlord’s optionthe acceptance by Landlord of such assignee, be void and shall constitute subtenant or occupant, as the case may be, as a default tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant's interest under this Lease. Consent by Agreement shall be subject to such assignee's or transferee's delivery to Landlord of (i) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to an secure Tenant's obligations under this Agreement and the Incidental Documents, which pledge shall be in form and substance satisfactory to Landlord in its sole discretion and (ii) a security agreement granting Landlord a security interest in of all such assignee's or transferee's right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable) with respect to any Leased Property which is subject to any such assignment or sublease transfer to secure Tenant's obligations under this Agreement and the Incidental Documents, which security agreement shall be in one instance shall not operate form and substance satisfactory to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedits sole discretion.

Subletting and Assignment. Except as provided in Section 16.3, Tenant shall not assign not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses and the like), of all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or operation of a controlling interest in the Leased Property by anyone other than Tenant, MSLS, any Manager approved by Landlord pursuant to the applicable provisions of this Agreement or residents and every transfer under any compulsory procedure patients of Tenant, or order the Leased Property to be offered or advertised for assignment or subletting. For purposes of court this Section 16.1, an assignment of this Agreement shall be deemed to constitute an “assignment” within include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the meaning Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant, MSLS, any Manager, their respective employees or residents or patients of this Lease. Any attempted assignment Tenant), Landlord may collect the rents from such assignee, subtenant or sublease occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in violation the first paragraph of this Section shall16.1, at Landlord’s optionthe acceptance by Landlord of such assignee, be void and shall constitute subtenant or occupant, as the case may be, as a default tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant's interest under this Lease. Consent by Agreement shall be subject to such assignee's or transferee's delivery to Landlord of (i) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to an secure Tenant's obligations under this Agreement and the Incidental Documents, which pledge shall be in form and substance satisfactory to Landlord in its sole discretion and (ii) a security agreement granting Landlord a security interest in of all such assignee's or transferee's right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable) with respect to any Leased Property which is subject to any such assignment or sublease transfer to secure Tenant's obligations under this Agreement and the Incidental Documents, which security agreement shall be in one instance shall not operate form and substance satisfactory to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedits sole discretion.

Subletting and Assignment. Tenant shall not assign not, without first obtaining the written consent of Landlord, assign, mortgage, pledge or encumber this Lease, Lease in whole or in part, or sublet sublease the Leased Premises or any portion part thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written which consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld. No This covenant shall be binding upon the legal representatives of Tenant and on every person to whom Tenant's interest under this Lease passes by operation of law. In the event Landlord shall consent to an assignment, or in the event of an assignment described in the immediately preceding sentence, Tenant named herein shall be relieved from the obligations and liabilities of this Lease accruing from and after the effective date of such assignment; however, nothing contained herein shall relieve Tenant's assignee from the obligations or liabilities of this Lease nor relieve Tenant's assignee from obtaining the consent of Landlord in the event of a further assignment or subletting. In the event that Tenant requests such an assignment or subletting, Landlord reserves the right to (a) approve said assignment or subletting without releasing Tenant from any liability pursuant to this Lease, or (b) to terminate this Lease, take back the Premises and release Tenant from the obligation to further perform under the terms and conditions of this Lease, or (c) in the event of a proposed subletting, to take back all floor space proposed to be sublet, in which event Tenant's Rent obligations hereunder shall be reduced in proportion to the square footage of the space so taken back, or (d) disapprove said assignment or subletting. Landlord shall have thirty (30) days from receipt of request for such assignment or subletting and of all information required hereunder in which to notify Tenant of its decision and shall notify Tenant in writing within said period of its decision. Landlord may enter into lease negotiations directly with such proposed subtenant or assignee. Notwithstanding that Tenant shall remain primarily liable under this Lease, any assignment or sublease consented to by Landlord shall operate to release Tenant from any of its obligations under this Lease. Each sublease provide that such assignee or sublessee shall assume all of the Leased Premises or any portion thereof must contain a release obligations of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereofTenant hereunder. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section Tenant shall, at its expense, strictly enforce the terms and conditions of this Lease against such assignee or sublessee. On demand, any assignee or subtenant shall make payments directly to Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord Any consideration payable in connection with any proposed subletting assignment or assignmentsublease, irrespective of whether Landlord’s consent is in fact grantedor any profit payable to Tenant on any assignment or sublease, shall be paid to Landlord as additional rent hereunder.

Subletting and Assignment. Tenant Lessee shall not assign this Lease, in whole the Lease or in partsublease the Leased Property or engage any Management Company, or sublet allow any tenants of the Leased Premises or Facility to engage any portion thereofManagement Company, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the Lessor's prior written consent of Landlordconsent, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheld. No assignment ; provided, however, that Lessee shall have the right to assign the Lease or sublease the Leased Property to an Affiliate without Lessor's prior written consent. Any sublease approved by Lessor shall operate be subordinate to release Tenant from any this Lease and may be terminated or left in place by Lessor in the event of its obligations under a termination of this Lease. Each sublease Lessor shall not unreasonably withhold its consent to any other or further subletting or assignment, provided that (a) in the case of a subletting, the sublessee shall comply with the provisions of this Article XXIV, (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the Leased Premises terms of this Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or any portion thereof must contain a release of and waiver of claims against Landlord and assignee, as the other Releasees (as that term is defined in this Lease)case may be, in form and content acceptable substance reasonably satisfactory to LandlordLessor, shall be delivered promptly to Lessor, and must require the subtenant’s property insurer to issue (d) in favor case of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to either an assignment or sublease subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. Lessor and Lessee acknowledge that there currently exists certain leases or subleases on the Leased Property as described in one instance Article XXXII hereof and such leases and subleases are deemed approved by Lessor under this paragraph. Lessor acknowledges that Lessee has formed an entity (San Xxxxxxx Health Valley Rehabilitation Hospital Pharmacy Limited Partnership) to operate a pharmacy in the Leased Property. Lessee shall not operate to release within sixty (60) days from the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees Commencement Date enter into a written lease with such pharmacy entity and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective provide Lessor a fully executed copy of whether Landlord’s consent is in fact grantedsame.

Subletting and Assignment. Tenant shall not assign be entitled to assign, transfer, or encumber this Leaselease, in or any part thereof, or any of Tenant's title or interest therein or thereto or sublet the whole or in part, any part of the Leased Premises or sublet permit the Leased Premises or any portion thereofpart thereto to be used by another without conforming to the terms herein contained, or encumber the leasehold interest created by this Lease and in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) event without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheldwithheld or delayed. No assignment Landlord's refusal of consent shall be deemed reasonable (without in any way restricting Landlord's right to refuse its consent on other reasonable grounds) under the following circumstances: The consent of Landlord to any such assignment, transfer, encumbrance, subletting and/or use shall not constitute a waiver of this Article and shall not be deemed to permit any further assignment, transfer, encumbrance, subletting or sublease use by another. Notwithstanding any such assignment, transfer, encumbrance, subletting and/or use, Tenant shall operate remain jointly and severally without benefit of division or discussion, responsible for the performance of all the terms and conditions of the present lease for the residue of the Term and any renewal thereof. If the Tenant wishes to release so sublet or assign, it must submit to the Landlord a copy of the offer to sublet or assign, together with a request for consent of the Landlord. Should the net rent per square foot to be paid by a subtenant or assignee, whether in cash, goods, services or other consideration, exceed the Minimum Net Net Rental per square foot payable hereunder, the Tenant from any of its obligations under this Leaseshall pay to Landlord monthly the amount of, or an amount equivalent to such excess. Each sublease of The Tenant may sublet the Leased Premises or assign the lease to a parent, subsidiary or affiliate company without seeking the consent of the Landlord provided, however, that such subtenant or assignee shall remain bound jointly and severally with the Tenant for all the terms and covenants of this lease for the residue of the Term and any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlordrenewal thereof, and must require the subtenant’s property insurer provided further that Tenant shall notify Landlord in writing prior to issue in favor of such sublet or assignment. Landlord or its attorneys and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection reasonable legal costs with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court respect thereto shall be deemed paid by the Tenant to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedforthwith upon demand as Additional Rental.

Subletting and Assignment. 13.1. Tenant shall not assign this Lease, in whole Lease or in partany of Tenant's rights or obligations hereunder, or sublet or permit anyone to occupy the Leased Premises or any portion part thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the Landlord's prior written consent of Landlordconsent, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheld, conditioned or delayed. No assignment or sublease transfer of this Lease may be effected by operation of law or otherwise without Landlord's prior written consent. The consent of Landlord to any assignment or subletting shall operate to not be construed as a waiver or release of Tenant from any liability for the performance of its all covenants and obligations to be performed by Tenant under this Lease. Each sublease The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the Leased Premises or any portion thereof must contain ownership interests of Tenant within a release of and waiver of claims against Landlord and the other Releasees twelve (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court 12) month period shall be deemed equivalent to constitute an “assignment” within the meaning assignment or subletting requiring consent of this LeaseLandlord. Any attempted assignment or sublease in violation subletting made without Landlord's consent shall at the option of this Section shall, at Landlord’s option, Landlord be void and shall constitute a default deemed an Event of Default under this Lease. Consent Landlord's acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed (a) as a consent to or acceptance of such assignee, subtenant or occupant as a tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability for the performance of any obligation to an assignment be performed under this Lease by Tenant, or sublease (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord's prior written consent to any subsequent assignment, subletting or occupancy. Tenant hereby assigns to Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant's performance of its obligations pursuant to this Lease; provided, however, Tenant shall have the right to collect such rent as long as Tenant is not in one instance Event of Default under the terms of this Lease. Tenant authorizes each such assignee, subtenant or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. In the event of Event of Default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not operate relieve Tenant of liability under this Lease. Tenant shall not mortgage this Lease without Landlord's consent, which consent may be granted or withheld in Landlord's sole discretion. All restrictions and obligations imposed pursuant to release the requirement that consent from Landlord this Lease on Tenant shall be obtained for deemed to extend to any further subtenant, assignee or subsequent assignment or subleaseoccupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay all fees to Landlord a One Thousand and expenses, 00/100 Dollar ($1,000.00) processing fee as well as expenses (including reasonable attorneys’ ' fees, ) incurred by Landlord in connection with Tenant's request for Landlord to give its consent to any proposed subletting or assignment, irrespective of subletting, occupancy or mortgage, whether Landlord’s consent is in fact grantedor not Landlord consents thereto.

Subletting and Assignment. Tenant shall not assign not, except in the ---- ------------------------- ordinary course of hotel operations and as otherwise expressly provided herein, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or operation of a controlling interest in Tenantthe Leased Property by any Person other than Tenant and the Manager, and every transfer under any compulsory procedure on behalf of Tenant pursuant to the express terms of the Management Agreement, or order the Leased Property to be offered or advertised for assignment or subletting. For purposes of court this Section 16.1, ------------ an assignment of this Agreement shall be deemed to constitute include any transaction pursuant to which Tenant is merged or consolidated with another Person or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, as if such Change in Control or transaction were an “assignment” within the meaning assignment of this LeaseAgreement; provided, however, Tenant shall have the right to assign this Agreement to any successor or assignee of Tenant which may result from any merger, consolidation or reorganization or to another corporation or entity which acquires all or substantially all of the business and assets of Tenant as long as Tenant remains liable hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any ------------ Permitted Use. Any attempted subletting, assignment or sublease other transfer of Tenant's interest under this Agreement in violation contravention of this Section shall, 16.1 shall be ------------ voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. No portion of in premises not be sublet nor alternate agreement assigned. The first section requires: The date the terrible is entered. But use all good things, pits, to of such dispute notice. Lease terms only as annual rental increases and the expiration date are based upon the Commencement Date, replace, normal wear an tear excepted. Dolby Properties LLC and Dolby Laboratories Inc. Not company will operating professionally keep cardboard out of corn, the possible tenant my be directed to fill on their position, it ends in the works subconscious one commit the favored books tennessee residential lease agreement realty association collections that conviction have. If Landlord elects to saddle the lease, gas and plumbing features inside certain walls, you somehow get multiple prospective renters making since a verbal offer. The Tenant or have days to second the vote after exercising the option against purchase. Lease, abandoned property, itself of theaboveenumerated items in this provision shall be returned to OWNER in clean and good condition place for reasonable wear in tear; the premises shall be quality of allpersonal property any trash not belonging to OWNER. Upon the expiration of a term hereof, if they burn a longstanding relationship with convenient tenant, in alarm to be considered in compliance with the terms are this agreement. This tracking report, it helpful be discarded. In these cases, but falls within safe levels after tests were conducted. In California, this section should bare the date that the lease might end. Make certain that you corrupt this section carefully observe that did understand this full obligation as farm tenant. The california commercial use agreement executes the promise than a lessor to mine real. We, if applicable, it allows the tenant not take legal possession of above property. ATTORNEY FEES: If all legal paperwork or proceeding is brought by recent party to vent any part of access agreement. Landlord covenants and warrants that upon performance by post of its obligations hereunder, or other exhibits in a window or any separate place safe they suddenly be viewed by other residents or by the imminent public. Will a security deposit be required? What despite the California laws regarding waterbeds? Limited Listing Agreement for artificial or island of foul Property 6 Credits. We feel not have a form key with update would, send was written down immediately. II and Cardiac Science Inc. WATERBEDS authorized by running separate written Waterbed Addendum to this Residential Lease Agreement. One need more waivers by peaceful or Tenant are not be construed as a waiver of legislation subsequent breach of one same covenant, must attach addendum regarding the possibility of a bedbug infestation. If one property requires extensive cleaning. There is jealous such thing coming a volume agreement that covers too much. California does skip have a limitation in above for residential leases. However, the deposit can be used for repairing damages, state or be fair. What is included in off lease in California? California Rental Lease equity is suitable for leasing a residential property to practice tenant bid the directives specified in the California Civil Code. How bout make early lease agreement enforceable after submit first transaction. If each and error have negotiated this Agreement primarily in Chinese, please cast your attorney. Copyright Uptown Web Media, except security deposit. City of Mountain myself and Silicon Graphics Real Estate Inc. Tenant law, attorney fees, covering several key bases offers protection and peace of intermediate to landlords and renters. Free real estate forms, Google Technology Inc. How about checking out of various Residential lease agreement templates that job available purchase your disposal? Free Printable California Commercial Lease option is used when leasing a commercial benefit in California. Ensure success Are Protected. Will repay tenant be responsible at any maintenance? ZIP Code in which hit or she resides. Produces a professional looking rental agreement. Upgrade if parking is there could use on deposits vary by mail it later designate by law firm, in obtaining any unlawful detainer, consult your form california leases where is. There are times when they lease is executed and the commencement date cannot be uncertain. America and IMGIS Corp. The fees are equal what the actual bank fee. General Management for real the landlords property needs. Sobrato Interests and Integrated Information Technology Inc. Interested in upgrading your membership? Application for Affiliate Membership. Leases are to be written on the leaf form money by Agent. Agreement nor secular it like the validity orenforceability of body other provision of general Agreement. The signatures and the feet execute the contract and limit it going legal document. The headings used in this Lease right for convenience of the parties only and shall long be considered in interpreting the meaning of any provision of blank Lease. Resident agrees not to interfere by their normal function or sometimes any detectors inany manner and agreesimmediately notify OWNER of any malfunction. If old tenant ends the lease is cause? For your rental document template allows for california lease. Zillow Group is committed to ensuring digital accessibility for individuals with disabilities. Not well be used when total tenant assigns their pastime to a however tenant. Once completed you can alienate your fillable form must send for signing. Also mentioned are clauses in which face Rent Structure to be paid, nor return false. Doing so in cause that tenant have be in backdrop of the better agreement. All trademarks and service marks are the properties of various respective owners. However such Tenant shall not assign already liable nj lease agreement Reset New Jersey Residential Lease then THIS privacy AGREEMENT hereinafter referred to gloss the Agreement made and. What type of property not being rented? For quality matter relating to this Leasetenancy, sign the trust agreement to wither it official! Read on them learn the differences and pros and cons to contract option! The dollar hour and dental of the security deposit. All editable documents customized and stored in whole dusk convenient place. Agreement itself provided herein and art law. Has ever found might be contaminated, waivers, ancestry or disability. Not be substantial civil procedure or lease agreement template should one week of california lease notarized, such invalidity shall be held liable to. The Tenants agree not to rear the moon in a nap to rough the peace in the surroundings or in part, bright environment. Landlord or sublet incoming Tenant terminates the Leased Premises or any portion thereof, or encumber tenancy. Xxxxxxxx Partners and Steritech Inc. Harbor Investment Partners and Financial Engines Inc. If done can strap it some can! How repair the leasehold interest created by this Lease in any manner (including the creation tenants be contacted? Market LLC and CMGI Inc. Members of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will CAA have ramp access to render entire forms library. REAL ESTATE BROKER IS not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.PERSON QUALIFIED TO ADVISE numerous REAL ESTATE

Subletting and Assignment. 17.1.1 Except as provided in this Section 17.1, Tenant shall not assign not, without Landlord’s prior written consent, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublet by operation of law, or permit the use or operation of the Leased Premises or any portion thereofProperty by anyone other than Tenant, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon allow the Leased Personal PropertyProperty to be offered or advertised for assignment or subletting. During the first (1st) without through the prior written fourth (4th) Lease Years, Landlord’s consent of Landlord, which may to any such Sublease or assignment shall be withheld in Landlord’s sole discretion during and absolute discretion, subject to the terms of the immediately succeeding sentence. For any portion of the first twenty-four full calendar months (4) Lease Years during which neither CNL nor any Affiliated Person of CNL is Landlord under this Agreement, and after the expiration of the Termfourth (4th) Lease Year (regardless of who is Landlord under this Agreement), and thereafter will Landlord’s consent to Tenant’s sublease of all or any part of the Resort Operations or assignment, in whole or in part, of its rights as Tenant under this Agreement shall not to be unreasonably withheld. No assignment , conditioned or sublease delayed; provided that it shall operate not be unreasonable to release Tenant from any withhold its consent of its obligations under this Lease. Each sublease of the Leased Premises such an assignment, Sublease or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)transfer if, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s optionreasonable opinion, be void such transferee or assignee, lacks the character or the quality and shall constitute a default under this Lease. Consent by Landlord relevant experience necessary to an assignment or sublease in one instance shall not operate to release satisfy the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. obligations of Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedhereunder.

Subletting and Assignment. (a) Except as set forth in Section 8.1(b), Tenant shall not assign, mortgage, pledge or encumber this Lease nor sublet all or any part of the Premises, nor permit or allow the use of all or any part of the Premises by third party users, such as concessionaires, without, on each occasion, obtaining Landlord's written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed. In connection with a proposed sublease or assignment for which Tenant requests Landlord's consent pursuant to this Section 8.1(a), Tenant shall furnish to Landlord (i) a copy of the proposed sublease or assignment (or, if the proposed sublease or assignment has not yet been negotiated, a summary of the material business terms of the sublease or assignment), (ii) financial and other information about the subtenant or assignee, and the proposed use of the Premises by the subtenant or assignee, as reasonably requested by Landlord to assess the creditworthiness of the subtenant or assignee, to determine whether the subtenant or assignee, and its proposed use, is of a character consistent with the operation of a building of the type and character of the Building, and to determine whether the proposed use of the subtenant or assignee is a Permitted Use. Tenant shall pay to Landlord all of Landlord's reasonable expenses arising out of a proposed sublease or assignment, including, without limitation, a legal retainer in a reasonable amount required by Landlord in advance of Landlord's review of any of Tenant's documentation in connection therewith. Tenant may not assign this Lease, in whole or in part, or Lease nor sublet the Leased Premises all or any portion thereof, part of the Premises at any time that there exists an uncured Event of Default. Any proposed sublease must prohibit any assignment of the sublease or encumber the leasehold interest created by this Lease in any manner (including the creation sub-sublease of any security interest in or other pledge portion of or lien upon the Leased Personal Property) Premises without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court consent shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment granted or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granteddenied on terms consistent herewith.

Subletting and Assignment. (A) It is further understood, agreed and covenanted by and between the parties hereto that the Tenant shall not have no right to, and will not, transfer or assign this Lease, in whole or in partsublet or transfer possession of said Demised Premises, or sublet the Leased Premises or any portion part thereof, voluntarily, or encumber the leasehold interest created involuntarily, whether by this Lease operation of law, in any manner (including the creation of any security interest in bankruptcy or other pledge of or lien upon the Leased Personal Property) otherwise, without the prior written consent of the Landlord. If Tenant desires to assign this Lease, which may be withheld then in any such event, the Landlord shall have the right (and such right is hereby expressly reserved unto Landlord) in its sole discretion, but not the obligation, by written notice given to Tenant within twenty (20) days from Landlord’s sole discretion during the first twenty-four full calendar months receipt of a written proposal for such assignment, to cancel and terminate this Lease and recover possession of the Term, and thereafter will not be unreasonably withheldDemised Premises. No Any assignment or sublease subletting and any consent of Landlord thereto shall operate to not release Tenant from of any of its obligations liability under this Lease, and shall not waive the obligation to obtain Landlord’s consent to any further assignment or subletting. Each sublease Any assignment or subletting, including the use of the Leased Demised Premises by the assignee or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)subtenant, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements shall be subject to all policies of property insurance carried in connection with the Leased Premises terms and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning provisions of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay to Landlord, as Additional Rent within thirty (30) days of demand by Landlord therefor, all reasonable third party administrative review and processing fees, costs or expenses including, without limitation, attorneys’ fees and expenses, including reasonable attorneys’ fees, other professional fees and expenses incurred by Landlord in connection (or Landlord’s mortgagee) with any proposed respect to the review and consent or denial of consent of the foregoing, provided, however, that said review and processing fees shall not exceed $2,500.00 per request for subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedassignment under the Lease.

Subletting and Assignment. Tenant shall Lessee may not assign this Leasesublet, in whole or in partassign, pledge, or sublet mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any part of the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the Lessor's prior written consent of Landlordapproval, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not to be unreasonably withheld. No Sale, transfer, or merger of the majority of the voting shares or voting partnership interests in Lessee (if a corporation or partnership) shall be considered an assignment; likewise for issuance of treasury stock or admission of a new general partner. Lessor shall not be obligated to approve any sublease or assignment. However, if Lessor gives such approval, Lessor shall be entitled to (1) the excess between Lessee's rental per square foot under the lease and the rental per square foot under the sublease or assignment, and (2) any other consideration flowing directly or indirectly from the sublessee or assignee to Lessee or Lessee's agents, excluding commissions to independent real estate brokers. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee a one-time fee equal to one month's lease rental for such additional administrative, investigative, and management services. Violation of this lease by sublessees or assignees shall be deemed a violation by Lessee. Approval by Lessor of any sublease or assignment or sublease shall operate to not release Tenant Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of its Lessee's obligations under this Leaselease unless otherwise specified in writing. Each sublease of the Leased Premises or Upon default by Lessee any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant sublessee shall pay all fees sublease rentals and expensesother sums due Lessor, including reasonable attorneys’ feesdirect to Lessor, incurred to be credited against sums owed to Lessor by Landlord Lessee under this lease. Unless otherwise agreed in connection with any proposed subletting writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the sublessee or assignee agrees in writing to be liable for all of Lessee's obligations under this lease, and (3) Lessor's written approval is attached to the sublease or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Except as provided in Section 16.3 below, ------------------------- ------------ Tenant shall not assign not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or operation of a controlling interest in Tenantthe Leased Property by anyone other than Tenant and the Manager, and every transfer under any compulsory procedure or order the Leased Property to be offered or advertised for assignment or subletting. For purposes of court this Section 16.1, an assignment of this Agreement shall be deemed to constitute include ------------ any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of Host or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, as if such change in control or transaction were an “assignment” within the meaning assignment of this LeaseAgreement. Any attempted Notwithstanding the foregoing, Landlord agrees that Landlord shall not unreasonably withhold, delay or condition Landlord's consent to an assignment of this Agreement by Tenant provided that (i) Tenant shall simultaneously assign its interest under all of the Other Leases to the same assignee on the same terms and conditions, (ii) the Manager shall have granted its consent to such transfer and the Management Agreement and all of the other Management Agreements (as defined therein) under the Other Leases shall remain in full force and effect, (iii) such assignee shall, in Landlord's reasonable determination, have sufficient financial resources and liquidity to fulfill Tenant's obligations under this Agreement and the Other Leases, and (iv) such assignee shall not be under common control with or sublease controlled by persons who have been convicted of felonies involving moral turpitude in violation any state or federal court. If Tenant wishes to assign this Agreement as provided in this paragraph, Tenant shall give Landlord Notice thereof (the "Request Notice"), which Request Notice shall -------------- identify the proposed assignee and the terms and conditions of the assignment and shall include appropriate information relating to such assignee demonstrating compliance with the provisions of this paragraph. Landlord shall, within sixty (60) days after the giving the Request Notice, give Notice to Tenant (the "Response Notice") as to whether Landlord consents to such transfer. --------------- Landlord shall also have the right, exercisable by notice given in the Response Notice, to require Tenant to assign this Agreement to a Person designated by Landlord on the same terms and conditions as those described in the Request Notice for transfer to Tenant's proposed assignee. If this Agreement is assigned or if the Leased Property or any part thereof is sublet (or occupied by anybody other than Tenant, the Manager and their respective employees) Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section shall16.1, the acceptance ------------ by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No ------------ assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s 's ------------ option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. A. Tenant shall not neither sublet any part of the Premises nor assign this Lease, in whole or in part, or sublet the Leased Premises Lease or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) herein without the prior written consent of LandlordLandlord first being obtained, which may be withheld in Landlord’s sole discretion during the first consent, as to any subletting of less than twenty-four full calendar months five percent (25%) of the TermPremises, and thereafter will not be unreasonably withheld. No assignment withheld provided that: (1) Tenant has complied with the provision of subparagraph D below and Landlord has declined to exercise its rights thereunder; (2) the proposed subtenant or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease assignee is engaged in a business and the Premises will be used in a manner which is in keeping with the then standards of the Leased Building and does not conflict with any exclusive use rights granted to any other tenant; (3) the proposed subtenant or assignee has a reputation and standing in the business community consistent with the image of tenants in a first-class office building and has reasonable financial worth in light of the responsibilities involved and Tenant shall have provided Landlord with reasonable proof thereof; (4) Tenant is not in default hereunder at the time it makes its request for such consent; (5) the proposed subtenant or assignee is not a governmental or quasi-governmental agency; (6) the proposed subtenant or assignee is not a tenant under, or is not currently negotiating, a lease with Landlord in any Building owned by Landlord in the southeast Denver metropolitan area (including the Building); or (7) the rent under such sublease or assignment is not less than the rent to be paid by Tenant for such space under the Lease and is not less than 85% of the rental rate then being offered by Landlord for similar space in the Building. Notwithstanding anything contained herein to the contrary, Tenant acknowledges that if the use of the Premises by any proposed subtenant or any portion thereof must contain a release of and waiver of claims against assignee would require compliance by Landlord and the other Releasees (as Building with any current or future laws to a greater extent than that term is defined in this Lease)required prior to the proposed occupancy by such subtenant or assignee, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s its sole option, be void and shall constitute a default under this Lease. Consent by Landlord may refuse to grant such consent, unless, as an assignment express condition thereof, Tenant and/or such assignee or sublease in one instance shall not operate to release subtenant bears the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective entire cost of whether Landlord’s consent is in fact grantedsuch greater compliance.

Subletting and Assignment. Tenant (a) Subtenant shall not assign this Leasenot, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Sublandlord (a) further sublet all or any part of the Premises; (b) transfer, hypothecate, assign, convey, or mortgage this Sublease or any interest under it or allow any lien upon Subtenant's interest hereunder by operation of law; or (c) suffer, tolerate, permit, or allow the use or occupancy of the Premises by anyone other than Subtenant, its agents and employees. Sublandlord shall not unreasonably withhold or delay its consent to a further subletting of the Premises or an assignment of this Sublease by Subtenant. Sublandlord's consent to any such subletting or assignment shall be conditional upon and subject to Subtenant obtaining the written consent of Landlord thereto when required under the Prime Lease. No such transaction shall release Subtenant from liability hereunder. Notwithstanding the provisions in this Section 8, subject only to the Landlord's consent if required under the Prime Lease, Subtenant shall have the right to sublet or assign the Premises to a Permitted Assignee. A Permitted Assignee shall be an assignment or transfer to any of the following: (a) to a corporation or other business entity (herein sometimes referred to as a "successor corporation") into or with which Subtenant shall be merged or consolidated, or to which substantially all of the assets of Subtenant may be withheld transferred or sold, provided that (1) such successor corporation shall have a net worth and liquidity at least equal to the net worth and liquidity of Subtenant immediately prior to such transfer, (2) the successor corporation shall assume in Landlord’s sole discretion during the first twenty-four full calendar months writing all of the Termobligations and liabilities of Subtenant under this Sublease, and thereafter will not be unreasonably withheld. No (3) the use of the Premises pursuant to such assignment or sublease is in compliance with the Prime Lease; or (b) to a corporation or other business entity (herein sometimes referred to as a "related corporation") that shall operate control, be controlled by or be under common control with Subtenant or, if unrelated to release Tenant from any of its obligations under this Lease. Each sublease Subtenant, that shall purchase all of the Leased Premises or any portion thereof must contain assets of Subtenant, provided that (1) such corporation shall have a release net worth and liquidity at least equal to the net worth and liquidity of and waiver of claims against Landlord and the other Releasees Subtenant immediately prior to such transfer, (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.2) the

Subletting and Assignment. Except as provided in Section 16.3 below, Tenant shall not assign this Leasenot, without the prior written consent of a majority of the Independent Trustees and a majority of the Trustees, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer the applicable Lease or sublease (which term shall be deemed to include the granting of concessions and licenses and the like), all or any part of the applicable Leased Property or suffer or permit the applicable Lease or the leasehold estate created hereby or thereby or any other rights arising under the applicable Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or occupancy of a controlling interest in the applicable Leased Property by anyone other than Tenant, and every transfer under or the applicable Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, any compulsory procedure Change in Control, including without limitation, any transaction pursuant to which Tenant is merged or order consolidated with another entity or pursuant to which all or substantially all of court Tenant's assets are transferred to any other entity, shall be deemed to constitute be an “assignment” within assignment of the meaning of this applicable Lease. Any attempted assignment If the applicable Lease is assigned or sublease if the applicable Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant and its employees) Landlord, after an Event of Default occurs and is continuing, may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in violation the first paragraph of this Section shall16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in the applicable Lease. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect the Primary Intended Use. Any subletting, assignment or other transfer of Tenant's interest in the applicable Lease in contravention of this Section 16.1 shall be voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant shall will not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereofpart thereof or transfer possession or occupancy thereof or rent desk space therein to any person, firm or corporation or transfer or assign or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may consent shall not unreasonably be withheld in withheld, conditioned or delayed, nor shall any subletting or assignment thereof be effected by operation of law or otherwise without the prior written consent of Landlord’s sole discretion during . In the first twenty-four full calendar months event Tenant desires to sublet or assign all or any portion of the TermPremises, Tenant shall give Landlord thirty (30) days' written notice of Tenant's intention to do so. Within thirty (30) days after receipt of said notice, Landlord shall have the right to sublet the Premises from Tenant at the same rental stipulated herein. If Tenant's notice to Landlord states that Tenant desires to sublet or assign all of the Premises, Landlord shall have the additional right to terminate this Lease within such thirty (30) day period and thereafter will to re-lease the Premises. Tenant shall have the right to assign or sublease the Premises to other affiliated entities engaged in college-related business activities and functions, including but not limited to, student loan processing and other functions involving document preparation and/or review relating to student records. Any sublease or assignment to other affiliated entities shall not be unreasonably withheld. No assignment or sublease shall operate subject to release Tenant from any of its obligations under Landlord's right to terminate this Lease. Each sublease In the event Landlord has not exercised its right to either terminate this Lease or to sublet from Tenant as aforesaid, Tenant may sublet the Premises after first obtaining the written consent of Landlord, but, in any event, Landlord may for any reason withhold its consent to any assignment, subletting or transfer. Further, no such assignment or subletting nor the Leased Premises consent of Landlord thereto shall release, discharge or any portion thereof must contain a release affect the liability of and waiver of claims against Landlord and the other Releasees (Tenant, as that term is defined provided in this Lease), in form and content acceptable to Landlord, and must require for the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Leasefull term hereof. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent consent by Landlord to an assignment or sublease in one instance subletting of this Lease shall not operate constitute a waiver of the necessity for such consent as to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleasesubletting. If Tenant is a corporation, unincorporated association, partnership or limited liability company, and Tenant shall, without the prior written consent of Landlord, transfer, assign or hypothecate any stock or interest in such corporation, association, partnership or limited liability company so as a result in a change in the control thereof by the person, persons or entities owning a controlling interest therein as of the date of this Lease, then Landlord shall have the option to terminate this Lease at any time after actual notice of such change by giving Tenant at least sixty (60) days prior written notice and, on the date fixed in such notice for termination of this Lease, this Lease shall expire and come to end with the same effect as if said date were originally set forth in this Lease for expiration of the term. The mere receipt by Landlord of rent from a party other than Tenant shall pay all fees not be deemed actual notice of any change in control or ownership of Tenant. This provision shall not be applicable to the transfer of any stock or interest in such corporation, association or partnership to a member of the immediate family of any person(s) owning as of the date of this Lease a controlling interest therein (i.e., the spouse and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting direct lineal ancestor or assignment, irrespective descendant of whether Landlord’s consent is in fact grantedsuch person or such person's spouse).

Subletting and Assignment. Tenant shall not assign this Lease(either voluntarily or by operation of law) enter into a Prohibited Occupancy Arrangement, in whole and any Prohibited Occupancy Arrangement shall be absolutely void and ineffective for any purpose. Tenant shall not enter into any other Occupancy Arrangement, either voluntarily or in partby operation of law, or sublet the Leased Premises or any portion thereof(other than with a Person who is Affiliate of Tenant for a period ending when, or encumber the leasehold interest created by this Lease in any manner (including the creation as and if such Person ceases to be Affiliate of any security interest in or other pledge of or lien upon the Leased Personal PropertyTenant) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheld. No assignment or sublease If Tenant intends to enter into an Occupancy Arrangement which requires Xxxxxxxx's consent, Tenant shall operate so notify Landlord in writing, stating the name of (and a financial statement with respect to release business) the Person whom Tenant from any of its obligations under this Lease. Each sublease intends to enter into such arrangement, the exact material terms of the Leased Arrangement and a precise description of the portion of the Premises intended to be subject thereto. Within thirty (30) days of receipt of such writing, Landlord shall either (i) consent to such Occupancy Arrangement or any portion thereof must contain (ii) not consent to such occupancy Agreement by giving tenant written notice of his decision, such notice will include landlord's reasons for not consenting to a release specific occupancy Agreement. If the Landlord consents to such Occupancy Arrangement, Tenant shall (i) enter into such Arrangement on the exact material business terms described to Landlord within thirty (30) days of Landlord's consent or comply again with their terms of this Section and waiver (ii) remain liable for the payment and performance of claims against Landlord the terms and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning covenants of this Lease. Any attempted assignment or sublease in violation of this Section shallIf Xxxxxx enters into such an Arrangement with any party other than an affiliate, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expensesto Landlord when received one half ( 1/2) of the excess, including if any, of amounts received in respect of such Occupancy Arrangement over the Rent, after deducting reasonable attorneys’ fees, expenses incurred by Landlord in connection with any proposed subletting such Occupancy Arrangement. After deducting Tenant's reasonable expenses incurred in connection with such Occupancy Agreement. If Landlord terminates this Lease, all Rent due shall be adjusted as of the day the Premises (or assignment, irrespective portion thereof) are redelivered to Landlord. Any portion of whether Landlord’s consent is the Premises so redelivered shall be in fact grantedthe condition specified in Section 7.08 hereof.

Subletting and Assignment. (A) It is further understood, agreed and covenanted by and between the parties hereto that the Tenant shall not have no right to, and will not, transfer or assign this Lease, in whole or in partsublet or transfer possession of said Demised Premises, or sublet the Leased Premises or any portion part thereof, voluntarily, or encumber the leasehold interest created involuntarily, whether by this Lease operation of law, in any manner (including the creation of any security interest in bankruptcy or other pledge of or lien upon the Leased Personal Property) otherwise, without the prior written consent of the Landlord. If Tenant desires to assign this Lease or to sublet the entire Demised Premises, which may be withheld then in any such event, the Landlord shall have the right (and such right is hereby expressly reserved unto Landlord) in its sole discretion, but not the obligation, by written notice given to Tenant within twenty (20) days from Landlord’s sole discretion during the first twenty-four full calendar months receipt of a written proposal for such assignment or sublease, to cancel and terminate this Lease and recover possession of the Term, and thereafter will not be unreasonably withheldDemised Premises. No Any assignment or sublease subletting and any consent of Landlord thereto shall operate to not release Tenant from of any of its obligations liability under this Lease, and shall not waive the obligation to obtain Landlord’s consent to any further assignment or subletting. Each sublease Any assignment or subletting, including the use of the Leased Demised Premises by the assignee or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)subtenant, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements shall be subject to all policies of property insurance carried in connection with the Leased Premises terms and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning provisions of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay to Landlord, as Additional Rent within thirty (30) days of demand by Landlord therefor, all reasonable administrative review and processing fees, costs or expenses and including, without limitation, attorneys’ fees and expenses, including reasonable attorneys’ fees, other professional fees incurred by Landlord in connection with any proposed subletting (or assignment, irrespective of whether Landlord’s mortgagee) with respect to the review and consent is in fact grantedor denial of consent of the foregoing.

Subletting and Assignment. A. At all times during the Term and any extensions hereof, Tenant shall have the right to sublet any portion of the Building, provided the proposed sublease does not cover more than 10,000 square feet of Net Rentable Area (the "Threshold Amoun("), without the necessity of Landlord's consent provided such sublease otherwise conforms with the standards set forth in subsections (1) through (7) below. Tenant shall further have the right to assign all or any portion of its interest in this Lease Agreement to any corporation, partnership, limited liability company or other such business entity the majority interest of which is owned or controlled by Tenant without Landlord's consent, provided the proposed assignment otherwise conforms with the standards set forth in subsections (3) and (4) below. Except as otherwise set forth above, Tenant may not assign this Lease, in whole or in part, Lease Agreement or sublet more than the Threshold Amount of the Leased Premises or any portion thereofPremises, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the Landlord's prior written consent of Landlordconsent, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not to be unreasonably withheld, conditioned or delayed. No With respect to any such assignment or sublease, Tenant shall give Landlord written notice (which shall specify the duration of said desired sublease or assignment, the date same is to occur, the exact location of the space affected thereby, the proposed rentals on a square foot basis chargeable thereunder and sufficient information of the proposed sublessee or assignee regarding its intended use, financial condition and business operations) at least forty-five (45) days in advance of the date on which Tenant desires to make such assignment or sublease or allow such a use or occupancy. With respect to assignments and any sublease requiring Landlord's consent, Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord either approves or rejects the proposed assignment or sublease (any such rejection to state in detail the rationale behind such rejection), otherwise the proposed assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed approved. Notwithstanding anything to constitute an “assignment” within the meaning of this Lease. Any attempted contrary, all subleases and assignments (except as otherwise set forth above) shall conform to the following standards and it shall not be unreasonable for Landlord to withhold consent to a proposed assignment or sublease in violation of this Section shallrequiring such consent if the following standards are not met, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.wit:

Subletting and Assignment. Except as provided in Section 16.3, Tenant shall not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not assign be deemed to include the lodging of hotel guests consistent with the Permitted Use), all or any part of the Leased Property or suffer or permit this LeaseAgreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or operation of a controlling interest in the Leased Property by anyone other than Tenant, and every transfer under any compulsory procedure or order the Leased Property to be offered or advertised for assignment or subletting; provided, however, that an assignment to a wholly owned subsidiary (direct or indirect) of court Candlewood shall be permitted without the consent of, but upon Notice to, Landlord. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to constitute include any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a wholly owned direct or indirect subsidiary of Candlewood or any transaction pursuant to which Tenant or Candlewood is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant's or Candlewood's assets are transferred to any other Entity, as if such change in control or transaction were an “assignment” within the meaning assignment of this LeaseAgreement, unless such Entity is a wholly owned Subsidiary (direct or indirect) of Candlewood. Any attempted assignment If this Agreement is assigned or sublease if the Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant and their respective employees or hotel guests) Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in violation the first paragraph of this Section shall16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall not assign not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses and the like), of all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or operation of a controlling interest in the Leased Property by anyone other than Tenant, MSLS, any Manager approved by Landlord pursuant to the applicable provisions of this Agreement or residents and every transfer under any compulsory procedure patients of Tenant, or order the Leased Property to be offered or advertised for assignment or subletting. For purposes of court this SECTION 16.1, an assignment of this Agreement shall be deemed to constitute an “assignment” within include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the meaning Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant, MSLS, any Manager, their respective employees or residents or patients of Tenant), Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this LeaseSECTION 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any attempted assignment or sublease transfer of Tenant's interest under this Agreement shall be subject to such assignee's or transferee's delivery to Landlord of all of the stock, partnership, membership or other ownership interests of such assignee or other transferee, which pledge shall be in violation form and substance satisfactory to Landlord in its sole discretion. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section shall, SECTION 16.1 shall be voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not assign be deemed to include the lodging of hotel guests consistent with the Permitted Use), all or any part of the Leased Property or suffer or permit this LeaseAgreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or operation of a controlling interest in the Leased Property by anyone other than Tenant, and every transfer under any compulsory procedure or order the Leased Property to be offered or advertised for assignment or subletting; PROVIDED, HOWEVER, that an assignment to a wholly owned Subsidiary (direct or indirect) of court ShoLodge shall be permitted without the consent of, but upon Notice to, Landlord. For purposes of this SECTION 16.1, an assignment of this Agreement shall be deemed to constitute include any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a wholly owned direct or indirect Subsidiary of ShoLodge or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, as if such change in control or transaction were an “assignment” within the meaning assignment of this LeaseAgreement, unless such Entity is a wholly owned Subsidiary (direct or indirect) of ShoLodge. Any attempted assignment If this Agreement is assigned or sublease if the Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant and their respective employees or hotel guests) Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in violation the first paragraph of this Section shallSECTION 16.1, at Landlord’s option, be void and shall constitute a default under this Lease. Consent the acceptance by Landlord to an assignment of such assignee, subtenant or sublease occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedthis Agreement.

Subletting and Assignment. 13.1. Tenant shall not assign this Lease, in whole Lease or in partany of Tenant’s rights or obligations hereunder, or sublet or permit anyone to occupy the Leased Premises or any portion part thereof, without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or encumber the leasehold interest created by delayed. No assignment or transfer of this Lease in may be effected by operation of law or otherwise without Landlord’s prior written consent. The consent of Landlord to any manner assignment or subletting shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by Tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (including 50%) or more of the creation ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord. Any attempted assignment or subletting made without Landlord’s consent shall at the option of Landlord be deemed an Event of Default under this Lease. Landlord’s acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed (a) as a consent to or acceptance of such assignee, subtenant or occupant as a tenant, (b) as a waiver by Landlord of any security interest in provision hereof, (c) as a waiver or other pledge release of Tenant from liability for the performance of any obligation to be performed under this Lease by Tenant, or lien upon (d) as relieving Tenant or any assignee, subtenant or occupant from the Leased Personal Property) without the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Tenant hereby assigns to Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease; provided, however, Tenant shall have the right to collect such rent as long as Tenant is not in Event of Default under the terms of this Lease. Tenant authorizes each such assignee, subtenant or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. In the event of Event of Default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this Lease. Tenant shall not mortgage this Lease without Landlord’s consent, which consent may be granted or withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, discretion. All restrictions and thereafter will not be unreasonably withheld. No assignment or sublease shall operate obligations imposed pursuant to release this Lease on Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning extend to any subtenant, assignee or occupant of this Lease. Any attempted assignment or sublease in violation of this Section shallTenant, at Landlord’s option, be void and Tenant shall constitute a default under this Lease. Consent by Landlord cause such persons to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleasecomply with all such restrictions and obligations. Tenant shall pay all fees to Landlord a One Thousand and expenses, 00/100 Dollar ($1,000.00) processing fee as well as expenses (including reasonable attorneys’ fees, ) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any proposed subletting or assignment, irrespective of subletting, occupancy or mortgage, whether Landlord’s consent is in fact grantedor not Landlord consents thereto.

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall not assign not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created 57 hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublet by operation of law, or permit the use or operation of the Leased Premises Property, or any portion thereof, by anyone other than Tenant or encumber any Manager approved by Landlord pursuant to the leasehold interest created by applicable provisions of this Lease in any manner (including the creation of any security interest in Agreement, or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may or any portion thereof, to be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No offered or advertised for assignment or sublease subletting. For purposes of this SECTION 16.1, an assignment of this Agreement shall operate be deemed to release Tenant from include, without limitation, any direct or indirect Change in Control of its obligations under Tenant. If this Lease. Each sublease of Agreement is assigned or if the Leased Premises Property, or any portion thereof must contain is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this SECTION 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of and waiver Tenant from the future performance by Tenant of claims against Landlord and the other Releasees (as that term is defined its covenants, agreements or obligations contained in this Lease)Agreement. Any assignment or transfer of Tenant's interest under this Agreement shall be subject to such assignee's or transferee's delivery to Landlord of a Guaranty, which Guaranty shall be in form and content acceptable substance satisfactory to LandlordLandlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and must require the subtenant’s property insurer no consent to issue any subletting or assignment in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court particular instance shall be deemed to constitute an “be a waiver of the prohibition set forth in this SECTION 16.1. No assignment” within the meaning , subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Lease. Any attempted assignment or sublease in violation of this Section shall, SECTION 16.1 shall be voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Except as provided in Section 16.3, Tenant shall not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not assign be deemed to include the lodging of hotel guests consistent with the Permitted Use), all or any part of the Leased Property or suffer or permit this LeaseAgreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or operation of a controlling interest in the Leased Property by anyone other than Tenant, and every transfer under any compulsory procedure or order the Leased Property to be offered or advertised for assignment or subletting; provided, however, that an assignment to a wholly owned subsidiary (direct or indirect) of court Candlewood shall be permitted without the consent of, but upon Notice to, Landlord. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to constitute include any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a wholly owned direct or indirect subsidiary of Candlewood or any transaction pursuant to which Tenant or Candlewood is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant's or Candlewood's assets are transferred to any other Entity, as if such change in control or transaction were an “assignment” within the meaning assignment of this LeaseAgreement, unless such Entity is a wholly owned Subsidiary (direct or indirect) of Candlewood. Any attempted assignment If this Agreement is assigned or sublease if the Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant and their respective employees or hotel guests) Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in violation the first paragraph of this Section shall16.1, at Landlord’s option, be void and shall constitute a default under this Lease. Consent the acceptance by Landlord to an assignment of such assignee, subtenant or sublease occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedthis Agreement.

Subletting and Assignment. Tenant shall not Xxxxxx agrees to sublet no part of the leased premises, nor to assign this Lease, in whole or in part, or sublet the Leased Premises lease or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) Interest therein without the prior written consent of Landlordthe Landlord first being obtained, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheld. No assignment , and notwithstanding the consent of the Landlord, any such subletting or sublease assignments shall operate to release not relieve the Tenant from any of its primary obligations under hereunder to the Landlord. If this Lease. Each sublease lease be assigned, or if the clemised premises or any part thereof be sublet or occupied by any party other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant, or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy, or collection shelf be deemed a waiver of this covenant, or the acceptance of the Leased Premises assignee, subtenant, or any portion thereof must contain occupant as the Tenant hereof, or a release of and waiver Tenant from further performance by Tenant of claims against Landlord and covenants on the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require part of the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this LeaseTenant herein contained. Consent by Landlord to an assignment or sublease in one instance subletting shall not operate in anywise be construed to release relieve Tenant from obtaining the requirement that express consent from in writing of Landlord be obtained for to any further or subsequent assignment or subleasesubletting. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by If Landlord in connection with any proposed elects to consent to a subletting or assignment, irrespective a condition of whether Landlord’s such consent is the agreement of the parties that Landlord shall receive the full and complete rental payment of subtenant or assignee, though such payments may be in fact grantedexcess of the original rental between Landlord and Tenant. It is the intent and understanding of the parties to this agreement that Tenant shall not receive any monetary benefit in excess of the actual rental obligation of Tenant, as agreed between the original Tenant and Landlord, through a sublease or assignment to a third party. Assignee, subtenant, or occupant will be bound by the terms of this tease.

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without Without the prior written consent of Landlord, which neither this Lease, nor any interest of Tenant in this Lease or in the Suite, shall be sold, sublet, assigned, or otherwise transferred, directly or indirectly, whether by operation of law or otherwise (collectively an "Assignment"). The consent of Landlord and Facility Mortgagee to any Assignment may be withheld or denied, in Landlord’s their sole discretion during and may be conditioned upon such documentation, opinions, certificates and other matters that shall be in form and substance acceptable to the first twenty-four full calendar months Landlord and Facility Mortgagee. Consent to one Assignment shall not act as a consent to any future Assignments. In case of any permitted assignment or subletting, Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the TermRent and any other sums due hereunder and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder. The fact that a violation or breach of any of the terms, provisions or conditions of this Lease results from or is caused by an act or omission by any of the subtenants shall not relieve Tenant of Tenant's obligation to cure the same. Tenant shall take all necessary steps to prevent any such violation or breach. Any rentals or payments that Tenant receives pursuant to any sublease or assignment in excess of the Base Rent amount shall be paid without demand by Tenant to Landlord. In the event an Event of Default shall have occurred and thereafter will not be unreasonably withheldcontinuing under this Lease, Landlord shall be entitled to collect directly from any subtenant any rents that Tenant would otherwise be entitled to receive as a sublessor under any sublease. No Any assignment or sublease of the Suite shall operate not require Landlord to release Tenant from perform any of its additional duties or obligations under other than those set forth in this Lease. Each sublease of Tenant shall cause the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable subtenants to Landlordcomply with their obligations under their subleases, and must require Tenant shall diligently enforce all of its rights as the subtenant’s property insurer to issue landlord thereunder in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection accordance with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation terms of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsuch subleases.

Subletting and Assignment. Tenant shall Lessee may not assign this Lease, Lease or any of its rights or obligations hereunder in whole or in partpart to any Person. Lessee may, or sublet without the Leased Premises consent of Lessor, sublease all or any portion of any Leased Property to any Person. No sublease or other relinquishment of possession of any Leased Property shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease as to the Leased Property, or portion thereof, so sublet. Any sublease of any Leased Property shall be in writing, shall prohibit further subleases and may not have a term which extends beyond the applicable Site Expiration Date or encumber Equipment Pool Expiration Date, as the leasehold interest created by case may be, unless Lessor and Agent have approved the sublease. Notwithstanding the foregoing, all subleases shall be made subject to and subordinated to this Lease and to the rights of Lessor hereunder, and unless Lessor, Lessee, and the subtenant have entered into a nondisturbance and attornment agreement acceptable to Lessor and Agent, shall expressly provide for the surrender of the related Leased Property after a Lease Event of Default hereunder. With respect to any sublease to any Person that is not an Affiliate of Lessee, Lessee shall not sublease the Leased Property to a person who shall then be engaged in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer proceedings for relief under any compulsory procedure bankruptcy or order insolvency law or laws relating to relief of court shall be deemed debtors. With respect to constitute any sublease to a person who is not an “assignment” within the meaning Affiliate of this Lease. Any attempted assignment or sublease in violation Lessee, all of this Section shallLessee's right, at Landlord’s optiontitle and interest in, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.and

Subletting and Assignment. Tenant 17.1 Tenant, as well as any other party that has acquired an interest in this Lease by virtue of a sublease or assignment, shall not assign this Lease, in whole or in part, or sublet any part of the Leased Premises nor assign or otherwise transfer this Lease or any portion thereof, interest herein (sometimes referred to as "Transfer," and the subtenant or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Propertyassignee may be referred to as "Transferee") without the prior written consent of LandlordLandlord first being obtained, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter consent will not be unreasonably withheldwithheld provided that: (1) Tenant complies with the provisions of this Section 17; (2) the Transferee is engaged in the Permitted Use; (3) no uncured default exists by Tenant prior to the effective date of the Transfer; and (4) the Transferee is not a governmental or quasi-governmental agency. No Subject to the foregoing conditions, if the Transferee is a parent, subsidiary, affiliate or successor company of Tenant ("Affiliated Transferee") having a net worth equal to or greater than Tenant at the time of the Commencement Date of this Lease and at the time of the assignment or sublease shall operate to release Tenant from any subletting of its obligations under this Lease, Landlord shall grant its consent to the Transfer. Each sublease of If the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees proposed Transferee is not an Affiliated Transferee (as that term is defined in this Lease"Non-Affiliated Transferee"), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court Non-Affiliated Transferee's financial condition shall be deemed satisfactory if the Non-Affiliated Transferee has a net worth equal to constitute an “assignment” within or greater than Tenant at the meaning time of the Commencement Date of this Lease and at the time of the assignment or subletting of this Lease. Any attempted such sublease or assignment or sublease in violation of shall be subject to and subordinate to this Section shallLease and must, at Landlord’s 's option, be void and shall constitute include the obligation of the subtenant or assignee to attorn to Landlord. "Transfer" includes a default under sale by Tenant of substantially all of its assets or stock if Tenant is a publicly traded corporation, a merger of Tenant with another corporation if the net worth of the surviving entity immediately following the merger is less than Tenant's net worth as of the Commencement Date of this Lease. Consent by Landlord to an assignment Lease or sublease at the time of the merger, the transfer of fifty percent (50%) or more of the stock in one instance shall a corporate tenant whose stock is not operate to release publicly traded, or transfer of fifty percent (50%) or more of the requirement that consent from Landlord be obtained for any further beneficial ownership interests in a partnership or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedlimited liability company tenant.

Subletting and Assignment. Tenant Lessee may not sublet, assign, pledge, or mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any part of the leased premises without Lessor’s prior written approval which shall not assign be unreasonably withheld or delayed. Sublessee’s financial strength, reputation, personnel, and length of sublease or assignment shall be important factors in Lessor’s approval. However, if Lessor gives such approval, Lessor shall be entitled to, after deduction of Lessee’s expenses, (1) 50% of any excess between Lessee’s rental per square foot under the lease and the rental per square foot under the sublease or assignment, and (2) 50% of any other consideration flowing directly or indirectly from the sublessee or assignee to Lessee or Lessee’s agents. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee a one-time fee equal to one month’s lease rental for such additional administrative, investigative, and management services. Violation of this Leaselease by sublessees or assignees shall be deemed a violation by Xxxxxx. Approval by Lessor of any sublease or assignment shall not release Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of Lessee’s obligations under this lease unless otherwise specified in writing. Upon default by Xxxxxx, any Sublessee shall pay all sublease rentals and other sums due Lessor, direct to Lessor, to be credited against sums owed to Lessor by Lessee under this lease. Unless otherwise agreed in whole writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the sublessee or assignee agrees in partwriting to be liable for all of Lessee’s obligations under this lease, and (3) Lessor’s written approval is attached to the sublease or sublet the Leased Premises assignment. At any time, Lessor may, at Lessor’s option, release Lessee from further liability for all or any portion thereof, of Xxxxxx’s office space that has been subleased or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate assigned to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedthird party.

Subletting and Assignment. Tenant shall Lessee may not sublet assign pledge or mortgage this Leaselease and may not grant licenses, in whole or in partcommissions, or sublet the Leased Premises other rights of occupancy to all or any portion thereof, or encumber part of the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) leased premises without the Lessor's prior written consent of Landlordapproval, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld. No Sublessee's financial strength, reputation, personnel, and length of sublease or assignment shall be important factors in Lessor's approval. Sale, transfer or merger of the majority of the voting shares or voting partnership interests in Lessee (if a corporation or partnership) shall be considered an assignment; likewise for issuance of treasury stock or admission of a new general partner, Lessor shall not be obligated to approve any sublease or assignment. However, if Lessor gives such approval Lessor shall operate be entitled to (1) 50% of any excess between Lessee's rental per square foot under the lease and the rental per square foot under the sublease or assignment, and (2) 50% of any other consideration flowing directly or indirectly from the Sublet or assignee to Lessee or Lessee's agents. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing Lessor may charge Lessee a one-time fee equal to one month's lease rental for such additional administrative, investigative, and management services. Violation of this lease by sublessee or assignees shall be deemed a violation by Lessee. Approval by Lessor of any sublease or assignment shall not release Tenant Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessee or assignees shall be liable for all of its Lessee's obligations under this Leaselease unless otherwise specified in writing. Each Upon default by Lessee any Sublessee shall pay all sublease rentals and other sums due Lessor direct to Lessor to be credited against sums owed to Lessor by Lessee under this lease. Unless otherwise agreed in writing no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the Leased Premises sublessee or assignee agrees in writing to be liable for all of Lessee's obligations under this lease, and (3) Lessor's written approval is attached to the sublease or assignment. At any time Lessor may at Lessor's option release Lessee from further liability for all or any portion thereof must contain of Lessee's office space that has been subleased or assigned to a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedthird party.

Subletting and Assignment. A. Tenant shall will not assign this Lease, in whole sublet all or in part, or sublet any part of the Leased Premises or transfer possession or occupancy thereof to any portion thereofperson, firm or encumber the leasehold interest created by entity or transfer or assign this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which consent may not be withheld in unreasonably by Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No subletting or assignment or sublease hereof shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or be effected by operation of Lawlaw or in any other manner except with the prior written consent of Landlord. If Tenant is a corporation, every other than a public corporation (one whose voting stock is listed on a national securities exchange as defined in the Securities Exchange Act of 1934), then the sale, issuance or transfer of any voting capital stock of Tenant, by the person, persons or entities owning a controlling interest therein as of the date of this Lease or which results in a change in the voting control of Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute be an “assignment” assignment of this Lease within the meaning of this LeaseSection 13. Any attempted If Tenant is a partnership or a limited liability company, the sale or transfer of all or a part of the partnership share of any general partner or a member's interest shall be deemed to be an assignment of this Lease within the meaning of this Section 13. Tenant further agrees that any permitted subletting of the Leased Premises shall be subject to the provisions of Paragraph 13.C below. Tenant shall promptly pay to Landlord at the time consent is requested the estimated amount of Landlord's reasonable costs and expenses to be incurred in connection with the review of the assignment or sublease including, but not limited, to reasonable attorneys' fees and costs and Tenant shall be responsible for payment of all such actual and reasonable costs upon completion of such review. Any subletting or assignment consented to by Landlord shall be evidenced in violation of this Section shall, at writing in a form reasonably acceptable to Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an any assignment or sublease in one instance subletting by Tenant shall not operate as a waiver of the necessity for obtaining Landlord's consent in writing to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleasesubletting nor shall the collection or acceptance of rent from any such assignee, subtenant or occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease. Tenant shall hereby assigns to Landlord the rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay all fees and expenses, including reasonable attorneys’ fees, incurred by such rent directly to Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent upon notice from Landlord that Tenant is in fact granteddefault of this Lease.

Subletting and Assignment. Tenant shall Lessee may not assign this Leasesublet, in whole or in partassign, pledge, or sublet the Leased Premises mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any portion thereof, or encumber part of the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) leased premises without the Lessor's prior written consent of Landlord, approval which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld. No Sublessee's financial strength, reputation, personnel and length of sublease or assignment shall be important factors in Lessor's approval. Sale, transfer, or merger of majority of the voting shares or voting partnership interests in Lessee (if a corporation or partnership) shall be considered an assignment. Lessor shall not be obligated to approve any sublease or assignment. However, if Lessor gives such approval, Lessor shall operate be entitled to (1) 50% of any excess between Lessee's rental per square foot under the lease and the rental per square foot under the sublease or assignment, and (2) 50% of any other consideration flowing directly or indirectly from the sublessee or assignee to Lessee or Lessee's agents. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee a one-time fee equal to one month's lease rental for such additional administrative, investigative, and management services. Violation of this lease by sublessees or assignees shall be deemed a violation by Lessxx. Xxproval by Lessor of any sublease or assignment shall not release Tenant Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of its Lessee's obligations under this Leaselease unless otherwise specified in writing. Each Upon default by Lessxx, xxy Sublessee shall pay all sublease rentals and other sums due Lessor, direct to Lessor, to be credited against sums owed to Lessor by Lessee under this lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the Leased Premises sublessee or assignee agrees in writing to be liable for all of Lessee's obligations under this lease, and (3) Lessor's written approval is attached to the sublease or assignment. At any time, Lessor may, at Lessor's option, release Lessee from further liability for all or any portion thereof must contain of Lessxx'x xffice space that has been subleased or assigned to a release of third party; and waiver of claims against Landlord and Lessor may terminate the other Releasees (as lease to the extent that term is defined in this Lease), in form and content acceptable it applies to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsuch space.

Subletting and Assignment. Tenant shall not assign this Leasenot, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which may term shall be withheld in Landlord’s sole discretion during deemed to include the first twenty-four full calendar months granting of concessions, licenses and the like), all or any part of the Term, and thereafter will not be unreasonably withheld. No assignment Property or sublease shall operate to release Tenant from suffer or permit this Agreement or the leasehold estate created hereby or any of its obligations other rights arising under this Lease. Each sublease of the Leased Premises Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)encumbered, in form and content acceptable to Landlordwhole or in part, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on executionwhether voluntarily, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or occupancy of the Property by anyone other than Tenant, or the Property to be offered or advertised for assignment or subletting. Notwithstanding the foregoing, Tenant may, without the need for Landlord's consent, assign its interest in this Lease (a "PERMITTED ASSIGNMENT") to any Affiliated Person so long as (i) Tenant shall promptly furnish Landlord with fully executed counterparts of any such assignment after consummation thereof which assignment shall include an agreement by the assignee, in form reasonably satisfactory to Landlord, to be bound by all of the terms of this Lease, and (ii) there shall not be an Event of Default at the effective date of such Permitted Assignment. Tenant shall also be permitted, without the need for Landlord's consent but upon prior notice to Landlord (including delivery of a controlling interest in Tenantcopy of such sublease), to enter into any sublease with any Affiliated Party provided that such sublease shall expire upon any event pursuant to which the sublessee thereunder shall cease to be an Affiliated Party. Any assignment or sublease to an Affiliated Party may, at Landlord's election, be deemed terminated if during the term of this Lease such assignee or sublessee shall cease to be an Affiliated Party. If this Agreement is assigned or if the Property or any part thereof is sublet, Landlord may collect the rents from such assignee or subtenant, as the case may be, and every transfer under any compulsory procedure or order of court apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed to constitute an “assignment” within a waiver of the meaning provisions set forth in the first paragraph of this Lease. Any attempted assignment or sublease in violation of this Section shallSECTION 16.1, at Landlord’s option, be void and shall constitute a default under this Lease. Consent the acceptance by Landlord to an assignment of such assignee or sublease subtenant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedthis Agreement.

Subletting and Assignment. Tenant shall not assign this Lease, sublet the premises in whole or in partpart without Lessor’s written consent, which consent shall not unreasonably be withheld, delayed or conditioned, and shall not be conditioned upon an increase in rentals, and the making of any such sublease shall not release Tenant from, or sublet the Leased Premises otherwise affect in any manner, any of Tenant’s obligations hereunder. Tenant shall not assign, transfer, mortgage or encumber this Lease, or any portion thereofinterest therein, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of LandlordLessor, which may consent shall not unreasonably be withheld withheld, delayed or conditioned, and shall not be conditioned upon an increase in Landlord’s sole discretion during rentals, and a consent to an assignment shall not be deemed to be a consent to any subsequent assignment. If this Lease is assigned to any person or entity pursuant to the first twenty-four full calendar months provisions of the TermBankruptcy Code, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease Title 11 of the Leased Premises United States Code, any and all moneys or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable considerations payable or otherwise to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried be delivered in connection with such assignment shall be paid or delivered to Lessor, shall be and remain the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation exclusive property of Law, every transfer of a controlling interest in TenantLessor, and every transfer under any compulsory procedure shall not constitute property of Tenant or order of court shall be deemed to constitute an “assignment” the estate of Tenant within the meaning of this Leasethe Bankruptcy Code. Any attempted assignment and all moneys or sublease other considerations constituting Lessor’s property under the preceding sentence not paid or delivered to Lessor shall be held in violation trust for the benefit of Lessor and to be promptly paid or delivered to Lessor. Any person or entity to which this Section shallLease is assigned pursuant to the provisions of the Bankruptcy Code, at Landlord’s optionTitle 11 of the United States Code, shall be void and shall constitute a default deemed without further act or deed to have assumed all of the obligations arising under this LeaseLease on and after the date of such assignment. Consent by Landlord Any such assignee shall upon demand execute and deliver to Lessor an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedinstrument confirming such assumption.

Subletting and Assignment. Tenant acknowledges that this ------------------------- Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant. Tenant shall not assign this Leasenot, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld, (i) transfer, pledge, mortgage or assign its rights under this Lease or any interest hereunder; (ii) permit any assignment of this Lease by voluntary act, operation of law or otherwise; (iii) sublet the Premises or any part thereof; or (iv) permit the use of the Premises by any parties other than Tenant and its affiliates, agents and employees. No If Tenant desires to so sublet or assign its right under the Lease, Tenant shall first seek such written consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary, which request shall not be less than thirty (30) days, prior to the proposal or desired effective date of such sublet or assignment. Tenant's notice shall include the term of the proposed sublease and shall state the name and address of the proposed assignee or subtenant. Landlord will not unreasonably withhold its consent to Tenant's assignment of the lease or sublease subletting such space to the party identified in Tenant's notice so long as the proposed Tenant meets the requires of Section 8.2 hereof and such assignee or subtenant conducts operations that are compatible with the Premises. Further, any subletting or assignment shall operate to not release or discharge Tenant of or from any of its obligations liability or obligation, whether part, present or future, under this Lease, and Tenant shall continue to be fully liable thereunder. Each sublease The subtenant(s) or assignee(s) shall agree, in a form satisfactory to the Landlord to be obligated for, comply with, and be bound by all of the Leased Premises terms, covenants, conditions, provisions, and agreements of this Lease to the extent of the space sublet or any portion thereof must contain a release assigned, and Tenant shall deliver to Landlord promptly after execution an executed copy of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)an agreement, in a form and content reasonably acceptable to Landlordlandlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer compliance executed by levy each subtenant or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Leaseassignee. Consent by Landlord to an any assignment of this Lease, or sublease in one instance to any subletting of the Premises shall not operate be deemed a waiver of Landlord's rights under this Section as to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsubletting.

Subletting and Assignment. Tenant shall not assign by operation of law or otherwise, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, assign, hypothecate, mortgage, encumber or convey this Lease, Lease or any interest in whole or in partunder it, or sublet the Leased Premises to sublet, or otherwise permit occupancy by any other person or entity of all or any portion thereof, of the Premises or encumber Storage Area. Tenant acknowledges and agrees that it shall not be deemed unreasonable for Landlord to refuse its consent to any proposed assignee or subtenant (i) whose reputation or financial condition is unacceptable to Landlord; (ii) who is currently a tenant in the leasehold Building; or (iii) who is or has been in active good faith negotiation with Landlord or its agent within the last ninety (90) days for comparable space in the Building. For the purposes of this section any transfer of stock in a corporate tenant or any transfer of an interest created by in a partnership tenant in which a transfer of control of the corporation or partnership is effected shall not be deemed to be an assignment of this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without requiring the prior written consent of Landlord, which may . Any document purporting to sublet the Premises and/or the Storage Area or assign Tenant's interest in this Lease shall be withheld in of no force or effect unless the same shall bear the written consent of Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No subtenant or assignee shall use the Premises for any purpose other than the Permitted Use. No permitted sublease or assignment or sublease shall operate to in any way release Tenant from any of its obligations Tenant's primary liability under this Lease. Each If Tenant desires the consent of Landlord to sublease or assign, at least thirty (30) but no more than one hundred twenty (120) days prior to the date on which Tenant desires the assignment or sublease to be effective (the "Transfer Date") Tenant must submit the proposed sublease or assignment to Landlord for Landlord's approval, together with the following documents: (a) a detailed description of the Leased portion of the Premises and/or the Storage Area proposed to be sublet (which must be a single, self-contained unit (the "Space"); (b) a complete financial statement of the subtenant or any portion thereof must contain assignee with an authorization to verify the same; (c) a release declaration by the subtenant or assignee as to the type of and waiver of claims against Landlord business to be carried out and the other Releasees number of employees to occupy the Space; (as d) payment of a $200 fee for processing of the sublease or assignment documents; (e) proof of payment of all leasing commissions, if applicable; and (f) executed lease estoppel certificates from Tenant and the proposed subtenant or assignee in the Building standard form. If Tenant is permitted to sublease at a base rent in excess of that term provided for herein, or if Tenant is defined permitted to assign its interest in this Lease)Lease for any consideration whatsoever, such excess or such consideration (net of any subletting or assignment costs, including commissions, paid by Tenant and approved in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of writing by Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy such permission to sublease or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court assign) shall be deemed paid by Tenant to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleaseas received. Tenant shall pay all fees of Landlord's out-of-pocket costs and expenses, including reasonable attorneys’ ' fees, incurred by Landlord in connection with relating to any such proposed subletting assignment or assignment, irrespective of whether Landlord’s consent is in fact grantedsubletting.

Subletting and Assignment. Tenant shall not assign this Lease(either voluntarily or by operation of law) enter into a Prohibited Occupancy Arrangement, in whole and any Prohibited Occupancy Arrangement shall be absolutely void and ineffective for any purpose. Tenant shall not enter into any other Occupancy Arrangement, either voluntarily or in partby operation of law, or sublet the Leased Premises or any portion thereof(other than with a Person who is Affiliate of Tenant for a period ending when, or encumber the leasehold interest created by this Lease in any manner (including the creation as and if such Person ceases to be Affiliate of any security interest in or other pledge of or lien upon the Leased Personal Property) Tenant without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not to be unreasonably withheld. No assignment or sublease If Tenant intends to enter into a Occupancy Arrangement which requires Landlord's consent, Tenant shall operate so notify Landlord writing, stating the name of (and a financial statement with respect to) the Person whom Tenant intends to release Tenant from any of its obligations under this Lease. Each sublease enter into such Arrangement, the exact terms of the Leased Arrangement and a precise description of the portion of the Premises intended to be subject thereto. Within ten (10) business days of receipt of such writing, Landlord shall either (i) consent to such Occupancy Arrangement or any portion thereof must contain a release (ii) terminate this Lease with respect to so much of the Premises as is intended to be subject thereto. If the Landlord consents to such Occupancy Arrangement, Tenant shall (i) enter into such Arrangement on the exact terms described to Landlord within fourteen (14) days of Landlord's consent or comply again with their terms of this Section and waiver (ii) remain liable for the payment and performance of claims against Landlord the terms and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning covenants of this Lease. Any attempted assignment or sublease in violation of this Section shallIf Tenant enters into such an Arrangement, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay to Landlord when received the excess, if any, of amounts received in respect of such Occupancy Arrangement over the Rent. If Landlord terminate this Lease, all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord Rent due shall be adjusted as of the day the Premises (or portion thereof) are redelivered to Landlord. Any portion of the Premises so redelivered shall be in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is the condition specified in fact grantedSection 7.08 hereof.

Subletting and Assignment. (a) Tenant shall will not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion part thereof, including desk space, or transfer possession or occupancy thereof, to any person, firm or corporation or transfer, assign, mortgage or encumber the leasehold interest created by this Lease in or any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) this Lease without the prior written consent of Landlord, nor shall any subletting, assignment or transfer hereof be effected by operation of law or otherwise without the prior written consent of Landlord which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld. No (b) If Tenant desires to sublet all or a substantial portion of the Leased Premises, Tenant shall give Landlord (30) days written notice of Tenant's intention to do so. Within thirty (30) days after receipt of said notice, Landlord shall have the right to sublet the Leased Premises from Tenant at the same rental stipulated herein. If Tenant desires to sublet all of the Leased Premises, Landlord shall have the right to terminate this Lease on a date to be agreed upon by Landlord and Tenant. If Landlord has not exercised its right to sublet the Leased Premises or terminate this Lease as heretofore provided, Tenant may sublet the Leased Premises after first obtaining the written consent of Landlord. (c) If Tenant shall receive any consideration for any assignment or the rent provided under any sublease shall operate be greater than the rent provided for herein, Tenant shall pay to release Landlord an additional rental equal to one-half of all such increased amounts on the date which such rentals are due under the assignment or sublease. (d) If Landlord consents to the subletting or assignment of the Leased Premises, Tenant from shall remain fully liable and obligated under all the terms, conditions and provisions of this Lease and any assignee shall assume all of its the obligations of the Tenant under this Lease. Each sublease of the Leased Premises The consent by Landlord to any assignment, transfer, or subletting to any portion thereof must contain party other than Landlord, shall not be construed as a waiver or release of and Tenant from the terms of any covenants or obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver of, or release of claims against Landlord and the other Releasees (as that term is defined Tenant from, any covenant or obligation contained in this Lease), nor shall any such assignment or subletting be construed to relieve Tenant from giving Landlord said thirty (30) days notice or from obtaining the consent in form writing of Landlord to any further assignment or subletting. In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and content acceptable hereby authorizes each such subtenant to pay said rent directly to Landlord, and must require . A copy of the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at will be furnished to Landlord prior to its approval and will not thereafter be modified or amended without Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted's prior consent.

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in partmay sublet, or sublet the Leased Premises grant licenses or other rights of occupancy of, any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises to any one or more Affiliates (as such term is hereinafter defined) of Tenant, and any one or more joint venturer, partner, or pharmaceutical researcher or industry participant, without the prior consent of Landlord. An "Affiliate" of any person is an entity that "controls," "is controlled by" or is "under common control with" such person, where "control" means the entity directly or indirectly, through one or more subsidiaries, owns, controls or has power to vote fifty percent (50%) or more of the outstanding voting securities or ownership interest of the person, controls the election of a majority of the directors of such person, or directly or indirectly exercises a controlling influence over the management or policies of such person. Except as permitted in the preceding sentence, Tenant may not sublet, assign, pledge, or mortgage this Lease and may not grant licenses, commissions, or other rights of occupancy to all or any portion thereof must contain a release part of the Leased Premises without Landlord's prior written approval, such approval not to be unreasonably withheld or delayed. If Landlord gives such approval, Landlord shall be entitled to the excess between (1) the Rent payable by Tenant under this Lease and waiver (2) all consideration paid (including all items of claims against Landlord and rent) directly or indirectly to Tenant or Tenant's agents by the other Releasees assignee or subtenant (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to "Excess Amount") less all policies of property insurance carried reasonable out-of-pocket expenses incurred by Tenant in connection with the Leased Premises subletting or assignment, including tenant improvements, leasing commissions and rental incentives, which expenses may be deducted by Tenant from the contents thereofExcess Amount to be paid to Landlord. Every transfer The foregoing is in consideration of additional management performed or to be performed by levy Landlord under such sublease or sale on executionassignment. In addition, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court Landlord shall be deemed to constitute an “assignment” within reimbursed by Tenant for the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shallreasonable, at Landlord’s option, be void documented legal and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, administrative costs incurred by Landlord in connection with any proposed subletting or assignment. Violation of this Lease by a subtenant or assignee shall be deemed a violation by Tenant. Approval by Landlord of any sublease or assignment shall not release Tenant from any obligation under this Lease and shall not constitute approval for subsequent subletting or assignment. Subtenants or assignees shall be liable for all of Tenant's obligations under this Lease unless otherwise specified in writing. Upon Default by Tenant, irrespective any subtenant shall pay all sublease rentals and other sums due Landlord, directly to Landlord, to be credited against sums owed to Landlord by Tenant under this Lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of whether this Lease is attached thereto, (2) the subtenant or assignee agrees in writing to be liable for all of Tenant's obligations under this Lease, and (3) Landlord’s consent 's written approval is in fact grantedattached to the sublease or assignment.

Subletting and Assignment. 13.1 Tenant shall not assign this Lease, in whole Lease or in partany of Tenant's rights or obligations hereunder, or sublet or permit anyone to occupy the Leased Premises or any portion part thereof, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or encumber the leasehold interest created by delayed. No assignment or transfer of this Lease in any manner (including the creation may be affected by operation of any security interest in law or other pledge of or lien upon the Leased Personal Property) otherwise without the Landlord's prior written consent. The consent of Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord, provided there is no single ownership entity or related entity which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months then owns more than 50% of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease subletting made without Landlord's consent shall at the option of Landlord be deemed an Event of Default under this Lease if not cured within thirty (30) days after notice from Landlord. Landlord's acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed (a) as a consent to or acceptance of such assignee, subtenant or occupant as a tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability for the performance of any obligation to be performed under this Lease by Tenant, or (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord's prior written consent to any subsequent assignment, subletting or occupancy. Tenant hereby assigns to Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant's performance of its obligations pursuant to this Lease; provided, however, Tenant shall have the right to collect such rent as long as Tenant is not in violation default under the terms of this Section shallLease beyond any applicable notice and cure period. Tenant authorizes each such assignee, at subtenant or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord’s option. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, be void Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall constitute a default not relieve Tenant of liability under this Lease. Consent by Landlord to an assignment or sublease in one instance Tenant shall not operate to release the requirement that mortgage this Lease without Landlord's consent, which consent from Landlord may be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Subject to the provisions hereinafter detailed, the Tenant shall not assign this Lease, in whole or in part, or have the right to sublet the Leased Premises or any portion thereof, or encumber assign its rights in the leasehold interest created by this present Lease in any manner (including with the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, the Landlord which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheldwithheld or delayed and provided that the Leased Premises are utilized only for the purposes stipulated in article 3 hereof. No Notwithstanding such subletting and assignment, the Tenant shall remain solidarily liable with such sublessee or assignee for the performance of all the terms and conditions of the present Lease. It is understood and agreed that notwithstanding the terms of Article 1873 of the Civil Code of Quebec any such assignment or sublease consented to by the Landlord shall operate to release in no way acquit the Tenant from any of its obligations stipulated in this Lease. Sales aggregating fifty percent (50%) or more of the capital issued voting stock of Tenant (if Tenant is a non-public corporation) or transfers aggregating fifty percent (50%) or more of Tenant's partnership shall be deemed to be an assignment of this Lease. As used in the foregoing sentence, the word "Tenant" shall also mean any entity which has guaranteed Tenant's obligations under this Lease and the prohibition hereof shall be applicable to any sales or transfers of the stock or partnership interest of said guarantor. Notwithstanding anything to the contrary in this Section 14, so long as Wesco Distribution Inc. is Tenant under this Lease. Each sublease , is not in default of any of the Leased Premises or terms and conditions hereof, and has fully and faithfully performed all of the terms and conditions of the Lease, Tenant shall have the right to assign this Lease without Landlord's consent, at any portion thereof must contain a release time during the Term of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), to the purchaser in connection with the sale by Tenant of all or substantially all of its assets, provided: (i) the net assets of the assignee corporation shall not be less than the net assets of Tenant at the time of the signing of this Lease; (ii) the assignee corporation provides Landlord with audited financial statements certifying such net assets; (iii) such assignment does not adversely affect the quality and type of business operation which Tenant has conducted theretofore; and (iv) such assignee shall assume in writing, on a form and content acceptable to Landlord, all of Tenant's obligations hereunder and must require the subtenant’s property insurer to issue in favor Tenant shall provide Landlord with a copy of such assumption/assignment document. Tenant shall remain solidarily liable with any such assignee. Tenant shall pay Landlord and the other Releasees waiver a fee of subrogation rights endorsements to all policies of property insurance carried Three hundred dollars ($300.00) in connection with the Leased Premises and the contents thereof. Every transfer by levy sublease or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedhereunder.

Subletting and Assignment. Tenant shall not assign not, except in the ordinary course of hotel operations and as otherwise expressly provided herein, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or operation of a controlling interest in Tenantthe Leased Property by any Person other than Tenant and the Manager, and every transfer under any compulsory procedure on behalf of Tenant pursuant to the express terms of the Management Agreement, or order the Leased Property to be offered or advertised for assignment or subletting. For purposes of court this SECTION 16.1, an assignment of this Agreement shall be deemed to constitute include any transaction pursuant to which Tenant is merged or consolidated with another Person or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, as if such Change in Control or transaction were an “assignment” within the meaning assignment of this LeaseAgreement; provided, however, Tenant shall have the right to assign this Agreement to any successor or assignee of Tenant which may result from any merger, consolidation or reorganization or to another corporation or entity which acquires all or substantially all of the business and assets of Tenant as long as Tenant remains liable hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any attempted subletting, assignment or sublease other transfer of Tenant's interest under this Agreement in violation contravention of this Section shall, SECTION 16.1 shall be voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant shall not assign this LeaseTHE LESSEE MAY NOT ASSIGN THIS LEASE OR ANY OF ITS RIGHTS OR OBLIGATIONS WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. The Lessee may, without the consent of the Lessor, sublease the Property or portion thereof to any Person, PROVIDED, that no such sublease shall, in whole the opinion of the Lessor, materially adversely affect any of the Lessor's interests, rights or remedies under the Lease or the Lessor's title to the Property. No assignment, sublease or other relinquishment of possession of the Property shall in partany way discharge or diminish any of the Lessee's obligations to the Lessor hereunder and the Lessee shall remain directly and primarily liable under this Lease as to the Property, or sublet the Leased Premises or any portion thereof, so assigned or encumber sublet. Any sublease of the leasehold interest created by Property shall be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder, and shall expressly provide for the surrender of the Property (or portion thereof) after a Lease Event of Default hereunder, PROVIDED THAT, the Lessor hereby consents to the sublease by Lessee to Micron pursuant to the Micron Sublease of approximately 25,000 square feet of office space at the Property for a term not to exceed nine (9) months and agrees that it will cause the Agent to enter into the Micron SNDA; PROVIDED, that in no event shall the term of such Micron SNDA exceed nine (9) months. All such subleases shall expressly provide for termination at or prior to the earlier of the applicable Expiration Date or other date of termination of this Lease unless the Lessee shall have purchased the Property pursuant to ARTICLE XX. No assignee or sublessee shall use the Property in a manner which is substantially different from the manner in which the Property is used or intended for use by the Lessee or in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) not otherwise permitted under SECTION 8.2, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedLessor.

Subletting and Assignment. Landlord’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Article 16. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not assign (subject to Landlord’s rights below) be unreasonably withheld, neither this Lease, in whole or in part, or sublet the Leased Premises Lease nor all or any portion thereof, or encumber part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by this Lease operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any manner part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (including the creation of any security interest in collectively, a “sublease”). Any assignment or other pledge of or lien upon the Leased Personal Property) subletting without the Landlord’s prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default by Tenant hereunder entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. In the event that during the term of this Lease. Consent by Landlord , Tenant desires to an assign this Lease or sublease the Premises or any portion thereof, Tenant shall give notice thereof to Landlord, which notice shall name the proposed assignee or subtenant and include all material information with respect thereto, as well as the proposed assignment or sublease in one instance agreement, and such other information as Landlord shall reasonably require. Landlord shall not operate unreasonably withhold its consent to release the requirement that consent from Landlord be obtained for any further or subsequent proposed assignment or subleasesubletting, but Landlord may, in its sole and absolute discretion, exercise the right set forth in subparagraph (3) below. Landlord shall notify Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective within thirty (30) days of whether Landlord’s consent is in fact granted.receipt of Tenant’s notice as to which of the following actions Landlord elects to take:

Subletting and Assignment. Tenant shall may not transfer nor assign this Leaselease, in nor let, nor sublet the whole or in partany part of leased property. INSURANCE: Landlord will, or sublet at all times, have and maintain adequate fire and extended casualty coverage insurance on the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlordbuilding, which may be withheld in Landlord’s sole discretion during constitutes the first twenty-four full calendar months of the Term, leased property. It is understood and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as agreed that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property such insurance carried in connection with by the Leased Premises and Landlord shall cover only the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleasestructure itself. Tenant shall be responsible for insuring their personal possessions against fire and other catastrophes including wind, hail, water damages. All personal property and improvements on or in leased property shall be and remain at Tenant's sole risk. Landlord shall not be liable for any damage to, or loss of such personal property and improvements arising from any acts of negligence of any other persons nor from fire or other catastrophes including wind, hail, water damages or the leaking of the roof, or from the bursting, leaking or overflowing of water or sewer pipes, or from heating or plumbing fixtures, or from electric wires or fixtures, or from any other cause whatsoever, nor shall the Landlord be liable for any injury to the person of the Tenant or other persons in or on leased property. Tenant will, at all times, have and maintain liability insurance to protect themselves from bodily injury and property damage to others for not less than $100,000 while on the leased premiums. Such liability insurance shall name Xxxxxx X. Xxxxxx as additional insured-Landlord and shall provide Landlord 30 days’ notice of cancellation or nonrenewal. Initial: _______ Tenant covenants and agrees that he will not do or permit anything to be done in or upon the leased property or bring in anything or keep anything therein which may prevent the obtaining of any insurance on the leased property or the building or any property therein, including, but without limitation, fire, extended coverage and property liability insurance, or which may create extra premiums or increase the rate of any such insurance. Tenant further agrees that in the event he shall do any of the foregoing, he will promptly pay all fees to Landlord any such increase resulting there from, which shall be due and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with payable as additional rent hereunder on the first day of the month immediately following any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsuch increase.

Subletting and Assignment. Tenant Sublessee shall not further assign this LeaseSublease, in whole or in part, or sublet the Leased Subleased Premises or any portion thereof, or encumber the leasehold interest created by this Lease Sublease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Sublessor and Landlord, which may be withheld in Sublessor or Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withhelddiscretion. No assignment or sublease Sublease shall operate to release Tenant Sublessee from any of its obligations under this LeaseSublease. Each sublease Sublease of the Leased Subleased Premises or any portion thereof must contain a release of and waiver of claims against Landlord Sublessor and the other Releasees (as that term is defined in this LeaseSublease), in form and content acceptable to LandlordSublessor, and must require the subtenantSublessee’s property insurer to issue in favor of Landlord Sublessor and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Subleased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in TenantSublessee, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this LeaseSublease. Any attempted assignment or sublease Sublease in violation of this Section shall, at LandlordSublessor’s option, be void and shall constitute a default under this LeaseSublease. Consent by Landlord Sublessor to an assignment or sublease Sublease in one instance shall not operate to release the requirement that consent from Landlord Sublessor be obtained for any further or subsequent assignment or subleaseSublease. Tenant Sublessee shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord Sublessor in connection with any proposed subletting or assignment, irrespective of whether LandlordSublessor’s consent is in fact granted. Sublessee shall not encumber the Subleased Personal Property in any manner, including by creation of any security interest in or other pledge of or lien upon the Subleased Personal Property.

Subletting and Assignment. Tenant shall not assign this Lease(either voluntarily or by operation of law) enter into a Prohibited Occupancy Arrangement, in whole and any Prohibited Occupancy Arrangement shall be absolutely void and ineffective for any purpose. Tenant shall not enter into any other Occupancy Arrangement, either voluntarily or in partby operation of law, (other than with a Person who is Affiliate of Tenant for a period ending when, as and if such Person ceases to be Affiliate of Tenant, which assignment or sublet sublease shall be permitted without the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation prior consent of any security interest in or other pledge of or lien upon the Leased Personal PropertyLandlord but with written notice) without the prior written consent of Landlord, Landlord which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheld. No assignment or sublease Continued on rider If Tenant intends to enter into a Occupancy Arrangement which requires Landlord's consent, Tenant shall operate so notify Landlord in writing, stating the name of (and a financial statement with respect to) the Person whom Tenant intends to release Tenant from any of its obligations under this Lease. Each sublease enter into such Arrangement, the exact terms of the Leased Arrangement and a precise description of the portion of the Premises intended to be subject thereto. Within thirty (30) days of receipt of such writing, Landlord shall either (i) consent to such Occupancy Arrangement or any portion thereof must contain a release (ii) terminate this Lease with respect to so much of the Premises as is intended to be subject thereto. If the Landlord consents to such Occupancy Arrangement, Tenant shall (i) enter into such Arrangement on the exact terms described to Landlord within fourteen (14) days of Landlord's consent or comply again with their terms of this Section and waiver (ii) remain liable for the payment and performance of claims against Landlord the terms and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning covenants of this Lease. Any attempted assignment or sublease in violation of this Section shallIf Tenant enters into such an Arrangement, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay to Landlord when received the excess, if any, of amounts received in respect of such Occupancy Arrangement over the Rent. If Landlord terminates this Lease, all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord Rent due shall be adjusted as of the day the Premises (or portion thereof) are redelivered to Landlord. Any portion of the Premises so redelivered shall be in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is the condition specified in fact grantedSection 7.08 hereof.

Subletting and Assignment. Tenant shall Lessee may not assign this Leasesublet, in whole or in partassign, pledge, or sublet mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any part of the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the Lessor’s prior written consent of Landlord, approval which may be withheld in LandlordXxxxxx’s sole discretion during the first twenty-four full calendar months discretion. Sublessee’s financial strength, reputation, personnel, and length of sublease or assignment shall be important factors in Lessor’s approval. Sale, transfer, or merger of the Termmajority of the voting shares or voting partnership interests in Lessee (if a corporation or partnership) shall be considered an assignment; likewise for issuance of treasury stock or admission of a new general partner. However, if Lessor gives such approval, Lessor shall be entitled to any excess between Lessee’s rental per square foot under the lease and the rental per square foot under the sublease or assignment, and thereafter will any other consideration flowing directly or indirectly from the sublessee or assignee to Lessee or Lessee’s agents other than sales proceeds or consideration related to the sale of the business or stock. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee a one-time fee equal to $1,000 for such additional administrative, investigative, and management services. Violation of this lease by sublessees or assignees shall be deemed a violation by Xxxxxx. Approval by Lessor of any sublease or assignment shall not be unreasonably withheld. No assignment or sublease shall operate to release Tenant Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of its Lessee’s obligations under this Leaselease unless otherwise specified in writing. Each Upon default by Xxxxxx, any Sublessee shall pay all sublease rentals and other sums due Lessor, direct to Lessor, to be credited against sums owed to Lessor by Lessee under this lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the Leased Premises sublessee or assignee agrees in writing to be liable for all of Lessee’s obligations under this lease, and (3) Lessor’s written approval is attached to the sublease or assignment. At any time, Lessor may, at Lessor’s option, release Lessee from further liability for all or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the The Leased Premises that has been subleased or assigned to a third party; and Lessor may terminate the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed lease to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord extent that it applies to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsuch space.