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. (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 Membership Interest Pledge Agreement such that the Membership Interest 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 include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. (b) Notwithstanding the requirement that foregoing, Landlord's consent from Landlord shall not be obtained required for any further a Corporate Transfer or subsequent a sale, transfer, assignment or subleaseother conveyance of Tenant's interest in this Agreement if, after giving effect to such Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in connection therewith, acquire all or substantially all of the Residence Inn or TownePlace Suites business of the Guarantor and its direct and indirect Subsidiaries. (c) Notwithstanding the foregoing, Landlord's consent shall not be required for a Corporate Transfer or a sale, transfer, assignment or other conveyance of Tenant's interest in this Agreement that occurs following the third (3rd) anniversary of the Commencement Date so long as (i) the Leased Property will be managed by Guarantor or a wholly-owned Subsidiary of Guarantor pursuant to a Management Agreement, the term of which shall coincide with the term of this Agreement, including extensions; (ii) the party to whom such transfer is made is not, in Landlord's reasonable judgment, known in the community as being of bad moral character and/or is not in control of or controlled by persons who have been convicted of felonies in any state or federal court; and (iii) following such transfer, the new Tenant satisfies the requirements set forth in Section 21.4. Upon a transfer described in this Section 16.1(c), and so long as the transferee is not an Affiliated Person of Tenant or Guarantor, the transferor Tenant and all of its Affiliated Persons shall be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer. Tenant shall pay deliver notice of any such proposed transfer to Landlord at least thirty (30) days prior to any such transfer and shall, within five (5) days following any request by Landlord, provide Landlord such information as may be reasonably necessary or appropriate in order for Landlord to determine if such proposed transfer is consistent with the above provisions. Notwithstanding the foregoing, this Section 16.1(c) shall not apply to any transfer that meets the requirements of Section 16.1(b). (d) If this Agreement is assigned or if the Leased Property or any part thereof are sublet (or occupied by anybody other than 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. (e) Except as set forth in Section 16.1(c), 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 fees obligations hereunder), and expensesno 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. (f) Following a transfer described in Section 16.1(c) above by the original Tenant under this Agreement, when giving notice to the transferee Tenant (the "New Tenant") with respect to any default under the provisions of this Agreement, Landlord will also deliver a copy of such notice to the original Tenant (the "Transferor"), and the Transferor or the Manager will have the same period of time after the giving of such notice in which to remedy or cure the default as is given to the New Tenant under this Agreement; it being understood and agreed that the Transferor and the Manager will have no duty or obligation to remedy or cure such default. Further, any Subsidiary or Affiliated Person of the Guarantor, including reasonable attorneys’ feeswithout limitation, incurred the Transferor if it is then a Subsidiary or Affiliated Person of the Guarantor (in either case, a "Qualified Transferee"), may become the Tenant under this Agreement, by an assignment from the New Tenant. If prior to such assignment from the New Tenant, Landlord elects to terminate this Agreement by virtue of such default, or to exercise its rights and remedies as a secured party under the Membership Interest Pledge Agreement, Landlord shall deliver to the Transferor and the Manager written notice of Landlord's election to so terminate this Agreement or to exercise its rights and remedies as a secured party under the Membership Interest Pledge Agreement, which notice shall be delivered at least ten (10) Business Days prior to the effective date of such termination or exercise. Within such ten (10)-Business Day period, a Qualified Transferee may elect by written notice to Landlord to immediately enter into a new lease of the Leased Property for a term of thirty (30) days, at the Rent (payable on a prorated basis for said 30-day period in connection with advance upon the full execution and delivery of the new lease), and otherwise upon the covenants, terms and provisions herein contained. Prior to the expiration of the said 30-day term of the new lease, the Qualified Transferee may elect by written notice to Landlord, accompanied by payment to Landlord of all amounts due Landlord under this Agreement, to extend the term of the new lease for the remainder of the Term which would have existed but for such termination, at the Rent and upon the covenants, terms and provisions herein contained. It is expressly understood and agreed that the rights and privileges under this Section 16.1(f) shall not accrue to any proposed subletting or assignmentTenant, irrespective of whether Landlord’s consent is in fact grantedexcept as to a Qualified Transferee which becomes the Tenant under this Agreement.

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 “Incidental Document hereunder; (ii) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to 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 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 transfer to secure Tenant's obligations under this Agreement and the Incidental Documents, which security agreement shall be in 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 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 Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder. 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. 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. 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. (a) Tenant shall not (i) transfer or assign this Leaselease or any interest hereunder, in whole or in partnor permit any assignment hereof by operation of law, or (ii) sublet the Leased Premises or any portion thereof, or encumber part thereof nor (iii) permit the leasehold interest created by this Lease in any manner (including the creation use of any security interest in or other pledge of or lien upon the Leased Personal Property) Premises by desk tenants or any other parties other than Tenant or its agents, without in each instance first obtaining the prior written consent of Landlord. Should Tenant wish to obtain Landlord's consent to an assignment or subletting, which it shall make such request in written form detailing the proposed sub-rent, term, sub-tenant or assignee, compensation to be received by Tenant, name and financial data of the proposed sub-tenant or assignee and such other information as Landlord may be withheld request. Landlord may, in Landlord’s its sole discretion during the first twenty-four full calendar months of the Termeither (i) give its approval (ii) not give its approval, or (iii) cancel and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under terminate this Lease. Each sublease of , or if proposed subletting or assignment is for less than all the Leased Premises Premises, cancel and terminate this Lease with respect to such portion (with the rent and all other charges payable hereunder equitably apportioned). If Landlord should grant Tenant its approval to any sublease or assignment, Tenant shall remain primarily liable for the performance of all the covenants contained herein. Tenant shall not pledge or mortgage its leasehold interest or any portion part 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 such pledge 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 mortgage shall, at Landlord’s 's option, render this lease void. (b) For purposes of this Paragraph: (i) the merger, transfer of a majority of the issued and outstanding capital stock of any corporate Tenant or subtenant or transfer of a majority partnership interest of Tenant or any subtenant that is a partnership, however accomplished, whether in a single transaction or in a series of related or unrelated transactions, shall be void and shall constitute a default under deemed an assignment of this Lease. Consent by Landlord to , or of such sublease, as the case may be; (ii) a takeover, management or succession agreement shall be deemed a transfer of this Lease; and (iii) a modification, amendment or extension without Landlord's prior written consent of an assignment or a sublease in one instance previously consented to by Landlord shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent deemed a new assignment or sublease. (c) Landlord may assign this Lease or any part thereof or right hereunder at any time. Upon such assignment, Landlord shall have no further obligations with respect hereto and Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective look solely to such assignee for the performance of whether Landlord’s consent is in fact granted's obligation.

Subletting and Assignment. A. Except as otherwise set forth herein, Tenant shall will not assign this Lease, in whole Lease or in part, or sublet sublease the Leased Premises or any portion thereofpart thereof or mortgage, pledge and or encumber the hypothecate its leasehold interest created by this Lease in or grant any manner concession or license within (including the creation of or otherwise permit a third party to occupy any security interest in or other pledge of or lien upon portion of) the Leased Personal Property) Premises without the prior express written consent of Landlord, and any attempt to do any of the foregoing without Landlord’s consent shall be void except as specified herein. Any transfer of the majority of the beneficial ownership interest of Tenant (whether stock, partnership interest or otherwise), shall constitute an assignment for purposes of this Lease. B. Notwithstanding the above, Landlord shall not unreasonably withhold Landlord’s consent to any proposed assignment or subletting by Tenant. Without purporting to limit the circumstances in which may it would be withheld reasonable for Landlord to withhold its consent to a proposed assignment or subletting, it shall be deemed reasonable for Landlord to withhold its consent to a proposed assignment or subletting if: (a) the proposed assignee or sublessee does not, in Landlord’s sole discretion during reasonable judgment, possess sufficient financial capability to satisfy the first twenty-four full calendar months obligations of Tenant hereunder; or (b) the proposed assignee or sublessee proposes to use the Leased Premises for a use other than the Permitted Use; or (c) the nature or identity of such proposed assignee or sublessee would not be in keeping with the type of tenants that are customarily found in comparable projects; or (d) the proposed assignee or sublessee) is a department, representative or agency of any governmental body or then an occupant of any part of the TermBuilding or a party with whom Landlord is then negotiating to lease space in the Building or in any adjacent Building owned by Landlord or an affiliate of Landlord, (e) the proposed occupancy would (1) materially increase the office cleaning requirements, (2) impose an extra material burden upon the services to be supplied by Landlord to Tenant hereunder, (3) violate the current rules and thereafter will not regulations of the Building, (4) violate the provisions of any other leases of tenants in the Building or (5) cause material alterations or additions to be unreasonably withheldmade to the Building (excluding the Leased Premises). No Landlord shall approve or disapprove a proposed assignment or subletting within twenty (20) days after Landlord’s receipt of a request for approval of an assignment or sublease accompanied by the terms of the proposed assignment or subletting and identity of the proposed assignee or sublessee. If Landlord fails to approve or disapprove any proposed sublease or assignment within such twenty (20) day period, then such proposed sublease or assignment shall operate be deemed approved. C. Notwithstanding the foregoing, Landlord’s consent to release an assignment or subletting shall not be required if the assignee or subtenant is (a) an “affiliate” (as defined below) of the Tenant, (b) an entity resulting from a merger, consolidation, reorganization or recapitalization of or with Tenant from any or a purchaser (or other transferee) of its obligations under all or substantially all of Tenant’s assets and all or substantially all of such Tenant’s liabilities (including the liabilities of Tenant hereunder), so long as the net worth of the resulting entity is equal to or greater than the net worth of the Tenant as of the Effective Date and the assignee agrees to be bound by the terms of this Lease. Each sublease , (c) a third party provider of services incidental to Tenant’s use of the Leased Premises for the Permitted Use so long as such third party’s net worth is equal to or any portion thereof must contain a release greater than Tenant’s net worth as of and waiver of claims against Landlord and the other Releasees Effective Date, (as d) an entity that term is defined in this Lease), in form and content acceptable proposes 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 use the Leased Premises for the Permitted Use, so long as the net worth of such entity is equal to or greater than Tenant as of the date hereof and as of the contents thereof. Every transfer by levy or sale on executionEffective Date, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by (e) an entity that has a net worth greater than Tenant’s net worth as of the Effective Date and that has entered into a service agreement with Tenant pursuant to the terms of which (i) such entity will provide clinical services for the operation of Lawa medical psychiatric xxxx in the Leased Premises, every transfer of (ii) all medical/psychiatric activities will be conducted under Tenant’s hospital license and (iii) all medical/psychiatric patients will be admitted and discharged through Tenant’s general care hospital (each, a controlling interest in “Permitted Transfer”). For purposes hereof, the term “affiliate” means any person or entity means which controls, is controlled by or is under common control with Tenant, including, without limitation, any limited partnership in which Tenant is the general partner. For purposes of the preceding sentence, “control” means either (i) ownership or voting control, directly or indirectly, of 50% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question or (ii) the power to direct the management and every transfer under any compulsory procedure or order policies 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 subleasesuch entity. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred give Landlord written notice prior to any such assignment or subletting together with proof reasonably satisfactory to Landlord that the transferee is a permitted transferee as herein described along with a fully executed copy of an instrument approved by Landlord whereby such assignee or sublessee agrees in connection with any proposed subletting or assignment, irrespective writing to assume and fully perform and observe the obligations and agreements of whether Landlord’s consent is in fact grantedTenant under this Lease Agreement.

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. 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. (a) Except as hereinafter set forth, Tenant shall not assign 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. Landlord will not unreasonably withhold, condition or delay its consent to any assignment of this Lease or sublease of all or any part of the Premises under the circumstance described in Section 8.1(b)(i), and Landlord will consent to the assignment of this Lease to a Permitted Transferee under the circumstances described in Section 8.1(b)(ii); otherwise, the consent of Landlord to an assignment, sublease or other transaction covered by this Section 8.1(a) will be within Landlord’s sole discretion. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation: (i) any transfer of Tenant’s interest in this Lease by operation of law or the merger or consolidation of Tenant with or into any other firm or corporation; or (ii) the transfer or sale of a controlling interest in Tenant (whether in a single transaction or a series of transactions) and whether by sale of its capital stock or otherwise, other than by reason of a sale of a portion of the capital stock of Tenant to raise capital which does not result in a change in the day-to-day control of Tenant. (i) Landlord will not unreasonably withhold or delay its consent to any assignment of this Lease or any sublease of all or any part of the Premises, so long as (A) the assignment or sublease will not violate the terms of the Declaration; (B) the assignee or subtenant and its proposed use is of a character consistent with the Project; (C) the assignee’s or subtenant’s proposed use is permitted under the terms of this Lease; (D) the assignee or subtenant is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (E) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such assignment or sublease, including, without limitation, reasonable attorneys’ fees (not to exceed $3,000); (F) there does not then exist an Event of Default; (G) each of Landlord’s mortgagees has consented in writing to such assignment or sublease if such mortgagee’s consent is required pursuant to the terms of the applicable financing documents; (H) if a sublease, there are not more than a total of three (3) subtenants, including the proposed subtenant under the proposed sublease, in whole or in part, or sublet occupancy of the Leased Premises or portions thereof; and (I) if a sublease, the proposed sublease prohibits any assignment of the sublease or any sub-sublease of any portion thereof, or encumber 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) Premises without the prior written consent of Landlord. (ii) Landlord will consent to an assignment of this Lease to a Permitted Transferee, so long as: (1) the assignee is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (2) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such assignment, including, without limitation, reasonable attorneys’ fees (not to exceed $3,000); and (3) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed assignment or the proposed use by the assignee. (c) In the event of any permitted assignment of this Lease or sublease of all or any part of the Premises by Tenant, Tenant shall be jointly and severally liable with the new tenant for the payment of any and all Base Rent and Additional Rent which may become due by the terms of this Lease and for the performance of all covenants, agreements and conditions on the part of Tenant to be withheld in Landlord’s sole discretion during the first twenty-four full calendar months performed hereunder. Tenant shall also pay to Landlord fifty percent (50%) of any rent received as a result of the assignment or sublease which exceeds the Base Rent and Additional Rent payable hereunder on a per square foot basis, after taking into account the costs of the assignment or sublease amortized on a straight-line basis, over the remaining Lease Term, and thereafter will not be unreasonably withheld. No such assignment or sublease shall operate be valid or effective unless and until (i) the new tenant and Tenant execute and deliver 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)an agreement, in form and content acceptable substance reasonably satisfactory to Landlord, pursuant to which inter alia, such new tenant (A) assumes all of the obligations of Tenant under this Lease, (B) if a sublease, agrees to execute and must deliver such estoppel certificates and subordination agreements in the same forms as Landlord may require of Tenant under this Lease, (C) if a sublease, acknowledges that Landlord has no obligations to new tenant under this Lease, the subtenant’s property insurer sublease or otherwise and (D) agrees to issue maintain the same insurance coverages as the insurance coverages which Tenant is required to maintain under this Lease and to provide evidence thereof to Landlord 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 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 terms of this Lease; and (ii) the new tenant delivers to Landlord evidence of the insurance coverages required to be maintained by such new tenant under the agreement referenced in clause (i) above. Any attempted assignment or sublease in violation No modification of the terms of this Section shallLease or any course of dealing between Landlord and any assignee or sublessee of Tenant’s interest herein shall operate to release or impair Tenant’s obligations hereunder. (d) Notwithstanding anything to the contrary contained in this Article VIII or other provisions of this Lease, in the event that Tenant seeks Landlord’s consent to an assignment of this Lease, other than to a Permitted Transferee, or a sublease of twenty-five percent (25%) or more of the Premises, Landlord, at its option, may terminate this Lease (or if the request is for a sublease of less than all of the Premises, at Landlord’s option, Landlord may terminate this Lease as to the portion requested to be void sublet and Landlord and Tenant shall constitute execute an amendment to this Lease to modify the Premises and to adjust Base Rent and Tenant’s Share based upon the approximate remaining leasable square footage to the Leasable Square Footage of the Building and the Project). In such an event, Landlord may enter into a default under new lease with the proposed assignee or sublessee or any other party on any terms and provisions acceptable to Landlord in Landlord’s sole discretion for the Premises or the portion of the Premises released from this Lease. Consent Notwithstanding the above provisions of this Section 8.1(d) to the contrary, if Landlord exercises its option to terminate this Lease in whole or in part under this Section 8.1(d), Tenant may, by written notice given to Landlord within three (3) Business Days after Landlord exercises such option, withdraw Tenant’s request for Landlord’s consent 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 subject assignment or sublease. , in which event this Lease shall not terminate. (e) Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection not enter into any arrangements with any proposed subletting subtenant or assignmentassignee to circumvent, irrespective or which have the effect of whether Landlord’s consent is in fact grantedcircumventing, (i) Tenant obligation to share rents received from a sublease or assignment or (ii) any other provisions of this Article VIII.

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. 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. (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 granted or denied on terms consistent herewith. (i) Notwithstanding anything to the contrary in Section 8.1(a), but subject to Section 8.1(c), Tenant may, upon at least five (5) Business Days prior written notice to, but without the requirement of consent by, Landlord, sublease all or any portion of the Premises to one or more Tenant Affiliates, so long as (A) Tenant furnishes to Landlord a copy of the sublease and evidence reasonably satisfactory to Landlord that the sublease is permitted under this Section 8.1(b)(i); (B) the subtenant’s proposed use is a Permitted Use; (C) there does not then exist an Event of Default; (D) the sublease prohibits any assignment of the sublease or any sub-sublease of any portion of the Premises without the prior written consent of Landlord, which consent may be granted or denied on terms consistent herewith; and (E) Tenant pays all of Landlord’s sole discretion during reasonable expenses arising out of such sublease including, without limitation, a legal retainer in a reasonable amount specified by Landlord in advance of Landlord’s review of any of Tenant’s documentation in connection therewith. (ii) Notwithstanding anything to the first twenty-four full calendar months contrary in Section 8.1(a), but subject to Section 8.1(c), Tenant may, upon prior written notice to, but without the requirement of consent by, Landlord, assign this Lease to a Tenant Affiliate, so long as (A) within ten Business Days after such assignment, Tenant furnishes to Landlord a copy of the assignment and evidence reasonably satisfactory to Landlord that the assignment is permitted under this Section 8.1(b)(ii); (B) the assignee’s proposed use is a Permitted Use; (C) there does not then exist an Event of Default; and (D) Tenant pays all of Landlord’s reasonable expenses arising out of such assignment including, without limitation, a legal retainer in a reasonable amount specified by Landlord in advance of Landlord’s review of any of Tenant’s documentation in connection therewith. (c) In the event of a permitted assignment of this Lease or sublease of all or any part of the Premises by Tenant, Tenant shall be jointly and severally liable with the new tenant for the payment of any and all Base Rent which may become due by the terms of this Lease and for the performance of all covenants, agreements and conditions on the part of Tenant to be performed hereunder. Except in connection with an assignment or sublease involving a Tenant Affiliate, Tenant shall pay to Landlord fifty percent (50%) of any rent received as a result of the assignment or sublease which exceeds the Base Rent payable hereunder on a per square foot basis, after taking into account the costs of the assignment or sublease (including leasing commissions, reasonable attorneys’ fees and tenant improvements costs) amortized over the remaining Lease Term, and thereafter will not be unreasonably withheld. No such assignment or sublease shall operate be valid or effective unless and until (i) the new tenant and the Tenant execute and deliver to release Landlord an agreement, in commercially reasonable form submitted by Landlord and with the assignment or sublease attached, pursuant to which inter alia, such new tenant (A) in the case of an assignment, assumes all of the obligations of the Tenant from any of its obligations under this Lease. Each sublease , (B) agrees to execute and deliver such estoppel certificates and subordination agreements as may be reasonably required by Landlord, (C) in the case of the Leased Premises or any portion thereof must contain a release of and waiver of claims against sublease, acknowledges that Landlord and the other Releasees (as that term is defined in has no obligations to new tenant under this Lease), the sublease or otherwise and (D) agrees to maintain the same insurance coverages as the insurance coverages which Tenant is required to maintain under this Lease and to provide evidence thereof satisfactory to Landlord when requested; and (ii) the new tenant delivers to Landlord evidence, in form and content acceptable substance satisfactory to Landlord, and must require of the subtenant’s property insurer insurance coverages required to issue be maintained by such new tenant under the agreement referenced in favor clause (i) above. No modification of the terms of this Lease or any course of dealing between Landlord and the other Releasees waiver any assignee or sublessee 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 Tenant’s interest in Tenant, and every transfer under any compulsory procedure or order of court herein 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 Landlordimpair Tenant’s consent is in fact grantedobligations hereunder.

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 hereinafter set forth, Tenant shall not assign 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. However, Landlord understands that Tenant intends to have third parties manage and operate the vivarium and the chip tank within the Premises, and occupancy of portions of the Premises by such third parties shall not be considered a sublease or other agreement for which Landlord’s consent is required pursuant to the immediately preceding sentence. Landlord will not unreasonably withhold, condition or delay its consent to any assignment of this Lease or sublease of all or any part of the Premises under the circumstance described in Section 8.1(b)(i), and Landlord will consent to the sublease or all or a portion of the Premises, or the assignment of this Lease, to a Permitted Transferee under the circumstances described in whole Section 8.1(b)(ii); otherwise, the consent of Landlord to an assignment, sublease or other transaction covered by this Section 8.1(a) will be within Landlord’s sole discretion. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation: (i) any transfer of Tenant’s interest in partthis Lease by operation of law or the merger or consolidation of Tenant with or into any other firm or corporation, or sublet (ii) the Leased transfer or sale of a controlling interest in Tenant (whether in a single transaction or a series of transactions), and whether by sale of its capital stock or otherwise, other than by reason of a sale of a portion of the capital stock of Tenant to raise capital (including any IPO) which does not result in a change in the day-to-day control of Tenant. (i) Landlord will not unreasonably withhold or delay its consent to any assignment of this Lease or any sublease of all or any part of the Premises, so long as (A) the assignment or sublease will not violate the terms of the Declaration; (B) the assignee or subtenant and its proposed use is of a character consistent with the Project; (C) the assignee’s or subtenant’s proposed use is permitted under the terms of this Lease; (D) the assignee or subtenant is qualified to do business in the Commonwealth of Massachusetts; (E) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such assignment or sublease, including, without limitation, reasonable attorneys’ fees (not to exceed $3,000); (F) there does not then exist an Event of Default; (G) each of Landlord’s mortgagees has consented in writing to such assignment or sublease if such mortgagee’s consent is required pursuant to the terms of the applicable financing documents; (H) if a sublease, there are not more than a total of three (3) subtenants, including the proposed subtenant under the proposed sublease, in occupancy of the Premises or portions thereof; and (I) if a sublease, the proposed sublease prohibits any assignment of the sublease or any sub-sublease of any portion thereof, or encumber 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) Premises without the prior written consent of Landlord. (ii) Landlord will consent to a sublease of all or any portion of the Premises, or an assignment of this Lease, to a Permitted Transferee, so long as (1) the subtenant or assignee is qualified to do business in the Commonwealth of Massachusetts; (2) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such sublease or assignment, including, without limitation, reasonable attorneys’ fees (not to exceed $3,000); and (3) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed sublease or assignment or the proposed use by the subtenant or assignee. (c) In the event of any permitted assignment of this Lease or sublease of all or any part of the Premises by Tenant, Tenant shall be jointly and severally liable with the new tenant for the payment of any and all Base Rent and Additional Rent which may become due by the terms of this Lease and for the performance of all covenants, agreements and conditions on the part of Tenant to be withheld in Landlord’s sole discretion during the first twenty-four full calendar months performed hereunder. Tenant shall also pay to Landlord fifty percent (50%) of any rent received as a result of the assignment or sublease which exceeds the Base Rent and Additional Rent payable hereunder on a per square foot basis, after taking into account the costs of the assignment or sublease, including without limitation broker fees, attorneys’ fees, free rent concessions and build out costs, amortized on a straight-line basis over the remaining Lease Term, and thereafter will not be unreasonably withheld. No such assignment or sublease shall operate be valid or effective unless and until (i) the new tenant and Tenant execute and deliver 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)an agreement, in form and content acceptable substance reasonably satisfactory to Landlord, pursuant to which inter alia, such new tenant (A) in the case of an assignment, assumes all of the obligations of Tenant under this Lease, (B) if a sublease, agrees to execute and must deliver such estoppel certificates and subordination agreements in the same forms as Landlord may require of Tenant under this Lease, (C) if a sublease, acknowledges that Landlord has no obligations to new tenant under this Lease, the subtenant’s property insurer sublease or otherwise and (D) agrees to issue maintain the same insurance coverages as the insurance coverages which Tenant is required to maintain under this Lease and to provide evidence thereof to Landlord 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 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 terms of this Lease; and (ii) the new tenant delivers to Landlord evidence of the insurance coverages required to be maintained by such new tenant under the agreement referenced in clause (i) above. Any attempted assignment or sublease in violation No modification of the terms of this Section shallLease or any course of dealing between Landlord and any assignee or sublessee of Tenant’s interest herein shall operate to release or impair Tenant’s obligations hereunder. (d) Notwithstanding anything to the contrary contained in this Article VIII or other provisions of this Lease, in the event that Tenant seeks Landlord’s consent to an assignment of this Lease, other than to a Permitted Transferee, or a sublease of fifty percent (50%) or more of the Premises, Landlord, at its option and within ten (10) business days following receipt of Tenant’s request for Landlord’s consent, may terminate this Lease (or if the request is for a sublease of less than all of the Premises, at Landlord’s option, Landlord may terminate this Lease as to the portion requested to be void sublet and Landlord and Tenant shall constitute execute an amendment to this Lease to modify the Premises and to adjust Base Rent and Tenant’s Share based upon the approximate remaining leasable square footage to the Leasable Square Footage of the Building and the Project). In such an event, Landlord may enter into a default under new lease with the proposed assignee or sublessee or any other party on any terms and provisions acceptable to Landlord in Landlord’s sole discretion for the Premises or the portion of the Premises released from this Lease. Consent Notwithstanding the above provisions of this Section 8.1(d) to the contrary, if Landlord exercises its option to terminate this Lease in whole or in part under this Section 8.1(d), Tenant may, by written notice given to Landlord within five (5) Business Days after Landlord exercises such option, withdraw Tenant’s request for Landlord’s consent 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 subject assignment or sublease. , in which event this Lease shall not terminate. (e) Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection not enter into any arrangements with any proposed subletting subtenant or assignmentassignee to circumvent, irrespective or which have the effect of whether Landlord’s consent is in fact grantedcircumventing, (i) Tenant obligation to share rents received from a sublease or assignment or (ii) any other provisions of this Article VIII.

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 a "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, as if such change in control or transaction were an assignment of this Agreement but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. (b) Notwithstanding the foregoing, Landlord’s option's consent shall not be required for a Corporate Transfer or a sale, transfer, assignment or other conveyance of Tenant's interest in this Agreement if, after giving effect to such Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be void owned or controlled by a Person who would, in connection therewith, acquire all or substantially all of the assisted living facility business of the Guarantor and its direct and indirect Subsidiaries. (c) Notwithstanding the foregoing, Landlord's consent shall constitute not be required for a default Corporate Transfer or a sale, transfer, assignment or other conveyance of Tenant's interest in this Agreement that occurs following the third (3rd) anniversary of the Commencement Date so long as (i) the Leased Property will be operated by Guarantor or a wholly-owned Subsidiary of Guarantor pursuant to an Operating Agreement, the term of which shall coincide with the term of this Agreement, including extensions; (ii) the party to whom such transfer is made is not, in Landlord's reasonable judgment, known in the community as being of bad moral character and/or is not in control of or controlled by persons who have been convicted of felonies in any state or federal court; (iii) following such transfer, the new Tenant satisfies the requirements set forth in Section 21.4; and (iv) the transferee of this Lease shall assume the obligations of Tenant under this LeaseLease accruing after the effective date of such transfer either by an express written agreement or by operation of law. Consent by Landlord to Upon a transfer described in this Section 16.1(c), and so long as the transferee is not an assignment Affiliated Person of Tenant or sublease in one instance Guarantor, the transferor Tenant and all of its Affiliated Persons shall not operate to release be released from all liabilities and obligations of Tenant accruing hereunder after the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleasedate of such transfer. Tenant shall pay deliver notice of any such proposed transfer to Landlord at least thirty (30) days prior to any such transfer and shall, within five (5) days following any request by Landlord, provide Landlord such information as may be reasonably necessary or appropriate in order for Landlord to determine if such proposed transfer is consistent with the above provisions. Notwithstanding the foregoing, this Section 16.1(c) shall not apply to any transfer that meets the requirements of Section 16.1(b). (d) If this Agreement is assigned or if the Leased Property or any part thereof are sublet (or occupied by anybody other than 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. (e) Except as set forth in Section 16.1(c), 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 fees obligations hereunder), and expensesno 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. Any assignee of this Lease shall assume the obligations of Tenant under this Lease accruing after the effective date of such assignment either by an express written agreement or by operation of law. (f) Following a transfer described in Section 16.1(c) above by the original Tenant under this Agreement, when giving notice to the transferee Tenant (the "New Tenant") with respect to any default under the provisions of this Agreement, Landlord will also deliver a copy of such notice to the original Tenant (the "Transferor"), and the Transferor or the Operator will have the same period of time after the giving of such notice in which to remedy or cure the default as is given to the New Tenant under this Agreement; it being understood and agreed that the Transferor and the Operator will have no duty or obligation to remedy or cure such default. Further, any Subsidiary or Affiliated Person of the Guarantor, including reasonable attorneys’ feeswithout limitation, incurred the Transferor if it is then a Subsidiary or Affiliated Person of the Guarantor (in either case, a "Qualified Transferee"), may become the Tenant under this Agreement, by an assignment from the New Tenant. If prior to such assignment from the New Tenant, Landlord elects to terminate this Agreement by virtue of such default, Landlord shall deliver to the Transferor and the Manager written notice of Landlord's election to so terminate this Agreement which notice shall be delivered at least ten (10) Business Days prior to the effective date of such termination or exercise. Within such ten (10)-Business Day period, a Qualified Transferee may elect by written notice to Landlord to immediately enter into a new lease of the Leased Property for a term of thirty (30) days, at the Rent (payable on a prorated basis for said 30-day period in connection with advance upon the full execution and delivery of the new lease), and otherwise upon the covenants, terms and provisions herein contained. Prior to the expiration of the said 30-day term of the new lease, the Qualified Transferee may elect by written notice to Landlord, accompanied by payment to Landlord of all amounts due Landlord under this Agreement, to extend the term of the new lease for the remainder of the Term which would have existed but for such termination, at the Rent and upon the covenants, terms and provisions herein contained. It is expressly understood and agreed that the rights and privileges under this Section 16.1(f) shall not accrue to any proposed subletting or assignmentTenant, irrespective of whether Landlord’s consent is in fact grantedexcept as to a Qualified Transferee which becomes the Tenant under this Agreement.

Subletting and Assignment. A. In the event Tenant shall not should desire to assign this Lease, in whole or in part, Lease Agreement or sublet the Leased Premises or any portion thereofpart thereof or allow same to be used or occupied by others, Tenant shall give Landlord written notice (which shall specify the duration of said desired sublease or encumber assignment, the leasehold interest created by 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) of such desire at least fifteen (15) days in advance of the date on which Tenant desires to make such assignment or sublease or allow such a use or occupancy. Landlord shall then have a period of ten (10) days following receipt of such notice within which to notify Tenant in writing that Landlord elects: (1) in the event such assignee or sublessee fails to meet the conditions set forth in subparagraph (3) below, to refuse to permit Tenant to assign this Lease Agreement or sublet such space, and in any manner such case this Lease Agreement shall continue in full force and effect in accordance with the terms and conditions hereof; or (including 2) to terminate this Lease Agreement as to the creation space so affected as of any security interest the date so specified by Tenant in which event Tenant shall be relieved of all obligations hereunder as to such space arising from and after such date; provided, however, that if Landlord elects to terminate this Lease Agreement pursuant to this Section 12.A(2), Tenant shall have ten (10) days after receipt of written notice of Landlord’s election during which Tenant may, if it so desires, withdraw its request for Landlord’s consent to such assignment or other pledge sublease, in which event this Lease Agreement shall remain in full force and effect as if such request for Landlord’s consent had not been made; or (3) to permit Tenant to assign this Lease Agreement or sublet such space for the duration specified in such notice, such approval not to be unreasonably withheld, conditioned or delayed, if (a) the nature and character of the proposed assignee or lien upon sublessee and the principals thereof; their business and activities and intended use of the Leased Personal Property) without the prior written consent of Landlord, which may be withheld Premises are in Landlord’s sole discretion during reasonable judgment consistent with the first twenty-four full calendar months current standards of the TermBuilding and the floor or floors on which the Leased Premises are located, (b) neither the proposed assignee or sublessee (nor any party which, directly or indirectly, controls or is controlled by or is under common control with the proposed assignee or sublessee) is a department, representative or agency of any governmental body or then an occupant of any part of the Building or a party with whom Landlord is then negotiating to lease space in the Building or in any adjacent Building owned by Landlord or an affiliate of Landlord in and thereafter will in the vicinity of the Texas Medical Center area of Houston, Texas, (c) the form and substance of the proposed sublease or instrument of assignment are acceptable to Landlord (which acceptance by Landlord shall not be unreasonably withheld. No , conditioned or delayed) and is expressly subject to all of the terms and provisions of this Lease Agreement and to any matters to which this Lease Agreement is subject, (d) the proposed occupancy would not (1) increase Landlord’s cleaning requirements, (2) impose an extra burden upon the services to be supplied by Landlord to Tenant hereunder, (3) violate the current rules and regulations of the Building, (4) violate the provisions of any other leases of tenants in the Building or (5) cause alterations or additions to be made to the Building (excluding the Leased Premises), (e) Tenant enters into a written agreement with Landlord whereby it is agreed that fifty percent (50%) of any rent realized by Tenant as a result of said sublease or assignment in excess of the Base Rent and Additional Rent payable to Landlord by Tenant under this Lease Agreement and any and all sums and other considerations of whatsoever nature paid to Tenant by the assignee or sublessee for or by reason of such assignment or sublease shall operate to release sublease, including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property in excess of the fair market value thereof (that is, after deducting and giving Tenant from any credit for Tenant’s reasonable costs directly associated therewith, including reasonable brokerage fees, reasonable marketing costs, reasonable attorney’s fees and the reasonable cost of its obligations under this Lease. Each sublease of remodeling or otherwise improving the Leased Premises for said assignee or sublessee but excluding any portion thereof must contain free rentals or the like offered to any such sublessee or assignee) shall be payable to Landlord such payments are actually received by Tenant, (f) the granting of such consent will not constitute a release default under any other agreement to which Landlord is a party or by which Landlord is bound and (g) the creditworthiness of and waiver of claims against Landlord the proposed assignee or sublessee and the other Releasees (as that term principals thereof is defined in this Lease), in form and content acceptable to Landlord, in Landlord’s reasonable discretion. B. No assignment or subletting by Tenant shall be effective unless Tenant shall execute, have acknowledged and must require deliver to Landlord, and cause each sublessee or assignee to execute, have acknowledged and deliver to Landlord, an instrument in form and substance reasonably acceptable to Landlord in which (i) such sublessee or assignee adopts this Lease Agreement and assumes and agrees to perform jointly and severally with Tenant, all of the subtenant’s property insurer obligations of Tenant under this Lease Agreement, as to issue the space transferred to it, (ii) Tenant and such sublessee or assignee agree to provide to Landlord, at their expense, direct access from a public corridor in favor the Building to the transferred space, (iii) such sublessee or assignee agrees to use and occupy the transferred space solely for the purpose specified in Section 3 and otherwise in strict accordance with this Lease Agreement and (iv) Tenant acknowledges and agrees that, notwithstanding such subletting or assignment, Tenant remains directly and primarily liable for the performance of all the obligations of Tenant hereunder (including, without limitation, the obligation to pay Rent), and Landlord and the other Releasees waiver of subrogation rights endorsements shall be permitted to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy enforce this Lease Agreement against Tenant or sale on executionsuch sublessee or assignee, or both, without prior demand upon or proceeding in any way against any 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 Leasepersons. Any attempted assignment or sublease in violation of this Section Tenant shall, at Landlord’s optionupon demand, be void and shall constitute a default under this Lease. Consent by reimburse 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, out-of-pocket expenses incurred by Landlord in connection with a request made by Tenant pursuant to this Section 12, including, without limitation, any investigations as to the acceptability of the proposed subletting assignee or assignmentsublessee, irrespective and all legal costs reasonably incurred in connection with the granting of whether any requested consent. C. Any consent by Landlord to a particular assignment or sublease shall not constitute Landlord’s consent to any other or subsequent assignment or sublease, and any proposed sublease or assignment by any assignee or sublessee shall be subject to the provisions of this Section 12 as if it were a proposed sublease or assignment by Tenant. The prohibition against an assignment or sublease described in this Section 12 shall be deemed to include a prohibition against (i) Tenant’s mortgaging or otherwise encumbering its leasehold estate, (ii) an assignment or sublease which may occur by merger or operation of law and (iii) permitting the use or occupancy of the Leased Premises, or any part thereof, by anyone other than Tenant, each of which shall be ineffective and void and shall constitute an Event of Default under this Lease Agreement unless consented to by Landlord in writing in advance, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership interest in fact grantedTenant (if Tenant is a partnership), at any time throughout the Term, shall be deemed to be an assignment of this Lease Agreement. D. Notwithstanding anything to the contrary contained herein, Tenant may assign this Lease Agreement or sublet the Leased Premises or any part thereof, without the prior consent of Landlord, to (i) an Affiliate (as defined below) of Tenant, (ii) an entity into which Tenant is merged, consolidated or converted (or the resulting entity in any merger of any other entity into or with Tenant), or (iii) an entity to which fifty percent (50%) or more of Tenant’s assets are transferred (each a “Permitted Transferee”); provided, however, (a) Tenant shall give Landlord written notice (which shall specify the assignee or sublessee, the duration of said assignment or sublease, the effective date of such assignment or subletting, the financial information necessary for Landlord to confirm the net worth test set forth below has been satisfied and the exact location of the space affected thereby and the rentals on a square foot basis to be charged thereunder) of such assignment or sublease at least ten (10) business days prior to such assignment or sublease, and (b) the assignee or successor entity must carry on the same use from the Leased Premises as Tenant and have a net worth as determined by generally accepted accounting principles (“GAAP”) on the date following such sale of assets or merger at least equal to the GAAP net worth of Tenant as of the day preceding such assignment, sublease, sale or merger. In the event of any subletting or assignment to a Permitted Transferee, one hundred percent (100%) of the rent received from such Permitted Transferee shall be retained by Tenant. Further, any Permitted Transferee under an assignment of the Lease Agreement or the

Subletting and Assignment. 14.1 Tenant shall not sublet any part of the Premises nor assign or otherwise transfer this Lease, in whole or in part, or sublet the Leased Premises 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 or delayed provided that: (1) Landlord declines to exercise its rights under Section 14.3; (2) the Transferee is engaged in a business and the portion of the Premises will be used for the Permitted Use in a manner which is in keeping with the then standards of the Building and does not conflict with any exclusive use rights granted to any other tenant of the Building Complex; (4) there is no Event of Default by Tenant at the time it makes its request. No assignment Transfer includes a sale by Tenant of substantially all of its assets or sublease shall operate stock if Tenant is a publicly traded corporation, a merger of Tenant with another corporation, the transfer of fifty percent (50%) or more of the stock in a corporate tenant whose stock is not publicly traded, or transfer of fifty percent (50%) or more of the beneficial ownership interests in a partnership or limited liability company tenant. 14.2 Following any Transfer in accordance with this Section 14, Landlord may, after an Event of Default by Tenant, collect rent from the Transferee or occupant and apply the net amount collected to the Rent, but no Transfer or collection will be deemed an acceptance of the Transferee or occupant as Tenant or release Tenant from its obligations. Consent to a Transfer shall not relieve Tenant from obtaining Landlord’s consent to any of other Transfer. Notwithstanding Landlord’s, consent to a Transfer, Tenant shall continue to be primarily liable for its obligations under this Leaseobligations. Each sublease If Tenant collects any rent or other amounts from a Transferee in excess of the Leased Rent for any monthly period, Tenant shall pay Landlord the excess monthly, as and when received. 14.3 Notwithstanding the above, if Tenant requests Landlord’s consent to sublet the Premises or any assign the Lease for all or substantially all of the remaining Term, Landlord may refuse to grant such consent in its sole discretion and shall, upon written notice to Tenant, have the option to terminate this Lease as to the portion thereof must contain of the Premises with respect to which such consent was requested; provided, however, if Landlord does not consent and elects to terminate the Lease as to such portion, Tenant may within fifteen (15) days after notice from Landlord withdraw Tenant’s request for consent and the Lease shall continue in accordance with its terms and conditions. If such termination occurs, it shall be effective on the date designated in a release of and waiver of claims against notice from 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 be more than thirty (30) days following such notice. 14.4 All documents utilized by Tenant to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleaseevidence a Transfer are subject to approval by Landlord. Tenant shall pay all fees and Landlord’s reasonable out-of-pocket expenses, including reasonable attorneys’ feesfees of determining whether to consent and in reviewing and approving the documents. Tenant shall provide Landlord with such information as Landlord reasonably requests regarding a proposed subtenant, incurred by Landlord in connection with any proposed subletting or assignmentincluding financial information. 14.5 Notwithstanding anything to the contrary herein, irrespective but subject to Section 14.2 and provided that the conditions of whether clauses (2) and (4) of Section 14.1 are met, Tenant may, without obtaining Landlord’s consent but upon prior written notice to Landlord, make a Transfer to the following parties on the following conditions (a “Permitted Transfer”): (1) any subsidiary or affiliate of Tenant of which Tenant owns a substantial interest; (2) any parent corporation of Tenant; (3) any subsidiary or affiliate of Tenant’s parent corporation of which such parent owns a substantial interest; or (4) any corporation into which Tenant merges or consolidates or which purchases all or substantially all of the assets or stock of Tenant or a public offering of Tenant’s stock; provided that the resulting corporation has a net worth at least equal to Tenant’s net worth as of the date hereof; provided that: (i) Tenant remains primarily liable on its obligations hereunder; (ii) the Transferee assumes and is in fact grantedbound by all obligations of Tenant for payment of all amounts of Rent and other sums and the performance of all covenants required by Tenant pursuant to this Lease; (iii) the Transferee complies with the usage restrictions of this Lease; and (iv) not less than thirty (30) days prior to the effective date of the Transfer (other than a public offering of Tenant’s stock), Tenant provides Landlord with such evidence as Landlord may reasonably require to establish that the Transfer meets the requirements of a Permitted Transfer.

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. (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 Membership Interest Pledge Agreement such that the Membership Interest 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 include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. (b) Notwithstanding the requirement that foregoing, Landlord's consent from Landlord shall not be obtained required for any further a Corporate Transfer or subsequent a sale, transfer, assignment or subleaseother conveyance of Tenant's interest in this Agreement if, after giving effect to such Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in connection therewith, acquire all or substantially all of the Residence Inn or TownePlace Suites business of the Guarantor and its direct and indirect Subsidiaries. (c) Notwithstanding the foregoing, Landlord's consent shall not be required for a Corporate Transfer or a sale, transfer, assignment or other conveyance of Tenant's interest in this Agreement that occurs following the third (3rd) anniversary of the Commencement Date so long as (i) the Leased Property will be managed by Guarantor or a wholly-owned Subsidiary of Guarantor pursuant to a Management Agreement, the term of which shall coincide with the term of this Agreement, including extensions; (ii) the party to whom such transfer is made is not, in Landlord's reasonable judgment, known in the community as being of bad moral character and/or is not in control of or controlled by persons who have been convicted of felonies in any state or federal court; and (iii) following such transfer, the new Tenant satisfies the requirements set forth in Section 21.4. Upon a transfer described in this Section 16.1(c), and so long as the transferee is not an Affiliated Person of Tenant or Guarantor, the transferor Tenant and all of its Affiliated Persons shall be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer. Tenant shall pay deliver notice of any such proposed transfer to Landlord at least thirty (30) days prior to any such transfer and shall, within five (5) days following any request by Landlord, provide Landlord such information as may be reasonably necessary or appropriate in order for Landlord to determine if such proposed transfer is consistent with the above provisions. Notwithstanding the foregoing, this Section 16.1(c) shall not apply to any transfer that meets the requirements of Section 16.1(b). (d) If this Agreement is assigned or if the Leased Property or any part thereof are sublet (or occupied by anybody other than 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. (e) Except as set forth in Section 16.1(c), 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 fees obligations hereunder), and expensesno 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. (f) Following a transfer described in Section 16.1(c) above by the original Tenant under this Agreement, when giving notice to the transferee Tenant (the "New Tenant") with respect to any default under the provisions of this Agreement, Landlord will also deliver a copy of such notice to the original Tenant (the "Transferor"), and the Transferor or the Manager will have the same period of time after the giving of such notice in which to remedy or cure the default as is given to the New Tenant under this Agreement; it being understood and agreed that the Transferor and the Manager will have no duty or obligation to remedy or cure such default. Further, any Subsidiary or Affiliated Person of the Guarantor, including reasonable attorneys’ feeswithout limitation, incurred the Transferor if it is then a Subsidiary or Affiliated Person of the Guarantor (in either case, a "Qualified Transferee"), may become the Tenant under this Agreement, by an assignment from the New Tenant. If prior to such assignment from the New Tenant, Landlord elects to terminate this Agreement by virtue of such default, or to exercise its rights and remedies as a secured party under the Membership Interest Pledge Agreement, Landlord shall deliver to the Transferor and the Manager written notice of Landlord's election to so terminate this Agreement or to exercise its rights and remedies as a secured party under the Membership Interest Pledge Agreement, which notice shall be delivered at least ten (10) Business Days prior to the effective date of such termination or exercise. Within such ten (10)-Business Day period, a Qualified Transferee may elect by written notice to Landlord to immediately enter into a new lease of the Leased Property for a term of thirty (30) days, at the Rent (payable on a prorated basis for said 30-day period in connection with advance upon the full execution and delivery of the new lease), and otherwise upon the covenants, terms and provisions herein contained. Prior to the expiration of the said 30-day term of the new lease, the Qualified Transferee may elect by written notice to Landlord, accompanied by payment to Landlord of all amounts due Landlord under this Agreement, to extend the term of the new lease for the remainder of the Term which would have existed but for such termination, at the Rent and upon the covenants, terms and provisions herein contained. It is expressly understood and agreed that the rights and privileges under this Section 16.1(f) shall not accrue to any proposed subletting or assignmentTenant, irrespective of whether Landlord’s consent is in fact grantedexcept as to a Qualified Transferee which becomes the Tenant under this Agreement.

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. 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 an “assignment” within include, without limitation, any direct or indirect Change in Control of Tenant or Candlewood. If this Agreement is assigned or if the meaning 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 this Lease. Any attempted assignment or sublease 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. 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. 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 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 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. (a) The Tenant shall not assign this Lease, in whole or in part, or have the right to sublet 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 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 or assign the Lease with the Landlord’s prior written consent, such consent not to be unreasonably withheld or unduly delayed. The Landlord shall not have the right to withhold consent on the basis that the rent to be paid by the subtenant is less than the then prevailing fair market rent, or different than the Gross Rent payable by Tenant pursuant to the Lease, nor shall Landlord have the right to withhold consent on the basis that Landlord has other similar office space available on a release direct head lease basis. If the Tenant undertakes a sublease or assignment as provided for in the Lease, the consent shall be based upon the Landlord’s standard form of consent to sublease for the Building, amended in accordance with terms and waiver of claims against conditions as may be agreed to by Landlord and Tenant and their respective advisors, both acting reasonably and in good faith; (b) The Landlord shall respond in writing to the other Releasees Tenant’s written request to sublease the Premises or any part thereof or to assign the Lease within ten (10) business days; (c) Throughout the Term and any extension or renewal thereof, the Tenant shall have the right to assign or sublet the Premises to Tenant’s affiliates (as that such 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 Business Corporations Act) provided such affiliates have substantially common management 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 directors as Tenant, and every transfer to assign or sublet pursuant to any bona fide merger, and/or re-organization, (collectively, the “Permitted Transferee”), without the Landlord’s consent, but with notice to the Landlord; (d) In the event the Tenant subleases or assigns all or a portion of the Premises and realizes a profit in excess of Gross Rent due under any compulsory procedure or order of court the Lease, Tenant shall be deemed allowed to constitute an “assignment” within recover, in addition to Gross Rent, the meaning out-of-pocket costs of Tenant spent on brokerage and professional fees and other similar costs associated with the subleasing or assignment of the Premises. After such disbursements. any excess rent shall be applied to the Landlord’s account; (e) In the event Landlord elects to terminate the Lease with respect to the Premises which are to be sublet or assigned pursuant to the proposed transfer, then the termination date shall be no less than thirty (30) days from the date of the Landlord’s notice and otherwise on the same date as when the proposed transfer was to be made effective. Notwithstanding the above, in the event the Landlord elects to terminate the Lease with respect to the proposed transfer, the Tenant shall have five (5) business days to rescind its request and remain in the Premises; and (f) The Landlord acknowledges and agrees that it shall not have the right to seek unreasonable variances or additional conditions of any type or nature to the terms of the Lease after the notice by the Tenant of its intention to assign or sublet hereunder. provided however this Lease. Any attempted will not prevent the Landlord from requiring conditions which will, in the Landlord’s reasonable opinion, protect the value, use, operation, or reputation of the Building; and provided only that any such assignment or sublease in violation agreement provides that all of this Section shallthe terms, at Landlord’s optionconditions and provisos of the Lease have been expressly agreed to by the subtenant or the assignee, be void except for the Premises, the Term and shall constitute the rent if it is 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 Leaseenter into any Occupancy Arrangement, in whole either voluntarily 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 Landlord, 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 withheld. No 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 the complex in which the Building located or to any party with whom Landlord is then negotiating with respect to space in the Building or the complex in which the Building located. 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 whom Tenant intends to enter into such Arrangement, the exact terms of the Occupancy 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, (ii) terminate this Lease with respect to so much of the Premises as is intended to be subject thereto, or (iii) deny consent to such Occupancy Arrangement. The Landlord shall not be deemed to be unreasonable in denying its consent to any proposed assignment or sublease shall operate to release subletting by the Tenant from based on any of the following factors, without limitation: (a) The business of the proposed tenant is not consistent with the image and character which the Landlord desires to promote for the Building; (b) The proposed assignment or subletting could adversely affect the ability of the Landlord and its obligations under affiliates to lease space in the Building, including leasing space to any proposed assignee or subtenant; and (c) The credit worthiness of the proposed tenant is unsatisfactory to the Landlord, as the Landlord may determine in its reasonable discretion. 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 the terms of this Section and (ii) remain liable for the payment and performance of the terms and covenants of this Lease. Each sublease If Tenant enters into such an Occupancy Arrangement, Tenant shall pay to Landlord when received the excess, if any, of amounts received in respect of such Occupancy Arrangement over the Rent. For the purpose of the Leased Premises or any portion thereof must contain a release preceding sentence, amounts received by Tenant in respect 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 such Occupancy Arrangement shall be deemed to constitute an “assignment” within include (a) any costs assumed or paid by the meaning subtenant thereunder (such as brokerage commissions, tenant improvements and other expenses) which normally are paid by landlords or sub-landlords in comparable transactions and (b) any sums paid for the sale, rental or use of this Lease. Any attempted assignment or sublease any of Tenant's personal property (in violation the case of this Section shalla sale only, at Landlord’s option, be void and shall constitute a default under this Lease. Consent reduced by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained Tenant's depreciated basis thereof 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 grantedfederal income tax purposes).

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. Tenant shall may not transfer nor assign this Leaselease, in nor let, nor sublet the whole or in partany part of leased property. 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 Neither Subtenant nor Subtenant's legal representative or successors in interest by operation of law or otherwise shall not assign this Lease, in whole Sublease or in part, or sublet sublease the Leased Subleased Premises or any portion thereofpart thereof or mortgage, pledge or encumber the hypothecate its leasehold interest created by this Lease in or grant anyconcession or license within the Subleased Premises (any manner (including of the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) foregoing, a "TRANSFER"), without the prior written consent of LandlordSublandlord, which consent may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months for any reason. (a) In any case where Sublandlord consents to any assignment, sublease, grant of a concession or license or mortgage, pledge or hypothecation of the Termleasehold, Subtenant will nevertheless remain directly and primarily liable for the performance of all of the covenants, duties and obligations of Subtenant hereunder, and thereafter such consent will not be unreasonably withheld. No assignment deemed a consent to any further subletting or sublease shall operate to release Tenant from any assignments. (b) Notwithstanding the foregoing, however, Subtenant may Transfer its subleasehold (by mortgage, leasehold deed of its obligations under this Lease. Each sublease trust or similar instrument) as collateral security, provided that if the written consent of Landlord would be required by the Leased Premises or any portion thereof must contain Master Lease for a release similar Transfer by Sublandlord, then the written consent of and waiver of claims against both Landlord and Sublandlord shall be obtained. Sublandlord agrees in such case not to unreasonably withhold its consent. (c) Notwithstanding the foregoing, however, Sublandlord's consent shall not be required in connection with a Transfer: (1)to a corporation or other Releasees entity with which Subtenant may merge or consolidate, or (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 2) in connection with the Leased Premises and the contents thereof. Every transfer by levy sale of all or sale on executiona substantial portion of Subtenant's assets, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation(4) to any Affiliate (as defined below) of Subtenant, 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 (5) in connection with the sale of stock or other securities of Subtenant in a public offering. The previous sentence shall not permit Subtenant to make any proposed subletting change in the use of the Subleased Premises. The term "Affiliate" shall mean any corporation, limited liability company or assignmentother entity which controls, irrespective is controlled by, or is under common control with Subtenant. The term "control" shall mean ownership of whether Landlord’s consent is in fact grantedmore than fifty percent (50%) of all of the voting stock of a corporation or more than fifty percent (50%) of all of the legal and equitable interest of any other business entity.

Subletting and Assignment. A. 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 list the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, nor assign this Lease or any interest thereunder, or sublet Premises or any part thereof) or permit the use of Premises by any party other than Tenant. In the event that during the term of this Lease, Tenant desires to sublease and introduces Landlord to a proposed replacement tenant for Tenant, which replacement tenant has a good reputation, is of financial strength at least equal to that of Tenant (as determined by Landlord in its sole discretion) and has a use for Premises and a number of employees reasonably consistent with that of Tenant's operation, the Landlord may consider such replacement tenant and notify Tenant with reasonable promptness as to Landlord's choice, at Landlord's sole discretion, of the following: (1) That Landlord consents to a subleasing of the Premises or assignment of the lease to such replacement tenant provided that Tenant shall operate to release Tenant from any remain fully liable for all of its obligations and liabilities under this LeaseLease and provided farther that Landlord shall be entitled to any profit obtained by Tenant from such subletting or assignment; or; (2) That upon such replacement tenant's entering into a mutually satisfactory new Lease for the Premises with Landlord, then Tenant shall be released from all farther obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant's obligations); or (3) That Landlord declines to consent to such sublease or assignment due to insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant's reputation, financial strength and proposed use of and operations upon Premises; or (4) That Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. Each sublease In either such event Tenant shall surrender possession of the Leased Premises Premises, or any the portion thereof must contain which is the subject of Tenant's request on the date set forth in a release notice from Landlord in accordance with the provisions of and waiver this lease relating to the surrender of claims against Landlord and the other Releasees Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as that term is defined in computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), in form and content acceptable without any liability to LandlordTenant. B. In no case may Tenant assign any options to sublessee(s) or assignee(s) hereunder, and must require the subtenant’s property insurer all such options being deemed personal 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 only. Consent by Landlord to an assignment hereunder shall in no way operate as a waiver by Landlord of, or sublease in one instance shall not operate to release the requirement that or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord's consent from Landlord be obtained for to 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, transfer, use or occupancy.

Subletting and Assignment. Tenant shall may sublet all of the Premises, but not assign less than all, to one subtenant, for occupancy and use as permitted by this Lease, in whole or in partprovided however, or sublet that Tenant shall first obtain 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 LandlordOwner, 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 The consent by Owner to such subletting shall operate not in any way be considered to release relieve Tenant from obtaining the express consent of Owner to any further subletting. If Tenant shall have a bona fide intention to sublet the Premises, as stated above, it shall first notify Owner of such fact and of the terms of Tenant's proposed subrental and other terms of subletting, and: (i) If Tenant intends to sublet the Premises, then and in such event Owner shall have the option, exercisable by notice within 30 days after the date of Tenant's notice to elect to cancel this Lease effective as of 6 months from the last day of the month in which Owner shall have given such notice. Upon any such cancelation of this Lease by Owner, Tenant shall have no further obligations to Owner with respect to this Lease except for obligations accrued up to the date of cancellation. (ii) If Owner shall not have elected to cancel as aforedescribed, and if within a period of 6 months from the date of Tenant's notice, Tenant has not requested Owner's consent to a specific subletting, then the provisions of this Article requiring Tenant to give notice to Owner of intended subletting, and any Owner's rights to elect, shall again prevail. (iii) If Owner shall not exercise the option to Cancel this Lease, Tenant may actively seek to obtain an appropriate subtenant and Tenant shall submit (x) the name and address of such proposed subtenant, (y) reasonably satisfactory information as to the nature and character of the business of the proposed subtenant and as to the proposed nature of its obligations under this Lease. Each sublease proposed use 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 Landlordspace, and must require (z) banking, financial and other information relating to the proposed subtenant reasonably sufficient to enable Owner to determine the financial responsibility and character of the proposed subtenant’s property insurer . (iv) In determining whether or not to issue in favor of Landlord and consent to a proposed subletting, Owner may take into consideration all relevant factors surrounding 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 proposed sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective the following: 1. The business reputation of whether Landlord’s consent is in fact grantedthe proposcd subtenant.

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. (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, 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 receipt of a written proposal for such assignment or sublease, to cancel and terminate this Lease and recover possession of the Demised Premises. Any assignment or subletting and any consent of Landlord thereto shall not release Tenant of any liability under this Lease, and shall not waive the obligation to obtain Landlord’s consent to any further assignment or subletting. Any assignment or subletting, including the use of the Demised Premises by the assignee or subtenant, shall be subject to all of the terms and provisions of this Lease. Tenant shall pay to Landlord, which may be withheld in 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 other professional fees incurred by Landlord (or Landlord’s sole discretion during mortgagee) with respect to the first twenty-four full calendar months review and consent or denial of consent of the Termforegoing. (B) With any request for Landlord’s consent to an assignment or subletting, and thereafter will not be unreasonably withheld. No Tenant shall provide Landlord a copy of the proposed instrument of 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 reasonably acceptable to Landlord and legally binding upon and enforceable against Tenant and the assignee or sublessee, together with such additional information as Landlord reasonably may require. (C) Notwithstanding anything herein above to the contrary, Landlord’s consent shall not be required and Landlord shall not have a termination right with respect to the subletting of all or a part of the Premises or the assignment of Lease by Tenant to a “Tenant Affiliate” (defined below), subject, however, to prior written notice being furnished by Tenant to Landlord providing (i) the name, address, state of incorporation and Certificate of Good Standing or foreign qualification, if applicable, from the Maryland State Department of Assessment and Taxation on behalf of such Tenant Affiliate; (ii) the name, title, address, phone and fax number of the proper authorized officer or agent of such Tenant Affiliate to receive any written notice to be issued by Landlord under the Lease; and (iii) written documents satisfactory to Landlord, and must require the subtenant’s property insurer in its reasonable judgment, to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements establish that any such proposed assignee or sub-lessee is a Tenant Affiliate. Such subletting or assignment shall be subject to all policies of property insurance carried in connection the terms and provisions of this Lease and Tenant shall remain jointly and severally liable under the Lease along with such Tenant Affiliate (except to the Leased Premises extent that, as a result of a merger, the transferring “Tenant” ceases to exist). For purposes of this Section 7(C), the phrase “Tenant Affiliate” shall mean any legal entity owning Tenant, owned by Tenant or under common ownership, management or control with Tenant or which acquires and the contents thereof. Every transfer by levy succeeds to ownership of all of Tenant’s business as a result of either (i) purchase of all or sale on executionsubstantially all of Tenant’s assets, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, (ii) purchase of all or by operation substantially all issued and outstanding shares of Law, every transfer of a controlling interest capital stock 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 (iii) a merger, consolidation 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 subleasepublic offering. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by further agrees to provide Landlord in connection with any satisfactory documents to establish that such proposed subletting assignee or assignment, irrespective of whether Landlord’s consent sub-lessee is in fact granteda Tenant Affiliate at the time that Tenant furnishes written notice thereof as required herein.

Subletting and Assignment. Tenant (a) Subtenant shall not assign assign, mortgage, pledge, encumber or in any manner transfer this Sublease or any part thereof nor sublet or suffer the Subleased Premises or any part thereof to be used by others, except as expressly permitted by this Sublease and the Lease. Subject to the terms of this Sublease and the Consent, it is understood that a change in control of Subtenant shall be deemed to constitute an assignment of this Sublease, except to the extent such change of control is not deemed an assignment pursuant to the Lease. (b) If this Sublease is assigned in violation of the provisions of this Sublease, Sublandlord may and is hereby empowered to collect rent from the assignee. In such event, Sublandlord may apply the net amount received by it to the Fixed Rent, Additional Rent or any other payments herein reserved or provided for, and no such collection shall be deemed a waiver of the covenant herein against assignment, mortgage, pledge or encumbrance, or an acceptance of the assignee as a tenant or subtenant under this Sublease or a release of Subtenant from the further performance of its covenants herein. If the Subleased Premises or any part thereof is sublet or occupied by others in violation of the provisions of this Sublease, Sublandlord is hereby empowered to collect rent from the subtenant or other occupant, and to apply the same to the curing of any default hereunder in any order of priority Sublandlord may elect, any unexpended balance to be applied by Sublandlord against any rental or other obligations subsequently becoming due. The making of any assignment, mortgage, pledge, encumbrance or subletting in whole or in part, and whether or not in violation of the provisions of this Sublease, shall not operate to relieve Subtenant from its obligations under this Sublease and, notwithstanding any such assignment, mortgage, pledge, encumbrance or subletting, Subtenant shall remain liable for the payment of all Fixed Rent, Additional Rent and other charges and for the due performance of all the covenants, agreements, terms and provisions of this Sublease until the end of the Term. Each and every assignee, whether as assignee or as successor in interest of Subtenant or as assignee or successor in interest of any assignee, shall immediately be and become and remain liable jointly and severally with Subtenant and with each other for the payment of the Fixed Rent, Additional Rent and other charges payable under this Sublease and for the due performance of all the covenants, agreements terms and provisions of this Sublease on the part of Subtenant to be paid and performed until the end of the Term. (c) Any proposal by Subtenant to assign this Sublease or to further sublet the Leased Subleased 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 thereof shall be subject to the prior written consent of LandlordLandlord (in each case, which may be withheld in Landlord’s sole discretion during to 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 extent Landlord’s consent is required under the Lease) and Sublandlord. Sublandlord shall not unreasonably withhold its consent to a proposed assignment or subletting of all or a part of the Subleased Premises, provided that Landlord has given its consent therefor. Subtenant shall reimburse Sublandlord for all reasonable out-of-pocket expenses incurred in fact grantedconnection with a proposed assignment or subletting, including without limitation the fees and disbursements of Sublandlord's attorneys, provided under no circumstances shall same exceed Five Thousand and 00/100 Dollars ($5,000.00). (d) If Sublandlord shall consent to any assignment of this Sublease, Subtenant shall pay to Sublandlord, as consideration therefor, an amount equal to fifty percent (50%) of all sums and other consideration paid to Subtenant by the assignee in connection with such assignment, including sums paid for the purchase of the alterations and improvements which are present in the Subleased Premises less transaction costs set forth in Section 4(J) of the Lease. The foregoing payment shall be made by Subtenant to Sublandlord within ten (10) Business Days after Sublandlord has given its consent to the assignment (after accounting for the deductions set forth above). Sublandlord shall pay to Landlord any payments required to be made under the Lease in connection therewith. (e) If Sublandlord shall consent to any further sublease of all or a portion of the Subleased Premises, Subtenant shall pay to Sublandlord, as consideration therefor, an amount equal to fifty percent (50%) of the rent, additional rent and all other payments received by Subtenant under or in connection with such sublease, including without limitation, any sums paid for the purchase of the alterations and improvements which are present in the applicable premises less (i) the Fixed Rent and the Additional Rent payable pursuant to Paragraph 4(a) of this Sublease with respect to the applicable premises and (ii) the transaction costs set forth in Section 4(J) of the Lease. Subtenant shall pay such excess amounts to Sublandlord within ten (10) Business Days after receipt by Subtenant in each case (after accounting for the deductions set forth above). Sublandlord shall pay to Landlord any payment required to be made under the Lease in connection therewith. (f) Sublandlord shall be entitled to exercise any recapture right that it may have pursuant to this Sublease (including the provisions of the Lease which have been incorporated herein) in connection with a proposed assignment or subletting of the Subleased Premises, or a portion thereof. (g) Notwithstanding anything in this Sublease to the contrary (and provided Landlord consents to same), Sublandlord’s consent shall not be required (provided Sublandlord and Landlord have been given prior notice and Landlord has consented to same), for transactions entered into with (i) any entity which is controlled by, under common control with or which controls Tenant, or (ii) a corporation into or with which Subtenant is merged or consolidated or with an entity to which all or substantially all of Subtenant’s assets are transferred, provided (x) such merger, consolidation or transfer of assets is for a valid business purpose and not principally for the purpose of transferring the leasehold estate created hereby, and (y) the assignee or successor entity has a net worth (determined in accordance with generally accepted accounting principles consistently applied) at least equal to or in excess of the net worth of Subtenant immediately prior to such merger, consolidation or transfer and Sublandlord has been provided with reasonable proof thereof prior to such transaction. The term control shall mean ownership of more than fifty (50%) percent of all the voting stock of a corporation or more than fifty (50%) percent of all the legal and equitable interest in any other entity. The original named Subtenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Sublease, and notwithstanding the acceptance of fixed rent and/or additional rent by Sublandlord from an assignee, transferee, or any other party, the originally named Subtenant shall remain fully liable for the payment of the fixed rent and additional rent and for the other obligations of this Sublease on the part of Subtenant to be performed or observed.

Subletting and Assignment. a. Tenant shall not assign this Lease, in whole or in part, Lease or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease thereof without obtaining in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without each instance 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 's consent 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 's request to an assignment or sublease in one instance shall not operate be unreasonably withheld, conditioned or delayed; provided, however, in determining whether or not to release give or withhold its approval of any proposed assignee or sublessee hereunder, Landlord shall be entitled to consider, without limitation, the requirement that consent impact of such assignee or sublessee and its business on the image of the Project, and whether or not such assignee or sublessee will favorably coexist and mix with and not detract from the character and quality of the Project. b. If Tenant should desire to assign this Lease or sublet the Premises or any part thereof, Tenant shall make prior written request to Landlord, which request shall specify (i) the name and business of the proposed assignee or sublessee, (ii) the size and location of the space affected, (iii) the proposed effective date and duration of the assignment or sublease and (iv) the proposed rental or other consideration to be paid to Tenant by such sublessee. Landlord be obtained for any further or subsequent shall have a period of fifteen (15) days following receipt of such notice with which to notify Tenant of its decision regarding the proposed assignment or sublease. Tenant shall pay all agrees to reimburse Landlord for Landlord's reasonable attorney's fees and expenses, including reasonable attorneys’ fees, costs incurred by Landlord in connection with the processing and documentation of any proposed request made pursuant to this section, not to exceed $1,000.00. c. The occupancy of the Premises by any division, subsidiary, affiliate or other related entity of Tenant or by any successor firm of Tenant or by any firm into which or with which Tenant may become merged or consolidated or which acquires all or substantially all of Tenant's assets shall not be deemed an assignment of this Lease and shall not require the prior written consent of Landlord in accordance with this section; provided however said assignee shall have a net worth greater than or equal to Tenant's and the permitted uses shall remain the same. d. Any consent to subletting or assignment shall not be deemed a waiver of Landlord's right to withhold its consent to any further subletting or assignment. Notwithstanding any permitted subletting or assignment, irrespective Tenant shall remain obligated to Landlord to discharge all the obligations of whether Landlord’s consent is Tenant herein contained and Landlord shall be afforded all remedies provided hereunder in fact grantedthe event of an uncured default by Tenant. In the event of any assignment of the Lease or any subletting of the Premises by Tenant, permitted by Landlord under subparagraphs (a) and (b) above, in addition to Tenant's other obligations hereunder, Tenant shall pay to Landlord 50% of the excess, if any, of (i) the rentals and all other charges or consideration of any nature actually received by Tenant from Tenant's assignee or subtenant under the terms and provisions of such assignment or sublease or in any manner connected therewith at the time such rentals and other charges are paid thereunder, over (ii) the total Rent paid by Tenant to Landlord hereunder, pro-rated based upon the number of square feet assigned or subleased, in the case of an assignment or a sublease of a portion, but not all, of the Premises less broker's commissions, leasehold improvements and other out of pocket expenses incurred by Tenant.

Subletting and Assignment. Tenant shall (a) 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 Lessee shall submit a copy of the proposed sublease and sublessee’s financials; and Lessor shall have 15 days to approve or not approve the sublease. If Lessor does not timely approve the sublease, it shall be deemed disapproved. 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 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 Rent per square foot under the Lease and the Rent per square foot under the sublease or assignment, and (2) 50% of any other consideration flowing directly or indirectly from the subletting or assignment of the Premises or a portion thereof . 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 administrative fee equal to $500 for such additional administrative, legal, investigative, and management services. (b) Violation of this Lease by sublessees or assignees shall operate to 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 Lease unless otherwise specified in writing. 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 sublessee or assignee agrees in writing to be liable for all of Lessee’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 (3) Lessor’s written approval is attached to 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 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 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. (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. (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. No 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. 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. A. 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, conditioned or delayed, 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 '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. Consent by Landlord Lease and at law. B. In the event that during the Term, 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 within thirty (30) days of Landlord's receipt of Tenant's notice as to which of the following actions Landlord elects to take: (1) Landlord consents to the proposed assignment or subleasing, subject to execution of Landlord's reasonable consent form by Tenant and expensesthe proposed assignee or subtenant; (2) Landlord declines to consent to such assignment or subletting, including and stating the reasonable attorneys’ feesreasons for Landlord's decision, incurred by such as, without limitation, insufficient or unsatisfactory documentation furnished to Landlord in connection with any to establish Tenant's reputation, financial strength and/or proposed subletting or assignment, irrespective use of whether Landlord’s consent is in fact granted.and operations upon the Premises; or

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. 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 unreasonably by Landlord. No subletting or assignment hereof shall be effected by operation of law or in any other manner except with the prior written consent of Landlord’s sole discretion during . If Tenant is a corporation, other than a public corporation (one whose voting stock is listed on a national securities exchange as defined in the first twenty-four full calendar months 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 Termdate of this Lease or which results in a change in the voting control of Tenant, shall be deemed to be an assignment of this Lease within the meaning of this Section 13. 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 thereafter will not expenses to be unreasonably withheld. No 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 writing in a form reasonably acceptable to Landlord. Consent by Landlord to any assignment or subletting by Tenant shall not operate as a waiver of the necessity for obtaining Landlord's consent in writing to release Tenant any subsequent assignment or subletting nor shall the collection or acceptance of rent from any such assignee, subtenant or occupant constitute a waiver or release of its obligations under Tenant of any covenant or obligation contained in this Lease. Each Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay such rent directly to Landlord upon notice from Landlord that Tenant is in default of this Lease. B. Tenant shall give to Landlord notice of Tenant's desire to sublease or assign the Lease together with relevant financial and general information about the potential subtenant or assignee and an assignment or sublease executed by all parties but Landlord in order to secure Landlord's written consent. Within thirty (30) days of receipt of said notice, Landlord shall have the right (i) to consent to the proposed sublease or assignment with or without conditions, (ii) to reject the proposed sublease or assignment, (iii) to terminate this Lease and to enter into a new lease with Tenant for the portion of the Leased Premises Tenant retains upon terms to be mutually agreed upon, or (iv) to sublease from Tenant at the same rental rate and subsequently to re-let that portion of the Leased Premises that Tenant desires to relinquish. If Landlord exercises its right to terminate this Lease, Tenant agrees that Landlord shall have access to the applicable portion of the Leased Premises at least thirty (30) days prior to the effective date of termination for remodeling or redecorating purposes. C. If Landlord does not exercise its right to terminate this Lease and Landlord has granted its written consent, then Tenant may sublet all or a portion of the Leased Premises. Any rent accruing to Tenant as a result of such sublease which exceeds the proportionate share of Rent then being paid by Tenant for the area of the Leased Premises being sublet, shall be paid by Tenant to Landlord monthly, as Additional Rent. D. In the event of any subletting of the Leased Premises or any portion thereof must contain a release assignment 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 Lease 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 with 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 shallwithout Landlord's consent, 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 remain liable to Landlord for payment of the Rent stipulated herein and all fees other covenants 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 grantedconditions contained herein.

Subletting and Assignment. A. 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, conditioned or delayed, 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. B. In the event that during the Term, Tenant desires to 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 agreement, and such other information as Landlord shall reasonably require. Landlord shall not unreasonably withhold its consent to any proposed assignment or subletting, but Landlord may, in its sole and absolute discretion, exercise the right set forth in subparagraph (3) below. Landlord shall notify Tenant within thirty (30) days of Landlord’s receipt of Tenant’s notice as to which of the following actions Landlord elects to take: (1) Landlord consents to the proposed assignment or subleasing, subject to execution of Landlord’s reasonable consent form by Tenant and the proposed assignee or subtenant; (2) Landlord declines to consent to such assignment or subletting, and stating the reasonable reasons for Landlord’s decision, such as, without limitation, insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant’s reputation, financial strength and/or proposed use of and operations upon the Premises; or (3) Landlord, (i) in the event of an assignment of this Lease, elects to terminate this Lease effective as of the date such assignment would have become effective (and such termination date shall become the Expiration Date for purposes of this Lease), or (ii) in the event of a sublease, to terminate this Lease as it pertains to the portion of the Premises so proposed by Tenant to be sublet effective as of the date such sublease would have become effective (and such termination date shall become the Expiration Date for purposes of this Lease with respect to such portion of the Premises). Notwithstanding the above, Tenant, within ten (10) days after receipt of Landlord’s notice of intent to terminate, may withdraw its request for consent to the assignment or sublease. In that event, Landlord’s election to terminate the Lease shall be null and void and of no force and effect. By way of example and without limitation, the failure to satisfy any of the following conditions or standards shall be deemed to constitute reasonable grounds for Landlord to refuse to grant its consent to a proposed assignment or subletting (“Transfer”): (i) The proposed assignee or sublessee (“Transferee”) must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant to be kept and performed as they apply to the transferred space. (ii) The proposed Transferee must satisfy Landlord’s then-current credit and other standards for tenants of the Building and, in Landlord’s reasonable opinion, have the financial strength and stability to perform all of the obligations of the Tenant under this Lease (as they apply to the transferred space) as and when they fall due (iii) The proposed Transferee must be reasonably satisfactory to Landlord as to character and business reputation. (iv) The proposed use of the Premises by the proposed Transferee must be, in Landlord’s reasonable opinion: (a) lawful; (b) in compliance with Article 6 of this Lease; (c) unlikely to cause an increase in insurance premiums for insurance policies applicable to the Building; (d) a use not requiring any new tenant improvements that Landlord would be entitled to disapprove pursuant to Article 5 hereof; (e) unlikely to cause any material increase in services to be provided to the Premises; (f) unlikely to create any materially increased burden in the operation of the Building, or in the operation of any of its facilities or equipment; (g) unlikely to impair the dignity, reputation or character of the Building; and (h) in the case of any Building not then configured for multi-tenant occupancy, not require the Building to be reconfigured as a multi-tenant Building and not require creation of any new Common Areas or multi-tenant corridors in the Building. (v) At the time of the proposed Transfer, a default (as defined in Article 19 below) shall not have occurred and be continuing beyond any applicable notice and cure period, and no event may have occurred that with notice, the passage of time, or both, would become a default. (vi) The proposed Transferee shall not be a governmental entity or hold any exemption from the payment of ad valorem or other taxes that would prohibit Landlord from collecting from such Transferee any amounts otherwise payable under this Lease. (vii) The proposed Transferee shall not be a then present tenant or affiliate or subsidiary of a then present tenant in the Project. (viii) Landlord shall not be negotiating with, and shall not have at any time within the past six (6) months negotiated with, the proposed Transferee for space in the Building. (ix) The proposed Transferee is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings in connection with the administration or enforcement of a lease or is a competitor of Landlord or any affiliate of Landlord. C. In the event that Landlord shall consent to any assignment or sublease, Landlord shall be entitled to receive, as Rent hereunder, fifty percent (50%) of any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent, Taxes and Operating Expenses payable by Tenant and attributable to the sublet space for the corresponding month; except that Tenant may recapture, on an amortized basis over the term of the sublease or assignment, any reasonable brokerage commissions paid by Tenant in connection with the subletting or assignment, reasonable marketing costs paid by Tenant in connection with the subletting or assignment, reasonable attorneys’ fees in connection with the subletting or assignment, any improvement allowance paid by Tenant to the subtenant or assignee and any improvement costs incurred by Tenant specifically to prepare the space for such assignment or subletting. Upon Landlord’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to this Article 16 shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease. D. For purposes of this Article 16 (subject to Section 16.G. below), the following events shall be deemed an assignment or sublease, as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or otherwise) in Tenant or any subtenant or assignee, or any entity controlling any of them, to any person or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant or any subtenant or assignee; (ii) a transfer of Control of Tenant or any subtenant or assignee, or any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, acquisition or reorganization), except that the transfer of outstanding capital stock or other listed equity interests through the “over the counter” market or any recognized national or international securities exchange (including transfers and issuances as part of an initial public offering of Tenant’s stock), shall not be included in determining whether Control has been transferred; (iii) a reduction of Tenant’s assets to the point that this Lease is substantially Tenant’s only asset; (iv) a change or conversion in the form of entity of Tenant, any subtenant or assignee, or any entity controlling any of them, which has the effect of limiting the liability of any of the partners, members or other owners of such entity; or (v) the agreement by a third party to assume, take over, or reimburse Tenant for, any or all of Tenant’s obligations under this Lease, in order to induce Tenant to lease space with such third party. For purposes of this paragraph, “Control” shall mean direct or indirect ownership of more than fifty percent (50%) of all of the voting stock of a corporation or more than fifty percent (50%) of the legal or equitable interest in any other business entity, or the power to direct the operations of any entity (by equity ownership, contract or otherwise). X. Xxxxxxx or not Landlord shall consent to any proposed assignment or sublease, upon demand Tenant shall pay Landlord an administrative fee of One Thousand Dollars ($1,000.00) in connection with the Landlord’s consideration of such proposed assignment or sublease, and reimburse Landlord for all reasonable attorneys’ fees and expenses incurred by Landlord in connection with the proposed assignment or sublease. If Tenant claims or asserts that Landlord has failed to grant any approval required of it pursuant to this Article 16 or otherwise violated or failed to perform its obligations under this Article 16, Tenant’s sole remedy shall be an action for specific performance, declaratory judgment or injunction and in no event shall Tenant be entitled to any money damages in any action or by way of set off, defense or counterclaim and Tenant hereby specifically waives the right to any money damages or other such remedies for any such failure or violation. F. In no case may Tenant assign Tenant’s Signage, any renewal, expansion or other options under this Lease to any sublessee(s) hereunder or assignees hereof, all such options being deemed personal to the Tenant originally named under this Lease. Consent by Landlord hereunder shall in no way operate as a waiver by Landlord of, or to release or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord’s consent to any subsequent assignment, subletting, transfer, use or occupancy. G. Notwithstanding anything to the contrary in this Article 16, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent, to any partnership, corporation or other entity that controls, is controlled by, or is under common control with Tenant or Tenant’s parent (control being defined for such purposes as ownership of at least fifty percent (50%) of the equity interests in, and the power to direct the management of, the relevant entity) or to any partnership, corporation or other entity resulting from a merger or consolidation with Tenant or Tenant’s parent, or to any person or entity that acquires substantially all the assets (including by means of a purchase of all or substantially all of Tenant’s stock, any such purchaser being a “Stock Purchaser”) of Tenant as a going concern (collectively, an “Affiliate”), provided that (i) Landlord receives at least ten (10) days’ prior written notice of an assignment or subletting, together with evidence reasonably satisfactory to Landlord that the requirements of this paragraph have been met (provided, however, that if advance disclosure is prohibited under applicable Laws or any commercially reasonable confidentiality agreement, Tenant may provide such notice and evidence within ten (10) days after the transaction deemed an assignment or subletting), (ii) the Affiliate’s net worth (other than in the case of an Affiliate that is a Stock Purchaser, in which case the following net worth test shall be applied to Tenant rather than the Affiliate) is not less than Tenant’s net worth immediately prior to the assignment or subletting (or series of transactions of which the same is a part) or as of the date of this Lease, whichever is greater, (iii) except in the case of an assignment where the assignor is dissolved as a matter of law following the series of transactions of which the assignment is a part and where such assignor makes sufficient reserves for contingent liabilities (including its obligations under this Lease) as required by applicable Law, the Affiliate remains an Affiliate for the duration of the subletting or the balance of the Term in the event of an assignment, (iv) the Affiliate assumes (in the event of an assignment) in writing all of Tenant’s obligations under this Lease, (v) Landlord receives a fully executed copy of an assignment or sublease in one instance shall not operate agreement between Tenant and the Affiliate at least ten (10) days prior to release the requirement that consent from Landlord be obtained for any further or subsequent effective date of such assignment or sublease. Tenant shall pay all fees sublease or, in the case of an assignment by merger or stock purchase, such later date (but no later than ten (10) days after the effective date of the assignment) on which the assignment agreement (which may be the merger agreement or the stock purchase agreement if the assignment is effected by means thereof) is executed by the parties thereto, and expenses, including reasonable attorneys’ fees, incurred by Landlord (vi) in connection with any proposed subletting or the case of an assignment, irrespective the essential purpose of whether Landlord’s consent such assignment is to transfer an active, ongoing business with substantial assets in fact grantedaddition to this Lease, and in the case of an assignment or sublease the transaction is for legitimate business purposes unrelated to this Lease and the transaction is not a subterfuge by Tenant to avoid its obligations under this Lease or the restrictions on assignment and subletting contained herein.

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. 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 LandlordLandlord list the Premises or any part thereof as available for assignments or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, nor assign this Lease or any interest thereunder, or sublet Premises or any part thereof, or permit the use of Premises by any party other than Tenant. In the event that during the term of this Lease, Tenant desires to sublease and introduces Landlord to a proposed replacement tenant for Tenant, which replacement tenant has a good reputation, is of financial strength at least equal to that of Tenant (as determined by Landlord in its sole REASONABLE discretion) and has a use for Premises and a number of employees reasonably consistent with that of Tenant's operation, the Landlord may be withheld in consider such replacement tenant and notify Tenant with reasonable promptness as to Landlord’s 's choice, at Landlord's sole discretion during the first twenty-four full calendar months REASONABLE discretion, of the Term, and thereafter will not be unreasonably withheld. No following: (a) The Landlord consents to a subleasing of the Premises or assignment or sublease of the lease to such replacement tenant (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD); provided that Tenant shall operate to release Tenant from any remain fully liable for all of its obligations and liabilities under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of Lease and waiver of claims against provided further that 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 entitled 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 any profit obtained by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent Tenant 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 such subletting or assignment; or; (b) That upon such replacement tenant's entering into a mutually satisfactory new Lease for the Premises with Landlord, irrespective then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of whether replacement tenant's obligations); or (c) That Landlord declines to consent to such sublease or assignment due to insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant's reputation, financial strength and proposed use of and operations upon Premises; or (d) That Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant's request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as computed by Landlord’s consent is in fact granted) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.

Subletting and Assignment. Tenant shall (a) 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 Lessee shall submit a copy of the proposed sublease and sublessee’s financials; and Lessor shall have 15 days to approve or not approve the sublease. If Lessor does not timely approve the sublease, it shall be deemed disapproved. 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. (b) Violation of this Lease by sublessees or assignees shall operate to 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 Lease unless otherwise specified in writing. 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 sublessee or assignee agrees in writing to be liable for all of Lessee’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 (3) Lessor’s written approval is attached to 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 provided in Sections 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 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, 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 the Leased Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting. (b) Notwithstanding any provision in this Lease to the contrary, Landlord’s consent shall not be required for (i) any sale, transfer, assignment or other conveyance by Tenant to a controlling Subsidiary of Tenant or to another Entity in which Crow Parties own a Controlling Interest or (ii) any sale, transfer, assignment or other conveyance of any direct or indirect equity interest in Tenant so long as Crow Parties continue to own a Controlling Interest in the Tenant. Tenant shall deliver notice of any such proposed transfer to Landlord at least thirty (30) days prior to any such transfer and shall, within five (5) days following any request by Landlord, provide Landlord such information as may be reasonably necessary or appropriate in order for Landlord to determine if such proposed transfer is consistent with the above provisions. (c) If this Lease is assigned or if the Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant) in violation 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 then due and payable by Tenant, 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 Lease. (d) Except as set forth in Section 16.1(b), no subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and every transfer under Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any compulsory procedure subletting or order of court assignment in a particular instance shall be deemed to constitute an “assignment” within be a waiver of the meaning of this Lease. Any attempted assignment or sublease prohibition set forth in violation of this Section shall16.1. No assignment, 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 grantedoccupancy shall affect any Permitted Use.

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, Tenant desires to 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 agreement, and such other information as Landlord shall reasonably require. Landlord shall not unreasonably withhold its consent to any proposed assignment or subletting, but Landlord may, in its sole and absolute discretion, exercise the right set forth in subparagraph (3) below. Landlord shall notify Tenant within thirty (30) days of Landlord’s receipt of Tenant’s notice as to which of the following actions Landlord elects to take: (1) Landlord consents to the proposed assignment or subleasing, subject to execution of Landlord’s reasonable consent form by Tenant and the proposed assignee or subtenant; (2) Landlord declines to consent to such assignment or subletting, and stating the reasonable reasons for Landlord’s decision, such as, without limitation, insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant’s reputation, financial strength and/or proposed use of and operations upon the Premises; or (3) Landlord elects to cancel this Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel this Lease as to the portion thereof that Tenant proposes to sublease (in the case of a sublease); provided, however, that if the portion of the Premises proposed by Tenant to be sublet consists of space in more than one Building, Landlord may exercise (or not exercise) its cancellation option separately as to the proposed sublet space in each such Building. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant or any liability for brokerage commissions incurred by Tenant in connection with the proposed assignment or sublease. By way of example and without limitation, the failure to satisfy any of the following conditions or standards shall be deemed to constitute reasonable grounds for Landlord to refuse to grant its consent to a proposed assignment or subletting (“Transfer”): (i) The proposed assignee or sublessee (“Transferee”) must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant to be kept and performed as they apply to the transferred space. (ii) The proposed Transferee must satisfy Landlord’s then-current credit and other standards for tenants of the Building and, in Landlord’s reasonable opinion, have the financial strength and stability to perform all of the obligations of the Tenant under this Lease (as they apply to the transferred space) as and when they fall due (iii) The proposed Transferee must be reasonably satisfactory to Landlord as to character and professional standing. (iv) The proposed use of the Premises by the proposed Transferee must be, in Landlord’s reasonable opinion: (a) lawful; (b) in compliance with Article 6 of this Lease; (c) unlikely to cause an increase in insurance premiums for insurance policies applicable to the Building; (d) a use not requiring any new tenant improvements that Landlord would be entitled to disapprove pursuant to Article 5 hereof; (e) unlikely to cause any material increase in services to be provided to the Premises; (f) unlikely to create any materially increased burden in the operation of the Building, or in the operation of any of its facilities or equipment; (g) unlikely to impair the dignity, reputation or character of the Building; and (h) in the case of any Building not then configured for multi-tenant occupancy, not require the Building to be reconfigured as a multi-tenant Building and not require creation of any new Common Areas or multi-tenant corridors in the Building. (v) At the time of the proposed Transfer, a default (as defined in Article 19 below) shall not have occurred and be continuing, and no event may have occurred that with notice, the passage of time, or both, would become a default. (vi) The proposed Transferee shall not be a governmental entity or hold any exemption from the payment of ad valorem or other taxes that would prohibit Landlord from collecting from such Transferee any amounts otherwise payable under this Lease. (vii) The proposed Transferee shall not be a then present tenant or affiliate or subsidiary of a then present tenant in the Building unless there is no other suitable space available in the Building. (viii) Landlord shall not be negotiating with, and shall not have at any time within the past ninety (90) days negotiated with, the proposed Transferee for space in the Building. (ix) The proposed Transferee is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings, or is a competitor of Landlord or any affiliate of Landlord and does not intend to occupy the space for its own use and conduct of business. In the event that Landlord shall consent to any assignment or sublease, Landlord shall be entitled to receive, as Rent hereunder, fifty percent (50%) of any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent, Taxes and Operating Expenses payable by Tenant and attributable to the sublet space for the corresponding month; except that Tenant may recapture, on an amortized basis over the term of the sublease or assignment, any reasonable brokerage commissions paid by Tenant in connection with the subletting or assignment, reasonable marketing costs paid by Tenant in connection with the subletting or assignment, reasonable attorneys fees in connection with the subletting or assignment, any improvement allowance paid by Tenant to the subtenant or assignee and any improvement costs incurred by Tenant specifically to prepare the space for such assignment or subletting. Upon Landlord’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to this Article 16 shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease. For purposes of this Article 16, the following events shall be deemed an assignment or sublease, as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or otherwise) in Tenant or any subtenant or assignee, or any entity controlling any of them, to any person or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant or any subtenant or assignee; (ii) a transfer of Control of Tenant or any subtenant or assignee, or any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, acquisition or reorganization), except that the transfer of outstanding capital stock or other listed equity interests through the “over the counter” market or any recognized national or international securities exchange (including transfers and issuances as part of an initial public offering of Tenant’s stock), shall not be included in determining whether Control has been transferred; (iii) a reduction of Tenant’s assets to the point that this Lease is substantially Tenant’s only asset; (iv) a change or conversion in the form of entity of Tenant, any subtenant or assignee, or any entity controlling any of them, which has the effect of limiting the liability of any of the partners, members or other owners of such entity; or (v) the agreement by a third party to assume, take over, or reimburse Tenant for, any or all of Tenant’s obligations under this Lease, in order to induce Tenant to lease space with such third party. For purposes of this paragraph, “Control” shall mean direct or indirect ownership of more than fifty percent (50%) of all of the voting stock of a corporation or more than fifty percent (50%) of the legal or equitable interest in any other business entity, or the power to direct the operations of any entity (by equity ownership, contract or otherwise). Whether or not Landlord shall consent to any proposed assignment or sublease, upon demand Tenant shall pay Landlord an administrative fee of One Thousand Dollars ($1,000.00) in connection with the Landlord’s consideration of such proposed assignment or sublease, and reimburse Landlord for all reasonable attorneys’ fees and expenses incurred by Landlord in connection with the proposed assignment or sublease. If Tenant claims or asserts that Landlord has failed to grant any approval required of it pursuant to this Article 16 or otherwise violated or failed to perform its obligations under this Article 16, Tenant’s sole remedy shall be an action for specific performance, declaratory judgment or injunction and in no event shall Tenant be entitled to any money damages in any action or by way of set off, defense or counterclaim and Tenant hereby specifically waives the right to any money damages or other such remedies for any such failure or violation. In no case may Tenant assign any renewal, expansion, rights of first offer or other options under this Lease to any sublessee(s) hereunder or assignees hereof, all such options being deemed personal to the Tenant originally named under this Lease. Consent by Landlord hereunder shall in no way operate as a waiver by Landlord of, or to release or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord’s consent to any subsequent assignment, subletting, transfer, use or occupancy. Notwithstanding anything to the contrary in this Article 16, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent, to any partnership, corporation or other entity that controls, is controlled by, or is under common control with Tenant or Tenant’s parent (control being defined for such purposes as ownership of at least fifty percent (50%) of the equity interests in, and the power to direct the management of, the relevant entity) or to any partnership, corporation or other entity resulting from a merger or consolidation with Tenant or Tenant’s parent, or to any person or entity that acquires substantially all the assets (including by means of a purchase of all or substantially all of Tenant’s stock, any such purchaser being a “Stock Purchaser”) of Tenant as a going concern (collectively, an “Affiliate”), provided that (i) Landlord receives at least ten (10) days’ prior written notice of an assignment or subletting, together with evidence reasonably satisfactory to Landlord that the requirements of this paragraph have been met, (ii) the Affiliate’s net worth (other than in the case of an Affiliate that is a Stock Purchaser, in which case the following net worth test shall be applied to Tenant rather than the Affiliate) is not less than Tenant’s net worth immediately prior to the assignment or subletting (or series of transactions of which the same is a part) or as of the date of this Lease, whichever is greater, (iii) except in the case of an assignment where the assignor is dissolved as a matter of law following the series of transactions of which the assignment is a part and where such assignor makes sufficient reserves for contingent liabilities (including its obligations under this Lease) as required by applicable law, the Affiliate remains an Affiliate for the duration of the subletting or the balance of the term in the event of an assignment, (iv) the Affiliate assumes (in the event of an assignment) in writing all of Tenant’s obligations under this Lease, (v) Landlord receives a fully executed copy of an assignment or sublease in one instance shall not operate agreement between Tenant and the Affiliate at least ten (10) days prior to release the requirement that consent from Landlord be obtained for any further or subsequent effective date of such assignment or sublease. Tenant shall pay all fees and expensessublease or, including reasonable attorneys’ feesin the case of an assignment by merger or stock purchase, incurred such later date (but no later than the effective date of the assignment) on which the assignment agreement (which may be the merger agreement or the stock purchase agreement if the assignment is effected by Landlord means thereof) is executed by the parties thereto, (vi) in connection with any proposed subletting or the case of an assignment, irrespective the essential purpose of whether Landlord’s consent such assignment is to transfer an active, ongoing business with substantial assets in fact grantedaddition to this Lease, and in the case of an assignment or sublease the transaction is for legitimate business purposes unrelated to this Lease and the transaction is not a subterfuge by Tenant to avoid its obligations under this Lease or the restrictions on assignment and subletting contained herein.

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. (a) Tenant shall not have the unrestricted right to assign this Lease, in whole or in part, Lease or sublet all or any portion of the Leased Premises without Landlord's consent (i) to any entity which controls, is controlled by or any portion thereofis under common control with Tenant (an "Affiliate") or (ii) in connection with a merger or consolidation of Tenant or an Affiliate, a sale of all or substantially all of Tenant's or an Affiliate's assets, or encumber a sale of stock or other ownership interests in Tenant or an Affiliate. Notwithstanding the leasehold interest created by foregoing, the sale of stock or other ownership interests in an Affiliate that is not an operating business and has this Lease in any manner (including the creation of any security interest in as its sole or other pledge of or lien upon the Leased Personal Property) without primary asset shall require 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, conditioned or delayed. No Tenant agrees to notify Landlord of any assignment or sublease subletting pursuant to this Section 3.9(a) prior to the effective date of such assignment or subletting. (b) Any assignment of this Lease other than pursuant to subsection (a) of this Section 3.9 shall operate require the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Any subletting of all or any portion of the Leased Premises other than pursuant to subsection (a) of this Section 3.9 shall require the prior written consent of Landlord, which shall not be withheld unless the subtenant's occupancy will have a material adverse effect on the operation of the Building or the Building systems. Landlord shall respond in writing to a request for consent to an assignment or subletting within thirty (30) days after receipt of such request, which response shall set forth in reasonable detail, in the event Landlord denies its consent, the reasons for such denial. If Landlord fails to respond to a request for consent to an assignment or subletting within such thirty (30) day period, such consent shall be deemed given. (c) In the event of any assignment or subletting, Tenant shall remain fully liable and obligated under all the terms conditions and provisions of this Lease and any assignee shall assume all of the obligations of Tenant under this Lease. The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from the terms of any of its covenants or obligations under this Lease. Each sublease , nor shall the collection or acceptance of the Leased Premises rent from any such assignee or any portion thereof must contain subtenant constitute a waiver of, or release of and waiver 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 obtaining the consent in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor writing of Landlord and to any further assignment or subletting, to 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 extent such consent is required 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 In the event that Tenant defaults hereunder beyond the expiration of any applicable notice and cure or sublease in violation grace period, Tenant hereby assigns to Landlord the rent due from any subtenant of this Section shall, at Tenant and hereby authorizes each such subtenant to pay said rent 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 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 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 list the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, nor assign this Lease or any interest thereunder, or sublet Premises or any part thereof, or permit the use of Premises by any party other than Tenant. In the event that during the term of this Lease, Tenant desires; to sublease and introduces Landlord to a proposed replacement tenant for Tenant, which replacement tenant has a good reputation, is of financial strength at least equal to that of Tenant (as determined by Landlord in its sole discretion) and has a use for Premises and a number of employees reasonably consistent with that of Tenant's operation, the Landlord may consider such replacement tenant and notify Tenant with reasonable promptness as to Landlord's choice, at Landlord's sole discretion, of the following: (1) That Landlord consents to a subleasing of the Premises or assignment of the lease to such replacement tenant provided that Tenant shall operate to release Tenant from any remain fully liable for all of its obligations and liabilities under this LeaseLease and provided further that Landlord shall be entitled to any profit obtained by Tenant from such subletting or assignment; (2) That upon such replacement tenant's entering into a mutually satisfactory new Lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant's obligations); (3) That Landlord declines to consent to such sublease or assignment due to insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant's reputation, financial strength and proposed use of and operations upon Premises; or (4) That Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. Each sublease In either such event Tenant shall surrender possession of the Leased Premises Premises, or any the portion thereof must contain which is the subject of Tenant's request on the date set forth in a release notice from Landlord in accordance with the provisions of and waiver this lease relating to the surrender of claims against Landlord and the other Releasees Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as that term is defined in computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), in form and content acceptable without any liability to LandlordTenant. In no case may Tenant assign any options to sublessee(s) or assignee(s) hereunder, and must require the subtenant’s property insurer all such options being deemed personal 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 only. Consent by Landlord to an assignment hereunder shall in no way operate as a waiver by Landlord of, or sublease in one instance shall not operate to release the requirement that or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord's consent from Landlord be obtained for to 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, transfer, use or occupancy.

Subletting and Assignment. A. Tenant shall neither sublet any part of the Premises nor assign this Lease or any interest herein without the written consent of Landlord first being obtained, which consent, as to any subletting of less than twenty-five percent (25%) of the Premises, will not be unreasonably 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 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 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 assignee would require compliance by Landlord and the Building with any current or future laws to a greater extent than that required prior to the proposed occupancy by such subtenant or assignee, Landlord, at its sole option, may refuse to grant such consent, unless, as an express condition thereof, Tenant and/or such assignee or subtenant bears the entire cost of such greater compliance. B. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect the rent from the assignee, subtenant, or occupant and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy, or collection shall be deemed an acceptance of the assignee, subtenant, or occupant as the Tenant hereof or a release of Tenant from further performance by Tenant of covenants on the part of Tenant herein contained. A sale by Tenant of all or substantially all of its assets or all or substantially all of its stock if Tenant is a publicly traded corporation, a merger of Tenant with another corporation, the transfer of twenty-five percent (25%) or more of the stock in a corporate tenant whose stock is not publicly traded, or transfer of twenty-five percent (25%) or more of the beneficial ownership interests in a partnership tenant shall constitute a prohibited assignment hereunder. Consent by Landlord to any one Assignment or sublease shall not in any way be construed as relieving Tenant from obtaining the Landlord's express written consent to any further Assignment or sublease. Notwithstanding the consent of Landlord to any sublease or Assignment, Tenant shall not be relieved from its primary obligations hereunder to Landlord, including, but not limited to the payment of all Base Rent and Tenant's Pro Rata Share of increases in Operating Expenses. Xxxxxxxx's consent to any requested sublease or Assignment shall not waive Landlord's right to refuse to consent to any other such request or to terminate this Lease if such request is made, all as provided herein. If Tenant collects any rental or other amounts from a subtenant or assignee in excess of the Base Rent and Tenant's Pro Rata Share of increases in Operating Expenses for any monthly period, Tenant shall pay to Landlord on a monthly basis, as and when Tenant receives the same, all such excess amounts received by Tenant. C. Notwithstanding anything contained in this Paragraph 13 to the contrary, in the event Tenant requests Xxxxxxxx's consent to sublet twenty-five percent (25%) or more of the Premises or to assign twenty-five percent (25%) or more of its interest in this Lease, Landlord shall have the right to: (1) consent to such sublease or Assignment in its sole discretion; (2) refuse to grant such consent in Landlord's sole discretion; or (3) refuse to grant such consent and terminate this Lease as to the portion of the Premises with respect to which such consent was requested; provided, however, if Landlord refuses to grant such consent and elects to terminate the Lease as to such portion of the Premises, Tenant shall have the right within fifteen (15) days after notice of Landlord's exercise of its right to terminate to withdraw Xxxxxx's request for such consent and remain in possession of the Premises under the terms and conditions hereof. In the event the Lease is terminated as set forth herein, such termination shall be effective as of the date set forth in a written notice from Landlord to Tenant, which date shall in no event be more than thirty (30) days following such notice. X. Xxxxxx hereby agrees that in the event it desires to sublease all or any portion of the Premises or assign this LeaseLease to any party, in whole or in part, (herein "Assignment"), Tenant shall notify Landlord not less than ninety (90) days prior to the date Tenant desires to sublease such portion of the Premises or assign this Lease ("Tenant's Notice"). Tenant's Notice shall set forth the description of the portion of the Premises to be so sublet or assigned and the terms and conditions on which Tenant desires to sublet the Leased Premises or any portion thereof, assign this Lease. Landlord shall have sixty (60) days following receipt of Tenant's Notice within which to attempt to sublet the Premises or encumber the leasehold interest created by assign this Lease in any manner on Tenant's behalf (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 to exercise Landlord, which may be withheld in Landlord’s sole discretion during the first 's rights pursuant to subparagraph C above if Xxxxxx's Notice discloses that twenty-four full calendar months five percent (25%) or more of the TermPremises is involved). In the event that the space covered by Xxxxxx's Notice is leased by Xxxxxxxx, rent and thereafter will not be unreasonably withheld. No assignment or other sums due from the subtenant in accordance with the sublease shall operate be paid to release Tenant from any for Tenant's account and Landlord shall have no responsibility whatsoever for the observance and performance by such subtenant of its obligations under this Leaseits sublease with Tenant. Each sublease Landlord shall be under no obligation to find a prospective subtenant or assignee. If Landlord is unwilling or unable to locate a subtenant or assignee (and, if applicable, declines to exercise its rights pursuant to subparagraph C above), Landlord will notify Tenant not later than sixty (60) days after the date Landlord receives Tenant's Notice and Tenant shall be free to sublet the portion of the Leased Premises in question or assign the applicable portion of its interest in this Lease to any third party on terms substantially identical to those described in Tenant's Notice, subject to Landlord's consent as set forth in subparagraph A above. If Xxxxxx is unable to sublet said portion of the Premises or any assign the applicable portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined its interest in this Lease), in form Lease on said terms and content acceptable conditions within one hundred twenty (120) days following its original notice to Landlord, and must require Xxxxxx agrees to reoffer the subtenant’s property insurer Premises to issue Landlord 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 provisions hereof prior to leasing or assigning the contents thereof. Every transfer same to any third party. E. All documents utilized by levy Tenant to evidence any subletting 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 assignment to which Xxxxxxxx has consented shall be deemed subject 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 prior approval 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 subleaseits counsel. Tenant shall pay on demand all fees of Landlord's costs and expenses, including reasonable attorneys’ ' fees, incurred in determining whether or not to consent to any requested sublease or Assignment and in reviewing and approving such documentation. X. Xxxxxxxx and Xxxxxx understand that notwithstanding certain provisions to the contrary contained herein, a trustee or debtor in possession under the Bankruptcy Code of the United States may have certain rights to assume or assign this Lease. If a trustee in bankruptcy is entitled to assume control over Xxxxxx's rights under this Lease and assigns such rights to any third party, the Base Rent to be paid hereunder by such party shall be increased to the then current Base Rent (if greater than then being paid for the Premises) which Landlord would charge for comparable space in connection with the Building as of the date of such third party's occupancy of the Premises. Landlord and Xxxxxx further understand that in any proposed subletting or assignment, irrespective event Landlord is entitled under the Bankruptcy Code to Adequate Assurance of whether Landlord’s consent is in fact granted.future performance of the terms and provisions

Subletting and Assignment. Tenant (a) Subtenant shall not assign assign, mortgage, pledge, encumber or in any manner transfer this Sublease or any part thereof nor sublet or suffer the Subleased Premises or any part thereof to be used by others, except as expressly permitted by this Sublease and the Lease. It is understood that a change in control of Subtenant shall be deemed to constitute an assignment of this Sublease. The provisions of the Lease relating to assignment and subletting shall be deemed to be incorporated into this Sublease. (b) If this Sublease is assigned in violation of the provisions of this Sublease, Sublandlord may and is hereby empowered to collect rent from the assignee. In such event, Sublandlord may apply the net amount received by it to the Fixed Rent, Additional Rent or any other payments herein reserved or provided for, and no such collection shall be deemed a waiver of the covenant herein against assignment, mortgage, pledge or encumbrance, or an acceptance of the assignee as a tenant or subtenant under this Sublease or a release of Subtenant from the further performance of its covenants herein. If the Subleased Premises or any part thereof is sublet or occupied by others in violation of the provisions of this Sublease, Sublandlord is hereby empowered to collect rent from the subtenant or other occupant, and to apply the same to the curing of any default hereunder in any order of priority Sublandlord may elect, any unexpended balance to be applied by Sublandlord against any rental or other obligations subsequently becoming due. The making of any assignment, mortgage, pledge, encumbrance or subletting in whole or in part, and whether or not in violation of the provisions of this Sublease, shall not operate to relieve Subtenant from its obligations under this Sublease and, notwithstanding any such assignment, mortgage, pledge, encumbrance or subletting, Subtenant shall remain liable for the payment of all Fixed Rent, Additional Rent and other charges and for the due performance of all the covenants, agreements, terms and provisions of this Sublease until the end of the Term. Each and every assignee, whether as assignee or as successor in interest of Subtenant or as assignee or successor in interest of any assignee, shall immediately be and become and remain liable jointly and severally with Subtenant and with each other for the payment of the Fixed Rent, Additional Rent and other charges payable under this Sublease and for the due performance of all the covenants, agreements terms and provisions of this Sublease on the part of Subtenant to be paid and performed until the end of the Term. (c) Any proposal by Subtenant to assign this Sublease or to further sublet the Leased Subleased 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 thereof shall be subject to the prior written consent of Landlord, which may be withheld in LandlordLandlord and Sublandlord. Sublandlord’s sole discretion during the first twenty-four full calendar months consent to a proposed assignment or subletting 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 Subleased 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 Leasehave been granted provided that Landlord has given its consent therefor. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and Subtenant 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 reimburse Sublandlord for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, out-of-pocket expenses incurred by Landlord in connection with any a proposed subletting assignment or assignment, irrespective of whether Landlord’s consent is in fact grantedsubletting.

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 A. Without the prior written consent of Landlord neither Tenant nor Tenant's legal representatives or successors, shall, by operation of law or otherwise, assign or mortgage this Lease or sublet the whole or any part of the Premises or permit any part thereof to be used or occupied by others. Landlord, which may 's consent to any such transaction shall be withheld in Landlord’s 's sole discretion during and absolute discreton. The term "assign" as used herein, shall also include the first twenty-four full calendar months following: (i) a sale or distribution by Tenant of all or substantially all of its assets, (ii) the sale or transfer by Tenant of all or substantially all of its stock if Tenant is a corporation; (iii) a merger of Tenant with another corporation; (iv) a sale or transfer of all or substantially all of the Termbeneficial ownership interests in a tenant which is a partnership; or (v) an assignment of a part interest in this Lease or any assignment from one co-tenant to another. B. If this Lease is assigned, 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 if the Leased Premises or any portion part thereof must contain is sublet or occupied by 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 and other charges hereunder, but no such assignment, subletting, occupancy, or collection shall be deemed an acceptance of the assignee, subtenant, or Occupant as the Tenant hereof, or a release of and waiver of claims against Landlord and the other Releasees (as that term is defined Tenant from further performance by Tenant unless expressly agreed to in this Lease), in form and content acceptable to writing 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 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 any one assignment or sublease in one instance subletting shall not operate to release be construed as releasing the requirement that of obtaining the Landlord's written consent from Landlord be obtained for to any further or subsequent assignment or subleasesubletting rincluding subletting by any subtenant). Notwithstanding the consent of Landlord to any subletting or assignment, Tenant shall not be relieved from its primary obligations hereunder to Landlord including but not limited to the payment of all Base Rent and Tenant's Pro Rata Share of increases in Operating Expenses unless explicitly agreed to in writing by Landlord. Landlord's consent to any requested subletting or assignment shall not waive Landlord's right to refuse to consent to any other such request Tenant shall pay to Landlord within 30 days of receipt of an invoice therefor all fees and expenses, including reasonable attorneys’ fees, costs incurred by Landlord in connection reviewing and preparing documents with respect to any proposed subletting or assignmentassignment of the Premises. C. In the event Tenant receives rental or other sums from any subtenant or assignee in excess of the Base Rent and increases in Operating Expenses required to be paid by Tenant, irrespective Landlord shall be entitled to 50% of whether Landlord’s consent such excess. Tenant shall promptly pay to Landlord 50% of such excess rental as when it is in fact grantedreceived by Tenant from any such subtenant or assignee.

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. 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. In the event Tenant shall not should desire to assign this Lease, in whole or in part, Lease Agreement or sublet the Leased Premises or any part thereof or allow same to be used or occupied by others, 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 subtenant or assignee regarding its financial condition and business operations) of such desire at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or sublease or allow such a use or occupancy. Landlord shall then have a period of fifteen (15) days following receipt of such notice within which to notify Tenant in writing that Landlord elects: (1) To refuse to permit Tenant to assign this Lease Agreement or sublet such space, and in such case this Lease Agreement shall continue in full force and effect in accordance with the terms and conditions hereof; or (2) To terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant shall be relieved of all obligations hereunder as to such space arising from and after such date; provided, however, if Landlord gives Tenant notice of its election to terminate all or a portion of the Lease Agreement pursuant to this Section 12(A)(2), Tenant shall have five (5) days after receipt of such notice in which to withdraw its request, thus precluding Landlord's right to terminate the Lease Agreement or any portion thereof, or encumber the leasehold interest created by ; or (3) To permit Tenant to assign this Lease Agreement or sublet such space for the duration specified in any manner (including such notice, subject to Landlord's subsequent written approval of the creation of any security interest in proposed assignee or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlordsubtenant, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will approval shall not be unreasonably withheldwithheld or delayed if (a) the nature and character of the proposed assignee or subtenant, its business and activities and intended use of the Leased Premises are in Landlord's reasonable judgment consistent with the current standards of the Building and the floor or floors on which the Leased Premises are located, (b) neither the proposed assignee or subtenant (nor any party which, directly or indirectly, controls or is controlled by or is under common control with the proposed assignee or subtenant) is a department, representative or agency of any governmental body or currently an occupant of any part of the Building or a party with whom Landlord is then negotiating to lease space in the Building or in any adjacent Building owned by Landlord, (c) the form and substance of the proposed sublease or instrument of assignment is acceptable to Landlord (which acceptance by Landlord shall not be unreasonably withheld or delayed) and is expressly subject to all of the terms and provisions of this Lease Agreement and to any matters to which this Lease Agreement is subject, (d) the proposed occupancy would not (1) increase the Leased Premises or Building cleaning requirements, (2) impose an extra burden upon the services to be supplied by Landlord to Tenant hereunder, (3) violate the current rules and regulations of the Building, (4) violate the provisions of any other leases of tenants in the Building or (5) cause alterations or additions to be made to the 10 of 51 Building (excluding the Leased Premises), (e) Tenant enters into a written agreement with Landlord whereby it is agreed that any profit realized by Tenant as a result of said sublease or assignment (excluding any amounts paid to the Tenant for the sale of Tenant's fixtures, leasehold improvements, equipment, furniture, furnishings or personal property) shall be ) shall be payable to Landlord as it accrues as additional rent hereunder, and (f) the granting of such consent will not constitute a default under any other agreement to which Landlord is a party or by which Landlord is bound. B. No assignment or subletting by Tenant shall be effective unless Tenant shall execute, have acknowledged and deliver to Landlord, and cause each subtenant or assignee to execute, have acknowledged and deliver to Landlord, an instrument in form and substance acceptable to Landlord in which (i) such subtenant or assignee adopts this Lease Agreement and assumes and agrees to perform jointly and severally with Tenant, all of the obligations of Tenant under this Lease Agreement, as to the space transferred to it, (ii) Tenant and such subtenant or assignee agree to provide to Landlord, (if not otherwise available) at their expense, direct access from a public corridor in the Building to the transferred space, (iii) such subtenant or assignee agrees to use and occupy the transferred space solely for the purpose specified in Section 3 and otherwise in strict accordance with this Lease Agreement and (iv) Tenant acknowledges and agrees that, notwithstanding such subletting or assignment, unless Landlord expressly releases Tenant from such liability in writing, Tenant remains directly and primarily liable for the performance of all the obligations of Tenant hereunder (including, without limitation, the obligation to pay rent), and Landlord shall be permitted to enforce this Lease Agreement against Tenant or such subtenant or assignee, or both, without prior demand upon or proceeding in any way against any other persons. No In the event of a sale of Tenant's business or practice, Landlord agrees to release Tenant if Landlord determines, in its sole reasonable discretion, that the purchaser of the business and practice is a credit risk at least as acceptable as Tenant. C. Any consent by Landlord to a particular assignment or sublease shall operate not constitute Landlord's consent 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, and any proposed sublease or assignment by any assignee or subtenant shall be subject to the provisions of this Section 12 as if it were a proposed sublease or assignment by Tenant. Tenant The prohibition against an assignment or sublease described in this Section 12 shall pay all fees be deemed to include a prohibition against Tenant's mortgaging or otherwise encumbering its leasehold estate, as well as against an assignment or sublease which may occur by operation of law, each of which shall be ineffective and expenses, including reasonable attorneys’ fees, incurred void and shall constitute an event of default under this Lease Agreement unless consented to by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is writing in fact grantedadvance.

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. 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, include the obligation of the subtenant or assignee to attorn to Landlord. "Transfer" includes a 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 or at the time of the merger, the transfer of fifty percent (50%) or more of the stock in a corporate tenant whose stock is not publicly traded, or transfer of fifty percent (50%) or more of the beneficial ownership interests in a partnership or limited liability company tenant. 17.2 Following any Transfer in accordance with this Section 17, Landlord may, after default by Tenant, collect rent from the Transferee or occupant and apply the net amount collected to the Rent, but no Transfer or collection will be void and deemed an acceptance of the Transferee or occupant as Tenant or release Tenant from its obligations. Consent to a Transfer shall constitute not relieve Tenant from obtaining Landlord's consent to any other Transfer. Notwithstanding Landlord's consent to a default Transfer, Tenant shall continue to be primarily liable for all Tenant's obligations under this the Lease. Consent If any proposed Transfer provides for the payment of rent by a Transferee in excess of the Rent owing to Landlord hereunder, Landlord and Tenant shall each be entitled to an assignment or sublease in one instance shall receive fifty percent (50%) of any such excess rent (net of leasing expenses) paid by the Transferee. 17.3 All documents utilized by Tenant to evidence a Transfer are subject to approval by Landlord, not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleaseunreasonably withheld. Tenant shall pay all fees and Landlord's expenses, including reasonable attorneys’ ' fees, incurred by of determining whether to consent and in reviewing and approving the documents. Tenant shall provide Landlord in connection with any such information as Landlord reasonably requests regarding a proposed subletting or assignmentsubtenant, irrespective of whether Landlord’s consent is in fact grantedincluding financial information.

Subletting and Assignment. Tenant Section 15.1 LESSEE shall not assign further mortgage, pledge or encumber this Lease. However, in whole or in part, or LESSEE shall have the right to sublet the Leased entirety or a portion of the Demised Premises or any portion thereof, or encumber 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 Landlordthe LESSOR, 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 withheld. No assignment Should the amount of rent or sublease the value of the consideration received by LESSEE in connection with such subletting, exceed the amount of rent required herein to be paid by LESSEE to LESSOR, then same shall operate be immediately paid to release Tenant the LESSOR as further additional rent upon LESSEE'S receipt thereof. Notwithstanding anything to the contrary herein contained, LESSEE'S right to sublet a portion of the Demised Premises is conditioned and limited to permit LESSEE to have no more than two sublessees at any one time. Section 15.2 LESSEE hereby assigns to LESSOR all rents due or to become due from any future permitted sublessee, but the effective date of such assignment shall be the date of the happening of an event of default under the provisions of this Lease. Thereupon, LESSOR shall apply any net amount collected by it from sublessees to the rent due under this Lease. No collection of rent by LESSOR from a sublessee shall constitute a waiver of the provisions of this Article or an acceptance of the sublessee as a lessee or release of LESSEE from performance by LESSEE of its obligations under this Lease. Each LESSEE will not, directly or indirectly, collect or accept any payment of subrent from any permitted sublessee under any sublease more than two (2) months in advance of the Leased Premises or date when the same shall become due. Section 15.3 LESSEE shall perform and observe each and every term and condition to be performed and observed by the sublessee under all future permitted subleases and shall and does hereby indemnify and agrees to hold LESSOR harmless from any portion thereof must contain a release and all liabilities, claims and causes of and waiver of claims against Landlord and action arising thereunder. Section 15.4 The LESSEE shall have, the other Releasees right to assign this Lease to an affiliate (as that term is presently defined by the securities laws of the United States) of the LESSEE without the written consent of the LESSOR, provided LESSEE simultaneously provides LESSOR with written notice of any such assignment and a copy of the instrument of assignment, but in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor event of Landlord and any such assignment LESSEE shall remain fully liable for performance of all the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with obligations imposed upon 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 LESSEE under this Lease. Consent by Landlord The LESSEE shall also have the limited right to assign this Lease and to have no further liability under the terms of this Lease, for payment or otherwise, provided LESSEE assigns this Lease to an affiliate (as presently defined by the securities laws of the United States) of the LESSEE with the written consent of the LESSOR, which consent will be granted if and only if such affiliate, at a time of any such proposed assignment has (i) a net worth equal to or sublease greater than the net worth of LESSEE at its fiscal year for the year ended March 31, 2000 and (ii) net worth, net sales and net earnings during the fiscal year immediately prior to such assignment in one instance shall not operate an amount equal to release or greater than the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees net sales and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any net earnings of the LESSEE during its fiscal year immediately prior to the proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant (a) Subtenant shall not assign assign, mortgage, pledge, encumber or in any manner transfer this Sublease or any part thereof nor sublet or suffer the Subleased Premises or any part thereof to be used by others, except as expressly permitted by this Sublease and the Lease. (b) If this Sublease is assigned in violation of the provisions of this Sublease, Sublandlord may and is hereby empowered to collect rent from the assignee. In such event, Sublandlord may apply the net amount received by it to the Fixed Rent, Additional Rent or any other payments herein reserved or provided for, and no such collection shall be deemed a waiver of the covenant herein against assignment, mortgage, pledge or encumbrance, or an acceptance of the assignee as a tenant or subtenant under this Sublease or a release of Subtenant from the further performance of its covenants herein. If the Subleased Premises or any part thereof is sublet or occupied by others in violation of the provisions of this Sublease, Sublandlord is hereby empowered to collect rent from the subtenant or other occupant, and to apply the same to the curing of any default hereunder in any order of priority Sublandlord may elect, any unexpended balance to be applied by Sublandlord against any rental or other obligations subsequently becoming due. The making of any assignment, mortgage, pledge, encumbrance or subletting in whole or in part, and whether or not in violation of the provisions of this Sublease, shall not operate to relieve Subtenant from its obligations under this Sublease and, notwithstanding any such assignment, mortgage, pledge, encumbrance or subletting, Subtenant shall remain liable for the payment of all Fixed Rent, Additional Rent and other charges and for the due performance of all the covenants, agreements, terms and provisions of this Sublease until the end of the Term. Each and every assignee, whether as assignee or as successor in interest of Subtenant or as assignee or successor in interest of any assignee, shall immediately be and become and remain liable jointly and severally with Subtenant and with each other for the payment of the Fixed Rent, Additional Rent and other charges payable under this Sublease and for the due performance of all the covenants, agreements terms and provisions of this Sublease on the part of Subtenant to be paid and performed until the end of the Term. (c) Any proposal by Subtenant to assign this Sublease or to further sublet the Leased Subleased 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 thereof shall be subject to the prior written consent of LandlordLandlord (in each case, which may be withheld in Landlord’s sole discretion during to 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 extent Landlord’s consent is required under the Lease) and Sublandlord. Subtenant shall reimburse Sublandlord for all expenses incurred in fact grantedconnection with a proposed assignment or subletting, including without limitation the fees and disbursements of Sublandlord’s attorneys, not to exceed $2,500.00.

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 transfer of Tenant's interest under this 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 violation form and substance satisfactory to Landlord in its sole discretion. 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. 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, conditioned or delayed; provided that it shall not be unreasonable to withhold its consent of such an assignment, Sublease or other transfer if, in Landlord’s reasonable opinion, such transferee or assignee, lacks the character or the quality and relevant experience necessary to satisfy the obligations of Tenant hereunder. 17.1.2 A sale, assignment, pledge, transfer, exchange or other disposition of any equitable interest in Tenant or any Person Controlling Tenant which results in a change or transfer of management or Control of Tenant, or a merger, consolidation or other combination of Tenant with another Entity which results in a change or transfer of management or Control of Tenant, shall be deemed an assignment hereunder and shall be subject to the terms hereof. No assignment Provided, however, and notwithstanding the foregoing or sublease shall operate any other term or provision in this Agreement to release the contrary, (A) transfers of interests in Tenant from and Affiliated Persons of Tenant to and among Affiliated Persons of Tenant and (B) transfers of interests in Guarantor or in any Entity that is an Affiliated Person of its obligations under this Lease. Each sublease Guarantor, provided that (i) Xxxx Xxxxxxxx, Xx., (ii) any member of the Leased Premises Immediate Family of Xxxx Xxxxxxxx, Xx., (iii) any Entity that is an Affiliated Person of Xxxx Xxxxxxxx, Xx. and/or any member of the Immediate Family of Xxxx Xxxxxxxx, Xx., (iv) the Xxxx Xxxxxxxx Xx. Control Trust, and/or (v) the Xxxxxxxx Foundation, or any portion thereof must contain a release combination thereof, retains, directly or indirectly, Control of Guarantor, shall not be deemed an assignment hereunder and waiver of claims against Landlord and shall not be subject to the other Releasees (as that term is defined terms hereof. 17.1.3 Notwithstanding any provision in this Lease)Agreement to the contrary, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor consent shall not be required for (i) any sale 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 an interest in Tenant, transfer, assignment or other conveyance by Tenant to an Affiliated Person of Tenant, Guarantor or Celebration Associates, LLC, (ii) any sale of an interest in Tenant, transfer, assignment or other conveyance of any direct or indirect equity interest in Tenant so long as Guarantor or Celebration Associates, LLC or an Affiliated Person of Celebration Associates, LLC continues to have Control over Tenant, or (iii) any Sublease transaction involving less than 500 square feet of space and every transfer under having a term of six (6) months or less (but such Sublease transactions still shall be subject to the relevant terms in Article 16). 17.1.4 If this Agreement is assigned or if the Leased Property, or any compulsory procedure part thereof, is sublet (or order occupied by any Person other than Tenant) in violation of court this Agreement, 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 Section 17.1.1, 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. 17.1.5 Except as set forth in Section 17.1.2, no subletting or assignment shall in any way impair the continuing primary liability of Tenant or Guarantor hereunder (unless Landlord and Tenant or Landlord and Guarantor expressly otherwise agree in writing that Tenant or Guarantor shall be released from all or certain obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to constitute an “assignment” within be a waiver of the meaning of this Lease. Any attempted assignment or sublease prohibition set forth in violation of this Section shall17.1. No assignment, 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 assignmentoccupancy shall affect any Permitted Use. 17.1.6 In addition to the foregoing, irrespective and notwithstanding anything herein to the contrary, Tenant may only assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement in conjunction with a transfer of whether LandlordTenant’s consent is interest in fact grantedthe Personal Property Lease.

Subletting and Assignment. A. Except as otherwise provided herein, Tenant shall not, without the prior written consent of Landlord which shall not unreasonably withheld, conditioned or delayed, assign this Lease or any interest thereunder, or sublet Premises or any part thereof, or permit the use of Premises by any party other than Tenant. In the event that during the term of this Lease, Tenant desires to assign this Lease or sublease all of the Premises (other than subleases or assignments permitted under Section 16.B) and requests consent by Landlord to a proposed assignee or subtenant, Landlord shall consider such replacement tenant and notify Tenant within twenty (20) days as to Landlord’s choice, at Landlord’s reasonable discretion, of the following: (a) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to 50% of any profit obtained by Tenant from such subletting or assignment; or (b) That this Lease shall be cancelled upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, and Tenant shall thereupon be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (c) That Landlord declines to consent to such sublease or assignment for any of the reasons set forth in whole or Section C of this Article; or (d) that Landlord elects to cancel the Lease and recapture the Premises. In such event Tenant shall surrender possession of the Premises on the date set forth in parta notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises but no sooner than 90 days. If Landlord shall cancel this Lease, Landlord may relet the Premises, or sublet the Leased applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant. B. Notwithstanding anything to the contrary contained in Article 16.A., above: Tenant shall be permitted, without necessity of Landlord’s consent, to assign this Lease or sublease the Premises or any portion thereofthereof to (1) any purchaser of all or substantially all of Tenant’s assets, or encumber (2) any entity in control of, under the leasehold control of, or in common control with, Tenant. C. Notwithstanding anything to the contrary contained in Article 16.A., above, Tenant’s transfer of its interest created pursuant to this Lease, other than as may be permitted pursuant to Article 16.B, shall be subject to the following express conditions, which conditions are agreed by this Lease in any manner Landlord and Tenant to be reasonable: (including a) That the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without proposed transferee shall be subject to the prior written consent of Landlord, which may be withheld in Landlord’s sole reasonable discretion but, without limiting the generality of the foregoing, it shall be reasonable for Landlord to deny such consent if: (i) The use to be made of the Premises by the proposed transferee is (1) not generally consistent with the character and nature of all other tenancies in the Building, or (2) a use which conflicts with any so-called “exclusive” then in favor of, or for any use which is the same as that stated in any percentage rent lease to, another tenant of the Building or any other buildings which are in the same complex as the Building, or (3) a use which would be prohibited by any other portion of this Lease (including, but not limited to, any rules and regulations then in effect); (ii) The financial net worth, cash flow and creditworthiness of the proposed transferee is not reasonably satisfactory to Landlord or in any event not at least equal to those which were possessed by Tenant as of the date of execution of this Lease; (iii) The proposed transferee is either a governmental agency or instrumentality thereof; or (iv) Either the proposed transferee or any person or entity which directly or indirectly controls, is controlled by or is under common control with the proposed transferee (A) occupies space in the Building at the time of the request for consent, or (B) is negotiating with Landlord or has negotiated with Landlord during the first twenty6-four full calendar months month period immediately preceding the date of the Termproposed transfer, to lease space in the Building; or (v) Landlord is otherwise reasonably dissatisfied with the identity of the proposed transferee, its history of operations (including prior relations with its creditors) or any other factor materially and adversely affecting the proposed transferee; or (vi) The proposed transferee does not have a good reputation or has a use for Premises and a number of employees that is not reasonably consistent with that of Tenant’s operation. (b) Whether or not Landlord consents to any such transfer, Tenant shall pay to Landlord the then-standard processing fee of Landlord and reasonable attorney fees incurred by Landlord in connection with the proposed transfer up to the aggregate sum of $1,500.00; (c) That the proposed transferee shall execute an agreement pursuant to which it shall agree to perform faithfully and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease applicable to that portion of the Premises so transferred; and (d) That an executed duplicate original of said assignment and assumption agreement or other transfer on a form reasonably approved by Landlord, shall be delivered to Landlord within 5 days after the execution thereof, and thereafter will that such transfer shall not be unreasonably withheldbinding upon Landlord until the delivery thereof to Landlord and the execution and delivery of Landlord’s consent thereto. No It shall be a condition to Landlord’s consent to any subleasing, assignment or sublease other transfer of part or all of Tenant’s interest in the Premises (hereinafter referred to as a “Transfer”) that (i) upon Landlord’s consent to any Transfer, Tenant shall operate pay and continue to release pay 50% of any “Transfer Premium” (defined below), received by Tenant from the transferee; (ii) any sublessee of its obligations part or all of Tenant’s interest in the Premises shall agree that in the event Landlord gives such sublessee notice that Tenant is in default under this Lease. Each , such sublessee shall thereafter make all sublease of or other payments directly to Landlord, which will be received by Landlord without any liability whether to honor the Leased Premises sublease or any portion thereof must contain a release of and waiver of claims otherwise (except to credit such payments against Landlord and the other Releasees (as that term is defined in sums due under this Lease), and any sublessee shall agree to attorn to Landlord or its successors and assigns at their request should this Lease be terminated for any reason, except that in form no event shall Landlord or its successors or assigns be obligated to accept such attornment; (iii) any such Transfer and content acceptable consent shall be effected on forms supplied by Landlord and/or its legal counsel; (iv) Landlord may require that Tenant not then be in default hereunder in any respect; and (v) Tenant or the proposed subtenant or assignee (collectively, “Transferee”) shall agree to pay Landlord, upon demand, as additional rent, a sum equal to the additional costs, if any, incurred by Landlord for maintenance and must require repair as a result of any change in the subtenant’s property insurer to issue in favor nature of Landlord and the occupancy caused by such subletting or assignment. “Transfer Premium” shall mean all rent, additional rent or other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried consideration payable by a Transferee in connection with a Transfer in excess of the Leased Premises Rent payable by Tenant under this Lease during the term of the Transfer and if such Transfer is less than all of the contents thereofPremises, the Transfer Premium shall be calculated on a rentable square foot basis. Every transfer “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by levy or sale on executiona Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to the Transferee and any payment in excess of fair market value for assets, fixtures, inventory, equipment, or other legal process, every transfer furniture transferred by Tenant to the Transferee 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 connection with such Transfer. In no event 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 consent by Landlord to an assignment or sublease in one instance shall not operate subletting be construed as relieving Tenant, any assignee, or sublessee from obtaining the express written consent of Landlord to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. subletting, or as releasing Tenant from any liability or obligation hereunder whether or not then accrued and Tenant shall pay all continue to be fully liable therefor. No collection or acceptance of Rent by Landlord from any person other than Tenant shall be deemed a waiver of any provision of this Article 16 or the acceptance of any assignee or subtenant hereunder, or a release of Tenant (or of any successor of Tenant or any subtenant). Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under this Article 16 or otherwise has breached or acted unreasonably under this Article 16, their sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages other than the recovery of attorneys’ fees and expensescosts as may allowed hereunder or under law, including reasonable attorneys’ feesand Tenant hereby waives all other remedies, incurred by Landlord in including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed Transferee. In connection with such remedies, Landlord agrees that irreparable harm would result from any proposed subletting or assignmentbreach of this Article 16 by Landlord, irrespective of whether Landlord’s consent is in fact grantedthat monetary damages would not suffice, and that, therefore, Tenant shall be entitled to injunctive relief.

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.

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. 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 may sublet all of the Premises, but not less than all, to one subtenant, for occupancy and use as permitted by this Lease, provided however, that Tenant shall first obtain the consent of Owner, which consent shall not be unreasonably withheld, conditioned or delayed. The consent by Owner to such subletting shall not in any way be considered to relieve Tenant from obtaining the express consent of Owner to any further subletting. If Tenant shall have a bona fide intention to sublet the Premises, as stated above, it shall first notify Owner of such fact and of the terms of Tenant's proposed subrental and other terms of subletting, and: (i) If Tenant intends to sublet the Premises, then and in such event Owner shall have the option, exercisable by notice within 30 days after the date of Tenant's notice to elect to cancel this Lease effective as of 6 months from the last day of the month in which Owner shall have given such notice. Upon any such cancellation of this Lease by Owner, Tenant shall have no further obligations to Owner with respect to this Lease except for obligations accrued up to the date of cancellation. (ii) If Owner shall not have elected to cancel as aforedescribed, and if within a period of 6 months from the date of Tenant's notice, Tenant has not requested Owner's consent to a specific subletting, then the provisions of this Article requiring Tenant to give notice to Owner of intended subletting, and any Owner's rights to elect, shall again prevail. (iii) If Owner shall not exercise the option to cancel this Lease Tenant may actively seek to obtain an appropriate subtenant and Tenant shall submit (x) the name and address of such proposed subtenant, (y) reasonably satisfactory information as to the nature and character of the business of the proposed subtenant and as to the proposed nature of its proposed use of the space, and (z) banking, financial and other information relating to the proposed subtenant reasonably sufficient to enable Owner to determine the financial responsibility and character of the proposed subtenant. (iv) In determining whether or not to consent to a proposed subletting, Owner may take into consideration all relevant factors surrounding the proposed sublease, including the following: 1. The business reputation of the proposed subtenant. 2. The nature of the business and the proposed use of the Premises by the proposed subtenant. 3. The financial condition of the proposed subtenant. 4. Restrictions contained in leases of other tenants of the Building (but said restrictions shall not prohibit the use specified in this Lease). (v) If such proposed subletting is effected by Tenant, Tenant shall pay to Owner a sum equal to 50% of (i) any rent or other considerations paid to Tenant by any subtenant less expenses of such subleasing (including but not limited to brokerage commissions and costs of improvements) in excess of the rent allocable to the subleased space which is then payable by Tenant to Owner pursuant to the terms hereof, and (ii) any other profit or gain realized by Tenant from any such subletting. All sums payable hereunder by Tenant shall be payable to Owner upon receipt thereof by Tenant. Notwithstanding the foregoing, at the option of the holder of any mortgage encumbering the Building, this Section shall be inapplicable during any period that such holder is Owner hereunder. (vi) Tenant shall not assign advertise its space for subletting at a rental rate lower than the greater of the then comparable rental rate for such space in the market where the Building is located or the rental rate under this Lease for such space. When Owner or an affiliate of Owner has other equivalent space in the Building available for leasing by Owner or an affiliate of Owner, Tenant shall not sublet all or any portion of the Premises to an occupant of any space in the Building, or to any party which has negotiated with Owner or an affiliate of Owner for any space during the 9 months immediately preceding Tenant's request for Owner's consent. (vii) Tenant may not exercise its rights under this Article prior to the Commencement Date. (viii) No sublease of the Premises shall be effective unless and until Tenant delivers to Owner duplicate originals of the instrument of sublease (containing the provisions required by Section (8)) and any accompanying documents. Any such sublease shall be subject and subordinate to this Lease. (ix) All subleases shall (i) be expressly subject to all of Tenant's obligations hereunder, (ii) provide that the sublease shall not be assigned, encumbered or otherwise transferred, that the premises thereunder shall not be further sublet by the sublessee, in whole or in part, or sublet and that the Leased Premises or sublease shall neither suffer nor permit any portion thereof, of the sublet premises to be used or encumber the leasehold interest created occupied 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) others without the prior written consent of LandlordOwner in each instance and (iii) contain substantially the following provision: (x) Tenant shall remain fully responsible and liable for all acts and omissions of any subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of Tenant hereunder and any such violation shall be deemed a violation by Tenant. Tenant shall pay Owner on demand any reasonable expenses incurred by Owner in acting upon any request for consent to subletting pursuant to this Article. (xi) Anything herein to the contrary notwithstanding, which no assignment of this Lease, whether accomplished by merger, consolidation or transfer of assets of Tenant or otherwise (including any transaction accomplished pursuant to the provisions of Section (i)), shall be valid or binding upon Owner unless the Tenant shall have obtained Owner’s prior consent and complied with the provisions of this Article and the assignee shall execute, acknowledge and deliver to Owner an agreement, in recordable form, whereby the assignee agrees unconditionally to be personally bound by and perform all the obligations of Tenant hereunder thereafter accruing and further expressly agrees that notwithstanding such assignment the provisions of this Article shall continue to be binding upon such assignee with respect to all future assignments, but the failure or refusal of the assignee to execute, acknowledge or deliver such an agreement shall not release the assignee from its liability for the obligation of Tenant hereunder assumed by acceptance of the assignment of this Lease. (xii) Whether or not Owner shall give its consent to any proposed sublease, Tenant shall indemnify, defend and save harmless Owner against and from any and all liabilities, obligations, damages, penalties, claims, costs, charges and expenses (including reasonable attorney's fees) resulting from any claims that may be withheld in Landlord’s sole discretion during made against Owner by the first twenty-four full calendar months of the Termproposed sublessee, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from by any of its obligations under this Lease. Each sublease of the Leased Premises brokers or any portion thereof must contain other persons claiming 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 commission or similar compensation in connection with the Leased Premises and the contents thereof. Every transfer by levy proposed 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. final sublease. (xiii) Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, Lease shall be null and 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 of no force 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 grantedeffect.

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. (a) Notwithstanding the provisions of Article 16 of the Initial Lease (as defined on Exhibit "A"), Sublessee may, without the consent of Sublessor, freely assign this Sublease or sublet the Subleased Premises in whole or in part, separately or in combinations, to such persons or entities, at such rentals and on such terms and conditions as Sublessee shall determine for any period or periods of time provided the term of any such subletting does not extend beyond the Sublease Expiration Date. No such subletting or assignment shall relieve Sublessee from its obligations hereunder. (i) With respect to any further subletting by Sublessee of all or any portion of the Subleased Premises (hereinafter collectively called "Occupancy Leases" and individually an "Occupancy Lease"), Sublessor agrees that, within five (5) days after written request of Sublessee for a non-disturbance and attornment agreement accompanied by a copy of the Occupancy Lease for which such agreement is requested, Sublessor will enter into non-disturbance and attornment agreements with Sub-sublessees (hereinafter called "Occupancy Tenants") provided that the pro-rata fixed rent and additional rent payable under such Occupancy Lease is not less than the fixed rent and additional rent payable under this Sublease. (ii) Any such non-disturbance and attornment agreement shall provide substantially as follows: (A) So long as no default exists, nor any event has occurred, which has continued to exist for such period of time (after notice, if any, required by said Occupancy Lease) as would entitle the landlord under said Occupancy Lease to terminate said Occupancy Lease, or would cause the termination of said Occupancy Lease without any further action of said landlord, or would entitle said landlord to dispossess said Occupancy Tenant, said Occupancy Tenant shall not assign be joined as a party defendant in any action or proceeding which may be instituted or taken by Sublessor for the purpose of terminating this Sublease by reason of a default hereunder, nor shall said Occupancy Tenant be evicted from the premises demised under said Occupancy Lease, nor shall said Occupancy Tenant's leasehold estate under said Occupancy Lease be terminated or disturbed, nor shall any of said Occupancy Tenant's rights under said Occupancy Lease be affected in any way by reason of any default under this Sublease, or any disaffirmance or termination of this Sublease, provided, however, that Sublessor shall not (i) be liable for any act or omission of any prior landlord under said Occupancy Lease, or (ii) be subject to any offsets or defenses which said Occupancy Tenant may have against any prior landlord under said Occupancy Lease, or (iii) be bound by any rent or additional rent which said Occupancy Tenant may have paid in advance for more than one month to any prior landlord under said Occupancy Lease, or (iv) be bound by any amendment or modification of said Occupancy Lease made without Sublessor's prior written consent which consent Sublessor agrees not to unreasonably withhold or delay; and (B) In the event of the termination or expiration of this Sublease for any reason, said Occupancy Tenant shall be bound to Sublessor under all of the terms, covenants and conditions of said Occupancy Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be affected in accordance with any option therefor in said Occupancy Lease, with the same force and effect as if Sublessor were the landlord under said Occupancy Lease, said attomment to be effective and self-operative without the execution of any further instruments upon the termination or expiration of this Sublease; and said Occupancy Tenant shall promptly execute and deliver any instrument Sublessor shall reasonably request to evidence such attornment; and (C) Said Occupancy Lease is, and shall at all times, continue to be subject and subordinate, in each and every respect, to all rights, title and interest of Sublessor under this Sublease. (c) Sublessee and any assignee or further subtenant of Sublessee shall be permitted to make alterations, decorations and installations in the Subleased Premises or any part thereof in accordance with the applicable provisions of the Lease and any such alterations, decorations and installations in such space therein made by Subleseee and/or any such assignee or subtenant may be removed, in whole or in part, by Sublessee or sublet by such assignee or subtenant, at its option, prior to or upon the Leased Premises expiration or other termination of such further sublease or this Sublease, provided that Sublessee or such assignee or subtenant, at its expense, shall repair any damage and injury to such space so caused by such removal. If Sublessee or any portion thereof, assignee or encumber the leasehold interest created by this Lease subtenant of Sublessee contemplates making an "Alteration" (as defined 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 Article 6 of the Initial Lease) as would require Landlord's approval under the Lease, Sublessor's approval shall not be required. (d) Upon the expiration or sooner termination of the Sublease Term, and thereafter Sublessor will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of accept the Sublet Premises in 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 grantedthen existing condition.

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. A. 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. B. In the event that during the Term, Tenant desires to 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, including (i) an executed copy of the assignment or sublease agreement and any agreements ancillary thereto, (ii) current financial statements of the assignee or subtenant covering the preceding three (3) years, and (iii) a statement detailing all consideration to be given on account of the assignment or sublease as well as the proposed assignment or sublease agreement, and such other information as Landlord shall reasonably require. Landlord shall not unreasonably withhold its consent to any proposed assignment or subletting. Landlord shall notify Tenant within ten (10) Business Days of Landlord’s receipt of Tenant’s notice, the above information and any other information as Landlord shall reasonably require and request of Tenant within ten (10) Business Days after receipt of Tenant’s notice, as to which of the following actions Landlord elects to take: (1) Landlord consents to the proposed assignment or subleasing, subject to execution of Landlord’s reasonable consent form by Tenant and the proposed assignee or subtenant; (2) Landlord declines to consent to such assignment or subletting, and stating the reasonable reasons for Landlord’s decision, such as, without limitation, insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant’s reputation, financial strength and/or proposed use of and operations upon the Premises; or (3) Landlord, (i) in the event of an assignment of this Lease, elects to terminate this Lease effective as of the date such assignment would have become effective (and such termination date shall become the Expiration Date for purposes of this Lease), or (ii) in the event of a sublease, to terminate this Lease as it pertains to the portion of the Premises so proposed by Tenant to be sublet effective as of the date such sublease would have become effective (and such termination date shall become the Expiration Date for purposes of this Lease with respect to such portion of the Premises). By way of example and without limitation, the failure to satisfy any of the following conditions or standards shall be deemed to constitute reasonable grounds for Landlord to refuse to grant its consent to a proposed assignment or subletting (“Transfer”): (i) The proposed assignee or sublessee (“Transferee”) must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant to be kept and performed as they apply to the transferred space. (ii) The proposed Transferee must satisfy Landlord’s then-current credit and other standards for tenants of the Building and, in Landlord’s reasonable opinion, have the financial strength and stability to perform all of the obligations of the Tenant under this Lease (as they apply to the transferred space) as and when they fall due, taking into account for purposes of the foregoing that Tenant shall not be released or discharged from any liability under this Lease following such Transfer. (iii) The proposed Transferee must be reasonably satisfactory to Landlord as to character and professional standing. (iv) The proposed use of the Premises by the proposed Transferee must be, in Landlord’s reasonable opinion: (a) lawful; (b) in compliance with Article 6 of this Lease; (c) unlikely to cause an increase in insurance premiums for insurance policies applicable to the Building; (d) a use not requiring any new tenant improvements that Landlord would be entitled to disapprove pursuant to Article 5 hereof; (e) unlikely to cause any material increase in services to be provided to the Premises; (f) unlikely to create any materially increased burden in the operation of the Building, or in the operation of any of its facilities or equipment; (g) unlikely to impair the dignity, reputation or character of the Building; and (h) in the case of any Building not then configured for multi-tenant occupancy, not require the Building to be reconfigured as a multi-tenant Building and not require creation of any new Common Areas or multi-tenant corridors in the Building. (v) At the time of the proposed Transfer, a default (as defined in Article 19 below) shall not have occurred and be continuing, and no event may have occurred that with notice, the passage of time, or both, would become a default. (vi) The proposed Transferee shall not be a governmental entity or hold any exemption from the payment of ad valorem or other taxes that would prohibit Landlord from collecting from such Transferee any amounts otherwise payable under this Lease. Consent by Landlord to an assignment or sublease in one instance . (vii) The proposed Transferee shall not operate to release be a then present tenant or affiliate or subsidiary of a then present tenant in the requirement that consent from Building unless there is no other suitable space available in the Building. (viii) Landlord shall not be obtained negotiating with, and shall not have at any time within the past ninety (90) days negotiated with, the proposed Transferee or any affiliate or subsidiary thereof for any further space in the Project, unless there is no other suitable space available in the Project. For purposes of this subjection (viii), “negotiations” shall mean the exchange of draft letters of intent or subsequent assignment or sublease. Tenant shall pay all fees a proposal 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 grantedcounter-proposal.

Subletting and Assignment. A. Tenant shall not assign this Lease or any interest therein, or sublet all or any part of the Premises, or suffer or permit the Premises or any part thereof to be occupied by others, by operation of law or otherwise, without the prior written consent of Landlord in each instance, which consent, as to any subletting of less than twenty-five percent (25%) of the Premises, will not be unreasonably withheld provided that: (i) Tenant has complied with the provision of subparagraph D below; (ii) the proposed subtenant or assignee is engaged in a business and the Premises will be used in a manner which is in keeping with the Landlord’s standards of the Building; (iii) the proposed subtenant or assignee is a reputable party of reasonable financial worth in light of the responsibilities involved and Tenant shall have provided Landlord with reasonable proof thereof; and, (iv) Tenant is not in default of its obligations under this Lease at the time it makes its request for such consent. B. If this Lease or any interest herein is assigned, or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, with or without the consent of Landlord having first been obtained, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Base Rent and other sums due hereunder, but no collection shall be deemed a waiver of the provisions of this paragraph, or the acceptance of the assignee, subtenant or occupants as the tenant hereof, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant contained in this Lease. The consent by Landlord to an assignment, subletting or occupancy arrangement shall not relieve Tenant from primary liability hereunder or from the obligation to obtain the express consent in writing of Landlord to any further assignment, subletting or occupancy arrangement. Landlord’s consent to any requested sublease or assignment shall not waive Landlord’s right to refuse to consent to any other such request. If Tenant collects any rental or other amounts from a subtenant or assignee in excess of the Base Rent and Tenant’s Pro Rata Share of increases in Operating Expenses, Tenant shall pay the Landlord 50% of all such excess amounts as and when received by Tenant. C. Notwithstanding anything contained hereinabove in this Paragraph 13 to the contrary, in the event Tenant requests Landlord’s consent to sublet twenty-five percent (25%) or more of the Premises or to assign twenty-five percent (25%) or more of its interest in this Lease, Landlord shall have the right to: consent or refuse to consent to such sublease or Assignment in its sole discretion. D. Tenant hereby agrees that in the event it desires to sublease all or any portion of the Premises or assign this Lease to any party in whole or in part, (herein “Assignment”), Tenant shall notify Landlord not less than ninety (90) days prior to the date Tenant desires to sublease such portion of the Premises or assign this Lease (“Tenant’s Notice”). Tenant’s Notice shall set forth the description of the portion of the Premises to be so sublet or assigned and the terms and conditions on which Tenant desires to 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 assign this Lease. Each sublease Landlord shall have sixty (60) days following receipt of Tenant’s Notice within which to exercise Landlord’s rights pursuant to subparagraph C above and to notify Tenant of its election (“Landlord’s Notice”). If Landlord consents to the proposed subletting or assignment, Tenant shall be free to sublet the portion of the Leased Premises in question or assign the applicable portion of its interest in this Lease to the party identified in and on terms substantially identical to those described in Tenant’s Notice, subject to Landlord’s consent as set forth in subparagraph A above. If Tenant is unable to sublet said portion of the Premises or any assign the applicable portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined its interest in this Lease), in form Lease on such terms and content acceptable conditions within one hundred twenty (120) days following its Tenant’s Notice to Landlord, Tenant right to proceed with subletting or assignment of the affected portion of the Premises shall terminate. E. Tenant covenants and must require the subtenant’s property insurer to issue in favor agrees that Tenant shall not, and shall not allow any subtenant 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 executionTenant to, enter into any sublease; license, concession or other legal processagreement of use, every transfer occupancy or utilization of space in bankruptcythe Premises, every transfer by mergerwhich provides for a rental or other payment for such use, consolidationoccupancy or utilization based in whole or in part on the income (other than gross income or gross receipts to be determined in a manner satisfactory to counsel for Landlord) or profits of any sublessee, licensee, concessionaire or by operation of Law, every transfer of a controlling interest in Tenantother user or occupant, and every transfer under any compulsory procedure or order further agrees that a breach of court this covenant and agreement shall be deemed to constitute an “assignment” within the meaning a material breach of this Lease. Any attempted assignment or sublease The provisions for any such rental in violation of this Section shallparagraph shall be void at its inception and Tenant agrees that rent under the offending lease, sublease, license, concession or agreement shall be calculated at an amount equal to the fair rental value thereof. F. A sale by Tenant of all or substantially all of its assets or all or substantially all of its stock if Tenant is a publicly traded corporation, a merger of Tenant with another corporation, the transfer of fifty-one percent (51%) or more of the stock in a corporate tenant whose stock is not publicly traded, or transfer of twenty-five percent (25%) or more of the beneficial ownership interests in a tenant which is a partnership shall constitute an assignment under this Lease subject to Landlord’s option, consent. Landlord shall not unreasonably withhold its consent to any such transaction provided that the resulting Tenant has financial capacity substantially equivalent to Tenant’s financial capacity at such time. G. All documents utilized by Tenant to evidence any subletting or assignment to which Landlord has consented shall be void and shall constitute a default under this Lease. Consent subject to prior approval 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 subleaseits counsel. Tenant shall pay all fees on demand the $1,000.00 toward Landlord’s costs and expenses, including reasonable attorneys’ feesfees in determining whether or not to consent to any requested sublease or Assignment and in reviewing and approving such documentation. H. Regardless of any Landlord consent, incurred except as expressly agreed in writing by the Landlord, no subletting or assignment shall release Tenant of Tenant’s obligations to pay Base Rent, Additional Rent or perform any of Tenant’s obligations under this Lease. Landlord’s acceptance of rent payments from any person or entity other than Tenant shall not be deemed a waiver by Landlord in connection with of any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedits rights under this Lease.

Subletting and Assignment. Tenant shall not (a) 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 Lessee shall guarantee performance of the obligations of such assignee under this Lease by a guaranty in form and substance reasonably acceptable to Lessor and the Required Participants. (b) Lessee may, without the consent of Lessor, sublease the Property or portion thereof to any Person, provided, that such sublease (i) shall not materially and adversely affect any of Lessor's interests, rights or remedies under the Lease or Lessor's title to the Property, (ii) shall be made subject to and subordinated to this Lease and to the rights of 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 and shall expressly provide for termination at or prior to the earlier of the applicable Expiration Date or other date of termination of this Lease, (iii) shall be assigned to Lessor as collateral for Lessee's obligations under this Lease and the other Operative Documents, and (iv) shall not permit the Property, or sublet portion thereof, to be used for any purpose other than for administration, manufacturing, design research and development and warehouse facilities which are not more burdensome than Lessee's use. (c) Except as provided in Section 25.1(b), Lessee shall not sublease the Leased Premises Property or any portion thereof, or encumber the leasehold interest created by this Lease in thereof to any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) Person without the prior written consent of LandlordLessor, 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 so long as no Lease Event of Default has occurred and is continuing. No assignment or sublease shall operate Further, so long as no Lease Event of Default has occurred and is continuing, within twenty (20) Business Days after Lessee delivers to release Tenant from any Lessor notice of its obligations under this Lease. Each sublease a proposed sublease, including a copy of the Leased Premises proposed sublease agreement, Lessor shall either consent to such sublease on the terms specified in such sublease agreement or any portion thereof must contain a release give notice to Lessee of the reasons for withholding its consent. If Lessor does consent or if Lessor's consent is not required, and waiver of claims against Landlord it is requested by Lessee or Lessor, as the case may be, then Lessor, Lessee 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 applicable sublessee shall, at Landlord’s optionLessee's expense, be void execute and deliver a subordination, nondisturbance and attornment agreement with respect to any such sublease extending beyond the Expiration Date or other date of termination of this Lease in form reasonably satisfactory to Lessor, Lessee and the sublessee. (d) No assignment, sublease or other relinquishment of possession of the Property shall constitute a default in any way discharge or diminish any of Lessee Obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease. Consent by Landlord Lease as to an assignment the Property, or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further portion thereof, so assigned 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 grantedsublet.

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. 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. 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 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 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. 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 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 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 manner 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. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay to Landlord a One Thousand and 00/100 Dollar ($1,000.00) processing fee as well as expenses (including the creation of reasonable attorneys' fees) incurred by Landlord in connection with Tenant's request for Landlord to give its consent to any security interest in assignment, subletting, occupancy or other pledge of mortgage, whether or lien upon the Leased Personal Property) without not Landlord consents thereto. 13.2. A corporate Tenant may, with 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 , conditioned or delayed, assign this Lease to its parent or subsidiary, provided the same assignee assumes, in full, the obligations of Tenant under this Lease, and such assignment or sublease shall operate to release not relieve Tenant from any of its obligations hereunder. 13.3. If at any time Tenant intends to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give written notice to Landlord ("Sublease Proposal Notice") of the area proposed to be assigned or sublet (the "Proposed Sublet Space") and the term for which Tenant desires to sublet the Proposed Sublet Space, the name of the proposed subtenant or assignee and such other information as Landlord shall reasonably request. 13.4. After receipt of Tenant's Sublease Proposal Notice, Landlord shall also have the right, in its sole and absolute discretion, in addition to Landlord's rights in Section 13.1, to elect: (a) to consent to the proposed sublease or assignment, (b) to reject the proposed sublease or assignment, (c) to sublease the Proposed Sublet Space from Tenant for the term for which Tenant has proposed to sublet such space, or (d) to terminate this Lease with respect to the Proposed Sublet Space. Landlord shall exercise such right by sending Tenant written notice within fifteen (15) days after Landlord's receipt of the Sublease Proposal Notice. If Landlord elects to sublease the Proposed Sublet Space from Tenant, such sublease shall be at the same Basic Annual Rent and additional rent as Tenant is obligated to pay for such space under this Lease. Each sublease of Lease and otherwise upon the Leased Premises or any portion thereof must contain a release of same terms and waiver of claims against Landlord and the other Releasees (conditions as that term is defined are contained in this Lease), except that Landlord shall be entitled to sub-sublet the Proposed Sublet Space without Tenant's consent and without paying to Tenant any amount in form excess of the rent and content acceptable other charges payable to Tenant pursuant to its sublease with Landlord. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (1) Tenant shall tender the Proposed Sublet Space to Landlord on a date specified in Landlord's notice (which date shall not be more than sixty (60) days after the date of such notice) as if such specified date had been originally set forth in this Lease as the Expiration Date of the Lease Term with respect to the Proposed Sublet Space, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements (2) as to all policies portions of property insurance carried the Premises other than the Proposed Sublet Space, this Lease shall remain in connection with full force and effect except that 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 Basic Annual Rent payable pursuant to ARTICLE III 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 subleasereduced pro rata. Tenant shall pay all fees expenses of construction required to permit the operation of the Proposed Sublet Space separate from the balance of the Premises. If the Proposed Sublet Space constitutes the entire Premises and expensesLandlord elects to terminate this Lease, then (1) Tenant shall tender the Premises to Landlord on a date specified in Landlord's notice (which date shall not be more than sixty (60) days after the date of such notice), and (2) the Lease Term shall terminate on such specified date. Notwithstanding anything to the contrary in the foregoing provisions of this Section 13.4, Landlord shall not have the right to sublease the Proposed Sublet Space or to terminate this Lease with respect to the Proposed Sublet Space in the event Tenant proposes to assign this Lease to a corporation or other business entity into or with which Tenant shall be merged or consolidated, or to which substantially all of the assets of Tenant may be transferred, provided that such successor entity has assumed in writing all of the obligations and liabilities of Tenant under this Lease. 13.5. In the event Landlord does not exercise its rights to sublet the Proposed Sublet Space from Tenant or to terminate this Lease with respect thereto, Tenant shall be entitled to seek Landlord's consent to an acceptable assignee or subtenant for the Proposed Sublet Space, for a sublease term no longer than that set forth in the Sublease Proposal Notice, such consent not to be unreasonably withheld, conditioned or delayed. Such consent or permission pursuant to Section 13.1 may be withheld if (a) the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Building, (b) Tenant is in Event of Default under this Lease, (c) the Proposed Sublet Space is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes, (d) in the reasonable judgment of Landlord, the assignee or sublessee does not have the financial capacity or experience to undertake the obligations of this Lease or the sublease, or (e) such a sublease or assignment would violate any term or condition of any covenant or agreement of Landlord involving the Building, or any other tenant lease within the Building. In the event such assignment or sublease for the assignee or subtenant designated in Tenant's Sublease Proposal Notice (which assignment/sublease and assignee/subtenant are acceptable to and approved by Landlord) has not been executed by Tenant and submitted to Landlord within one hundred fifty (150) days from the date of Tenant's Sublease Proposal Notice, Tenant shall not be entitled to enter into such assignment or sublease without first submitting a new Sublease Proposal Notice to Landlord and affording Landlord an opportunity to exercise its rights as set forth in Section 13.4, including its subletting or termination rights. 13.6. If any sublease, assignment or other transfer (whether by operation of law or otherwise and whether consented to or not) provides that the subtenant, assignee or other transferee is to pay any amount in excess of the rent and other charges due under this Lease (except rent or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the Premises by Tenant for the subtenant or assignee, and other reasonable attorneys’ fees, incurred by Landlord in connection with any proposed expenses incident to the subletting or assignment, irrespective of including standard leasing commissions), then whether Landlord’s consent such excess is in fact grantedthe form of an increased monthly or annual rent, a lump sum payment, payment for the sale, transfer or lease of Tenant's fixtures, leasehold improvements, furniture and other personal property, or any other form (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), then Tenant shall pay to Landlord fifty percent (50%) of any such excess as additional rent upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant's receipt thereof. Tenant expressly waives any right that it might have to retain such fifty percent (50%) of the excess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant's books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be effected on a form approved by Landlord. 13.7. Any sublease or assignment shall require Tenant and Subleasee/Assignee to execute Landlord's standard Consent to Sublease or Consent to Assignment document.

Subletting and Assignment. Tenant shall not assign this Leaseenter into any Occupancy Arrangement, in whole either voluntarily 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 Landlord, 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 withheld. No 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 Xxxxxx 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 whom Xxxxxx intends to enter into such Arrangement, the exact terms of the Occupancy 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, (ii) terminate this Lease with respect to so much of the Premises as is intended to be subject thereto, or (iii) deny consent to such Occupancy Arrangement. The Landlord shall not be deemed to be unreasonable in denying its consent to any proposed assignment or sublease shall operate to release subletting by the Tenant from based on any of the following factors, without limitation: (a) The business of the proposed tenant is not consistent with the image and character which the Landlord desires to promote for the Building; (b) The proposed assignment or subletting could adversely affect the ability of the Landlord and its obligations under affiliates to lease space in the Building or elsewhere in the Park (if applicable), including leasing space to any proposed assignee or subtenant; and (c) The credit worthiness of the proposed tenant is unsatisfactory to the Landlord, as the Landlord may determine in its reasonable discretion. 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 the terms of this Section and (ii) remain liable for the payment and performance of the terms and covenants of this Lease. Each sublease If Xxxxxx enters into such an Occupancy Arrangement, Tenant shall pay to Landlord when received the excess, if any, of amounts received in respect of such Occupancy Arrangement over the Rent. For the purpose of the Leased Premises or any portion thereof must contain a release preceding sentence, amounts received by Tenant in respect 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 such Occupancy Arrangement shall be deemed to constitute an “assignment” within include (a) any costs assumed or paid by the meaning subtenant thereunder (such as brokerage commissions, tenant improvements and other expenses) which normally are paid by landlords or sub-landlords in comparable transactions and (b) any sums paid for the sale, rental or use of any of Tenant's personal property (in case of a sale only, reduced by Tenant's depreciated basis thereof for federal income tax purposes). If Landlord terminates this LeaseLease pursuant to this Section, 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 the condition specified in Section 7.04 hereof. If Tenant's stock is not publically held, the provisions of this Section shall13.01 shall apply to a transfer (by one or more transfers) of a majority of the stock or other ownership interests of Tenant as if Xxxxxx had entered into an Occupancy Arrangement. 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 Tenant's assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (i) the successor to Tenant has a tangible net worth computed in accordance with generally accounting principles at least equal to the tangible net worth of Tenant immediately prior to such merger, consolidation or transfer, (ii) proof satisfactory to Landlord of such tangible net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction, and (iii) the assignee agrees directly with Landlord’s option, by written instrument in form satisfactory to Landlord, to be void and bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment or subletting. Notwithstanding the foregoing, Tenant shall constitute a default under this Lease. Consent by Landlord have the right to assign or sublet to an assignment acquirer of its stock or sublease in one instance all or substantially all of its assets with at least the same tangible net worth or greater without limitation. Transfer among its existing shareholders and issuances of additional securities also shall not operate to release the requirement that consent be excluded 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 grantedtransfer provisions.

Subletting and Assignment. 44.1 In Section 4.1, in the twenty-fourth line, after 'Lease' insert ", beyond any applicable cure period,". 44.2 Provided Tenant is not then in monetary default of any of the terms or conditions of this Lease, beyond applicable cure periods, then notwithstanding anything to the contrary in the first sentence of Section 4.1, Tenant shall not be required to obtain Landlord's consent to assign this LeaseLease or sublet all or any part of the Demised Premises to any parent, in whole subsidiary or in partaffiliated company, or sublet any company that results from a merger or consolidation with Tenant or to any entity that acquires all of Tenant's assets as a going concern of the Leased Premises or any portion thereofbusiness of Tenant, or encumber as long as the leasehold interest created by this Lease in any manner (including assignee/sublessee is a bona fide entity and assumes the creation obligations of Tenant, but Tenant immediately shall furnish Landlord with written notice and a fully-executed copy of any security interest in such assignment or other pledge sublease agreement, together with a floor plan of the sublet area. Any such assignment or lien upon subletting shall be subject to the Leased Personal Property) without remaining provisions of Sections 4.1, 4.3, 4.4, 4.6 and 4.7. 44.3 Provided Tenant first obtains the prior written consent of Landlord, which may be withheld the Landlord to such sublease or assignment as required by Section 4 and further provided that Tenant is not in Landlord’s sole discretion during default beyond the first twenty-four full calendar months applicable cure period of any of the Termterms or conditions of this Lease on the date each rent payment is due pursuant to such sublease or assignment, then notwithstanding Section 4.3, only Fifty Percent (50%) of any rent and thereafter will not be unreasonably withheld. No other consideration accruing to Tenant as a result of each such sublease or assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease which is in excess of the Leased pro rated portion of Base Annual Rent and Additional Rent then being paid by Tenant for the Demised Premises or any portion thereof must contain a release being sublet pursuant to said sublease or assignment shall be paid by Tenant to Landlord monthly as Additional Rent. Tenant shall be permitted to deduct the reasonable advertising costs, reasonable brokerage commissions and reasonable remodeling costs in calculating Landlord's share of the net excess rent and waiver other consideration to be paid to Landlord pursuant to this Section. Tenant shall provide documentation of claims against such expenses to Landlord at the time Tenant requests Landlord's giving consent to the subletting or assignment. 44.4 In Section 4.2, in the third and fourth lines, delete 'ninety (90)' and substitute "thirty (30)"; and in both the other Releasees (as that term is defined in this Leasesixth and seventh lines, after 'Premises' insert "for the remaining Lease Term only". 44.5 In Section 4.5(a), in form the first line, after 'transferee', insert ",in those instances in which Landlord's recapture rights may be applicable pursuant to Section 4.2,"; and content acceptable in the third line, before 'request' insert "reasonably". 44.6 In Section 4.5(b), in the first line, after 'transferee', insert ",in those instances in which Landlord's recapture rights may be applicable pursuant to LandlordSection 4.2,". 44.7 Section 4.5(g) is deleted entirely. 44.8 In Section 4.5(h), and must require after 'default,' insert "beyond any applicable cure period,". 44.9 In Section 4.7, in 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 executionfirst line, 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 after 'Lease,' insert "beyond 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 grantedapplicable cure period,".

Subletting and Assignment. Tenant (a) Except for subleases to concessionaires made in the ordinary course of operating the Project, Lessee shall not sell, assign this Lease, in whole or in part, or sublet the Leased Premises transfer all or any portion thereof, of its leasehold estate or encumber the leasehold interest created by this Lease in sublet all or any manner (including the creation portion of any security interest in or other pledge of or lien upon the Leased Personal Property) , nor license the use of the Marks, without first obtaining the prior written consent of LandlordLessor. In the event of an assignment or subletting by Lessee which is approved by Lessor, which may Lessee shall nevertheless remain fully liable for the due performance of all obligations on Lessee's part to be withheld performed under this Lease. No permitted assignment, sale or transfer shall be effective until there shall have been delivered to Lessor an undertaking in Landlord’s sole discretion during recordable form, executed by the first twenty-four full calendar months proposed assignee or sublessee, wherein such assignee or sublessee assumes the due performance of all obligations on Lessee's part to be performed under this Lease. (b) Lessee, as the debtor in possession, or the trustee for Lessee (collectively the "Trustee") in any proceeding under Title 11 of the TermUnited States Bankruptcy Code relating to Bankruptcy, as amended (the "Bankruptcy Code"), shall not have the right to assign this Lease or sublet the Leased Property to an assignee or sublessee that (i) is a competitor of Lessor or (ii) is not a capable, reliable, qualified Person of good reputation and thereafter will not be unreasonably withheld. No assignment or sublease shall operate character with the financial capacity to release Tenant from any of its satisfy Lessee's obligations under this Lease. Each sublease of The Trustee shall not have the right to assign this Lease or sublet the Leased Premises or any portion thereof must contain Property to a release of and waiver of claims against Landlord and the other Releasees (as real estate investment trust 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 executionis, or other legal processintends to be, every transfer in bankruptcy, every transfer by merger, consolidation, publicly traded. (c) The Trustee shall have the right to assume Lessee's rights and obligations under this Lease only if the Trustee: (a) promptly cures or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under provides adequate assurance that the Trustee will promptly cure 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 ; (b) compensates 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.provides adequate

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 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 list the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, nor assign this Lease or any interest thereunder, or sublet Premises or any part thereof, or permit the use of Premises by any party other than Tenant. In the event that during the term of this Lease, Tenant desires to sublease and introduces Landlord to a proposed replacement tenant for Tenant, which replacement tenant has a good reputation, is of financial strength at least equal to that of Tenant (as determined by Landlord in its sole discretion) and has a use for Premises and a number of employees reasonably consistent with that of Tenant's operation, the Landlord may consider such replacement tenant and notify Tenant with reasonable promptness as to Landlord's choice, at Landlord's sole discretion, of the following: (1) That Landlord consents to a subleasing of the Premises or assignment of the lease to such replacement tenant provided that Tenant shall operate to release Tenant from any remain fully liable for all of its obligations and liabilities under this LeaseLease and provided further that Landlord shall be entitled to any profit obtained by Tenant from such subletting or assignment; or; (2) That upon such replacement tenant's entering into a mutually satisfactory new Lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant's obligations); or (3) That Landlord declines to consent to such sublease or assignment due to insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant's reputation, financial strength and proposed use of and operations upon Premises; or (4) That Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. Each sublease In either such event Tenant shall surrender possession of the Leased Premises Premises, or any the portion thereof must contain which is the subject of Tenant's request on the date set forth in a release notice from Landlord in accordance with the provisions of and waiver this lease relating to the surrender of claims against Landlord and the other Releasees Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as that term is defined in computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), in form and content acceptable without any liability to LandlordTenant. In no case may Tenant assign any options to sublessee(s) or assignee(s) hereunder, and must require the subtenant’s property insurer all such options being deemed personal 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 only. Consent by Landlord to an assignment hereunder shall in no way operate as a waiver by Landlord of, or sublease in one instance shall not operate to release the requirement that or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord's consent from Landlord be obtained for to 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, transfer, use or occupancy.

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. 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) Except as provided in Sections 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 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, 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 the Leased Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting. (b) Notwithstanding any provision in this Lease to the contrary, Landlord’s consent shall not be required for (i) any sale, transfer, assignment or other conveyance by Tenant to a controlling Subsidiary of Tenant or to another Entity in which Crow Parties own a Controlling Interest or (ii) any sale, transfer, assignment or other conveyance of any direct or indirect equity interest in Tenant so long as Crow Parties continue to own a Controlling Interest in the Tenant. Tenant shall deliver notice of any such proposed transfer to Landlord at least thirty (30) days prior to any such transfer and shall, within five (5) days following any request by Landlord, provide Landlord such information as may be reasonably necessary or appropriate in order for Landlord to determine if such proposed transfer is consistent with the above provisions. (c) If this Lease is assigned or if the Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant) in violation 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 then due and payable by Tenant, 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 Lease. Except as set forth in Section 16.1(b), no subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and every transfer under Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any compulsory procedure subletting or order of court assignment in a particular instance shall be deemed to constitute an “assignment” within be a waiver of the meaning of this Lease. Any attempted assignment or sublease prohibition set forth in violation of this Section shall16.1. No assignment, 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 grantedoccupancy shall affect any Permitted Use.

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. (a) Tenant shall not mortgage, pledge, encumber, sell or assign this Lease, Lease in whole or in part, part or sublease or sublet the Leased Premises whole or any portion thereofpart of the Premises, or encumber nor permit the leasehold interest created Premises to be used 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) others 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. Any attempted transfer, assignment, subletting mortgaging or encumbering of this Lease in violation of the provisions of this section shall be void and confer no rights upon any third person. No permitted assignment or sublease subletting shall operate to release relieve Tenant from of 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 b) If Tenant's interest in this Lease)Lease is assigned, 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 whether 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 not in violation of this Section shallprovisions of this section, at Landlord may collect rent from the assignee. If the Premises or any part thereof are sublet to, or occupied by, or used by, any person other than Tenant, whether or not in violation of this section, Landlord’s option, be void and shall constitute a after default by Tenant under this Lease, may collect rent from the subtenant, user or occupant. Consent in either case, landlord shall apply the amount collected to the rents reserved in this Lease, but neither any such assignment, subletting, occupancy or use, whether with or without Landlord's prior consent, nor any such collection or application, shall be deemed a waiver of any term, covenant or condition of this Lease or the acceptance by Landlord of such assignee, subtenant, occupant or user as tenant. The consent by Landlord to any assignment or subletting shall not relieve Tenant from its obligation to obtain the express prior consent of Landlord to any further assignment or subletting. Neither an assignment of Tenant's interest in this Lease nor a subletting occupancy or sublease use of the Premises or any part thereof by any person other than Tenant, nor the collection of rent by landlord from any person other than Tenant as provided in one instance shall not operate this subsection nor the application of any such rent as provided in this subsection shall, in any circumstances, relieve Tenant from its obligation fully to release observe and perform the requirement that consent from Landlord terms, covenants and conditions of this Lease on Tenant's part to be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees observed 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 grantedperformed.

Subletting and Assignment. (a) Tenant shall convenants and agrees not assign this Leaseto assign, in whole sell, mortgage, pledge or in part, any manner transfer this Lease or any interest therein or sublet the Leased Premises or any portion part thereof, or encumber the leasehold interest created grant any concession or license or otherwise permit occupancy of all or any part thereof by this Lease in any manner (including the creation of any security interest in another person or other pledge of or lien upon the Leased Personal Property) entity 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 provided all the provisions of this Paragraph 10 are complied with and subject to Xxxxxxxx's right to terminate this Lease as set forth in this paragraph 10. No Any such consent by Landlord shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the obligation of Tenant to obtain from Landlord consent to any other or subsequent assignment or sublease subletting period., The collection of rent by Landlord from any assignee, subtenant or other occupant shall operate to not be deemed as acceptance of the assignee, subtenant or occupant as tenant or release of Tenant from any of its obligations obligation under this Lease. (b) Notwithstanding the provisions of Paragraph 10(a), above, any proposed assignee or subleasee submitted to the Landlord for approval must have the same or greater financial strength as Tenant and if such is not the case, Xxxxxxxx's withholding of consent shall be reasonable. Each sublease Landlord shall not be considered unreasonable in the event at the time of the Leased Premises such request by Tenant to assign 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 sublet 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 Tenant 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 If Tenant shall request permission to assign this Lease or sublet the Premises or any part thereof Tenant shall, together with such request for consent thereto, inform Landlord of the rental and any other amounts to be paid by such assignee or subtenant in connection with such subletting or assignment regardless of the nomenclature such payment may take, the term of any subletting, and any financial information required or requested by Landlord to an assignment make the determination required by the first sentence of this Paragraph 10(b). Landlord shall have the right to terminate this Lease in lieu of consenting or sublease in one instance shall not operate reasonably withholding its consent 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 provided that Landlord shall exercise such right with forty-five (45) days of whether its receipt of Tenant's request for such consent and provided, further, that Tenant shall have the right to withdraw its request for such consent within fifteen (15) days after its receipt of such notice from Landlord’s , in which event such notice of termination shall become null and void. If this Lease shall be terminated pursuant to the provisions of the immediately preceding sentence, such termination shall become effective upon the last day of the calendar month next following Xxxxxxxx's giving said notice of termination. (c) If Landlord consents in writing to an assignment or subletting, such consent is shall be deemed conditioned upon Tenant's compliance with the following provisions and the failure to so comply shall be deemed to give landlord reasonable cause for withholding or withdrawing its consent: (1) The assignment or subletting must be, respectively, of all Tenant's leasehold interest or of the entire Premises and, in fact grantedthe case of an assignment, shall also transfer to the assignee all of Tenant's rights in and interests under this lease, including but without limitation, the Security Deposit hereunder.

Subletting and Assignment. Tenant (a) Lessee shall not sell, assign this Lease, in whole or in part, or sublet the Leased Premises transfer all or any portion thereof, of its leasehold estate or encumber the leasehold interest created by this Lease in sublet all or any manner (including the creation portion of any security interest in or other pledge of or lien upon the Leased Personal Property) Property without first obtaining the prior written consent of LandlordLessor, 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. In the event of an assignment or subletting by Lessee which is approved by Lessor, Lessee shall nevertheless remain fully liable for the due performance of all obligations on Lessee’s part to be performed under this Lease. No assignment permitted assignment, sale or sublease transfer shall operate be effective until there shall have been delivered to release Tenant from any Lessor an undertaking in recordable form, executed by the proposed assignee or sublessee, wherein such assignee or sublessee assumes the due performance of its all obligations on Lessee’s part to be performed under this Lease. Each sublease must satisfy the requirements of Section 35.3 and Section 35.4. (b) Lessee, as the debtor in possession, or the trustee for Lessee (collectively, the “Trustee”) in any proceeding under Title 11 of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and United States Bankruptcy Code relating to Bankruptcy, as amended (the other Releasees (as that term is defined in this Lease“Bankruptcy Code”), in form shall not have the right to assign this Lease or sublet the Leased Property to an assignee or sublessee that (i) is a competitor of Lessor or (ii) is not a capable, reliable, qualified Person of good reputation 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 character 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 financial capacity to satisfy Lessee’s obligations under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment The Trustee shall not have the right to assign this Lease or sublease in violation of sublet the Leased Property to a real estate investment trust that is, or intends to be, publicly traded. (c) The Trustee shall have the right to assume Lessee’s rights and obligations under this Section shall, at Landlord’s option, be void and shall constitute a Lease only if the Trustee: (a) promptly cures or provides adequate assurance that the Trustee will promptly cure any default under this Lease; (b) compensates or provides adequate assurance that the Trustee will promptly compensate Lessor for any actual pecuniary loss incurred by Lessor as a result of Lessee’s default under this Lease; and (c) provides adequate assurance of future performance under this Lease. Consent Adequate assurance of future performance by Landlord the proposed assignee shall include, as a minimum, that: (i) any proposed assignee of this Lease shall provide to Lessor an audited financial statement, dated no later than six (6) months prior to the effective date of such proposed assignment or sublease with no material change therein as of the effective date, which financial statement shall show the proposed assignee has sufficient financial capacity to fulfill its obligations under this Lease, or, in one instance the alternative, the proposed assignee shall not operate provide a guarantor of such proposed assignee’s obligations under this Lease, which guarantor shall provide an audited financial statement meeting the requirements of (i) above and shall execute and deliver to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees Lessor a guaranty agreement in form and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with substance acceptable to Lessor; and (ii) any proposed subletting assignee shall grant to Lessor a security interest in favor of Lessor in all furniture, fixtures, and other personal property to be used by such proposed assignee in the Leased Property. All payments required of Lessee under this Lease, whether or assignmentnot expressly denominated as such in this Lease, irrespective shall constitute rent for the purposes of whether Landlord’s consent is in fact grantedTitle 11 of the Bankruptcy Code. (d) The parties agree that for the purposes of the Bankruptcy Code relating to (a) the obligation of the Trustee to provide adequate assurance that the Trustee will “promptly” cure defaults and compensate Lessor for actual pecuniary loss, the word “promptly” shall mean

Subletting and Assignment. A. In the event Tenant shall not should desire to assign this Lease, in whole or in part, Lease Agreement or sublet the Leased Premises or any portion part thereof or allow same to be used or occupied by others, 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) of such desire at least fifteen (15) days in advance of the date on which Tenant desires to make such assignment or sublease or allow such a use or occupancy. Landlord shall then have a period of ten (10) days following receipt of such notice within which to notify Tenant in writing that Landlord elects: (1) in the event such assignee or sublessee fails to meet the conditions set forth in subparagraph (3) below, to refuse to permit Tenant to assign this Lease Agreement or sublet such space, and in such case this Lease Agreement shall continue in full force and effect in accordance with the terms and conditions hereof; or (2) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant shall be relieved of all obligations hereunder as to such space arising from and after such date; provided, however, that if Landlord elects to terminate this Lease Agreement pursuant to this Section 12.A(2), Tenant shall have ten (10) days after receipt of written notice of Landlord’s election during which Tenant may, if it so desires, withdraw its request for Landlord’s consent to such assignment or sublease, in which event this Lease Agreement shall remain in full force and effect as if such request for Landlord’s consent had not been made; or (3) to permit Tenant to assign this Lease Agreement or sublet such space for the duration specified in such notice, such approval not to be unreasonably withheld, conditioned or delayed, if (a) the nature and character of the proposed assignee or sublessee and the principals thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation their business and activities and intended use 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 Premises are in Landlord’s sole discretion during reasonable judgment consistent with the first twenty-four full calendar months current standards of the TermBuilding and the floor or floors on which the Leased Premises are located, (b) neither the proposed assignee or sublessee (nor any party which, directly or indirectly, controls or is controlled by or is under common control with the proposed assignee or sublessee) is a department, representative or agency of any governmental body or then an occupant of any part of the Building or a party with whom Landlord is then negotiating to lease space in the Building or in any adjacent Building owned by Landlord or an affiliate of Landlord in and thereafter will in the vicinity of the Texas Medical Center area of Houston, Texas, (c) the form and substance of the proposed sublease or instrument of assignment are acceptable to Landlord (which acceptance by Landlord shall not be unreasonably withheld. No , conditioned or delayed) and is expressly subject to all of the terms and provisions of this Lease Agreement and to any matters to which this Lease Agreement is subject, (d) the proposed occupancy would not (1) increase Landlord’s cleaning requirements, (2) impose an extra burden upon the services to be supplied by Landlord to Tenant hereunder, (3) violate the current rules and regulations of the Building, (4) violate the provisions of any other leases of tenants in the Building or (5) cause alterations or additions to be made to the Building (excluding the Leased Premises), (e) Tenant enters into a written agreement with Landlord whereby it is agreed that fifty percent (50%) of any rent realized by Tenant as a result of said sublease or assignment in excess of the Base Rent and Additional Rent payable to Landlord by Tenant under this Lease Agreement and any and all sums and other considerations of whatsoever nature paid to Tenant by the assignee or sublessee for or by reason of such assignment or sublease shall operate to release sublease, including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property in excess of the fair market value thereof (that is, after deducting and giving Tenant from any credit for Tenant’s reasonable costs directly associated therewith, including reasonable brokerage fees, reasonable marketing costs, reasonable attorney’s fees and the reasonable cost of its obligations under this Lease. Each sublease of remodeling or otherwise improving the Leased Premises for said assignee or sublessee but excluding any portion thereof must contain free rentals or the like offered to any such sublessee or assignee) shall be payable to Landlord such payments are actually received by Tenant, (f) the granting of such consent will not constitute a release default under any other agreement to which Landlord is a party or by which Landlord is bound and (g) the creditworthiness of and waiver of claims against Landlord the proposed assignee or sublessee and the other Releasees (as that term principals thereof is defined in this Lease), in form and content acceptable to Landlord, in Landlord’s reasonable discretion. B. No assignment or subletting by Tenant shall be effective unless Tenant shall execute, have acknowledged and must require deliver to Landlord, and cause each sublessee or assignee to execute, have acknowledged and deliver to Landlord, an instrument in form and substance reasonably acceptable to Landlord in which (i) such sublessee or assignee adopts this Lease Agreement and assumes and agrees to perform jointly and severally with Tenant, all of the subtenant’s property insurer obligations of Tenant under this Lease Agreement, as to issue the space transferred to it, (ii) Tenant and such sublessee or assignee agree to provide to Landlord, at their expense, direct access from a public corridor in favor the Building to the transferred space, (iii) such sublessee or assignee agrees to use and occupy the transferred space solely for the purpose specified in Section 3 and otherwise in strict accordance with this Lease Agreement and (iv) Tenant acknowledges and agrees that, notwithstanding such subletting or assignment, Tenant remains directly and primarily liable for the performance of all the obligations of Tenant hereunder (including, without limitation, the obligation to pay Rent), and Landlord and the other Releasees waiver of subrogation rights endorsements shall be permitted to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy enforce this Lease Agreement against Tenant or sale on executionsuch sublessee or assignee, or both, without prior demand upon or proceeding in any way against any 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 Leasepersons. Any attempted assignment or sublease in violation of this Section Tenant shall, at Landlord’s optionupon demand, be void and shall constitute a default under this Lease. Consent by reimburse 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, out-of-pocket expenses incurred by Landlord in connection with a request made by Tenant pursuant to this Section 12, including, without limitation, any investigations as to the acceptability of the proposed subletting assignee or assignmentsublessee, irrespective and all legal costs reasonably incurred in connection with the granting of whether any requested consent. C. Any consent by Landlord to a particular assignment or sublease shall not constitute Landlord’s consent to any other or subsequent assignment or sublease, and any proposed sublease or assignment by any assignee or sublessee shall be subject to the provisions of this Section 12 as if it were a proposed sublease or assignment by Tenant. The prohibition against an assignment or sublease described in this Section 12 shall be deemed to include a prohibition against (i) Tenant’s mortgaging or otherwise encumbering its leasehold estate, (ii) an assignment or sublease which may occur by merger or operation of law and (iii) permitting the use or occupancy of the Leased Premises, or any part thereof, by anyone other than Tenant, each of which shall be ineffective and void and shall constitute an Event of Default under this Lease Agreement unless consented to by Landlord in writing in advance, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership interest in fact grantedTenant (if Tenant is a partnership) or the transfer of a majority of the membership interests in Tenant (if Tenant is a limited liability company), at any time throughout the Term, shall be deemed to be an assignment of this Lease Agreement. D. Notwithstanding anything to the contrary contained herein, Tenant may assign this Lease Agreement or sublet the Leased Premises or any part thereof, without the prior consent of Landlord, to (i) an Affiliate (as defined below) of Tenant, (ii) an entity into which Tenant is merged, consolidated or converted (or the resulting entity in any merger of any other entity into or with Tenant), or (iii) an entity to which fifty percent (50%) or more of Tenant’s assets are transferred (each a “Permitted Transferee”); provided, however, (a) Tenant shall give Landlord written notice (which shall specify the assignee or sublessee, the duration of said assignment or sublease, the effective date of such assignment or subletting, the financial information necessary for Landlord to confirm the net worth test set forth below has been satisfied and the exact location of the space affected thereby and the rentals on a square foot basis to be charged thereunder) of such assignment or sublease at least ten (10) business days prior to such assignment or sublease, and (b) the assignee or successor entity must carry on the same use from the Leased Premises as Tenant and have a net worth as determined by generally accepted accounting principles (“GAAP”) on the date following such sale of assets or merger at least equal to the GAAP net worth of Tenant as of the day preceding such assignment, sublease, sale or merger. In the event of any subletting or assignment to a Permitted Transferee, one hundred percent (100%) of the rent received from such Permitted Transferee shall be retained by Tenant. Further, any Permitted Transferee under an assignment of the Lease Agreement or the subletting of all of the Leased Premises shall have the right to exercise Tenant’s Right of First Refusal, Tenant’s Preferential Right, the Renewal Option and any rights to the Hold Space. As used herein, (1) the term “Affiliate” means any person or entity controlled by, under common control with, or which controls, the Tenant, and (2) the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the entity referred to, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controls” have meanings correlative to the foregoing.

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. 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 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. 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 be deemed approved. Notwithstanding anything to release Tenant from any the 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 requiring such consent if the following standards are not met, to wit: (1) the nature and character of its obligations under this Lease. Each sublease the proposed assignee or sublessee and the principals thereof, their business and activities and intended use of the Leased Premises are not inconsistent with the current standards of the Building and/or would violate the use restrictions set forth in Section 3 above, (2) the proposed assignee or sublessee (or any portion party which, directly or indirectly, controls or is controlled by or is under common control with the proposed assignee or sublessee) may not be a department, representative or agency of any governmental body or then an occupant of any part of the Building or a party with whom Landlord is then negotiating to lease space in the Building or in any adjacent Building owned by Landlord or an affiliate of Landlord in and in the vicinity of the applicable submarket for the Building, (3) the form and substance of the proposed sublease or instrument of assignment shall be reasonably acceptable to Landlord (which acceptance by Landlord shall not be unreasonably withheld provided the same contains commercially standard clauses for an assignment of lease or sublease and provides that it is expressly subject to all of the terms and provisions of this Lease Agreement and to any matters to which this Lease Agreement is subject), (4) the proposed occupancy shall not (a) increase Landlord's cleaning requirements, (b) impose an extra burden upon the services to be supplied by Landlord to Tenant hereunder, (c) violate the current rules and regulations of the Building, or (d) cause alterations or additions to be made to the Building (excluding the Leased Premises) not otherwise permitted by Tenant without Landlord's consent, (5) Tenant enters into a written agreement with Landlord whereby it is agreed that fifty percent (50%) of any rent realized by Tenant as a result of said sublease or assignment to any party other than an Affiliate (as hereinafter defined) of Tenant in excess of the Base Rent and Additional Rent payable to Landlord by Tenant under this Lease Agreement and any and all sums and other considerations of whatsoever nature paid to Tenant by the assignee or sublessee for or by reason of such assignment or sublease, including, but not limited to, sums paid for the sale of Tenant's fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property in excess of the fair market value thereof must contain a release of (that is, after deducting and waiver of claims against Landlord giving Tenant credit for Tenant's reasonable costs directly associated therewith, including reasonable brokerage fees 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 reasonable cost of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with remodeling or otherwise improving the Leased Premises and for said assignee or sublessee but excluding any free rentals or the contents thereoflike offered to any such sublessee or assignee) shall be payable to Landlord as it accrues as additional rent hereunder. Every transfer by levy As used herein, (1) the term "Affiliate" means any person or sale on executionentity controlled by, under common control with, or other legal processwhich controls, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in the Tenant, and every transfer under any compulsory procedure (2) the term " control" means the possession, directly or order indirectly, of court shall be deemed the power to constitute an “assignment” within direct or cause the meaning direction of this Lease. Any attempted assignment the management and policies of the entity referred to, whether through ownership of voting securities, by contract or sublease in violation of this Section shallotherwise, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord the terms "controlling" and "controls" have meanings correlative 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.foregoing,

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 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 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. 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 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 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 manner 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. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay to Landlord a One Thousand and 00/100 Dollar ($1,000.00) processing fee as well as expenses (including the creation of reasonable attorneys’ fees) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any security interest in assignment, subletting, occupancy or other pledge of mortgage, whether or lien upon the Leased Personal Property) without not Landlord consents thereto. 13.2. A corporate Tenant may, with 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 , conditioned or delayed, assign this Lease to its parent or subsidiary, provided the same assignee assumes, in full, the obligations of Tenant under this Lease, and such assignment or sublease shall operate to release not relieve Tenant from any of its obligations hereunder. 13.3. If at any time Tenant intends to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give written notice to Landlord (“Sublease Proposal Notice”) of the area proposed to be assigned or sublet (the “Proposed Sublet Space”) and the term for which Tenant desires to sublet the Proposed Sublet Space, the name of the proposed subtenant or assignee and such other information as Landlord shall reasonably request. 13.4. After receipt of Tenant’s Sublease Proposal Notice, Landlord shall also have the right, in its sole and absolute discretion, in addition to Landlord’s rights in Section 13.1, to elect: (a) to consent to the proposed sublease or assignment, (b) to reject the proposed sublease or assignment, (c) to sublease the Proposed Sublet Space from Tenant for the term for which Tenant has proposed to sublet such space, or (d) to terminate this Lease with respect to the Proposed Sublet Space. Landlord shall exercise such right by sending Tenant written notice within forty-five (45) days after Landlord’s receipt of the Sublease Proposal Notice. If Landlord elects to sublease the Proposed Sublet Space from Tenant, such sublease shall be at the same Basic Annual Rent and additional rent as Tenant is obligated to pay for such space under this Lease. Each sublease of Lease and otherwise upon the Leased Premises or any portion thereof must contain a release of same terms and waiver of claims against Landlord and the other Releasees (conditions as that term is defined are contained in this Lease), except that Landlord shall be entitled to sub-sublet the Proposed Sublet Space without Tenant’s consent and without paying to Tenant any amount in form excess of the rent and content acceptable other charges payable to Tenant pursuant to its sublease with Landlord. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (1) Tenant shall tender the Proposed Sublet Space to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice) as if such specified date had been originally set forth in this Lease as the Expiration Date of the Lease Term with respect to the Proposed Sublet Space, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements (2) as to all policies portions of property insurance carried the Premises other than the Proposed Sublet Space, this Lease shall remain in connection with full force and effect except that 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 Basic Annual Rent payable pursuant to ARTICLE III 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 subleasereduced pro rata. Tenant shall pay all fees expenses of construction required to permit the operation of the Proposed Sublet Space separate from the balance of the Premises. If the Proposed Sublet Space constitutes the entire Premises and expensesLandlord elects to terminate this Lease, then (1) Tenant shall tender the Premises to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice), and (2) the Lease Term shall terminate on such specified date. Notwithstanding anything to the contrary in the foregoing provisions of this Section 13.4, Landlord shall not have the right to sublease the Proposed Sublet Space or to terminate this Lease with respect to the Proposed Sublet Space in the event Tenant proposes to assign this Lease to a corporation or other business entity into or with which Tenant shall be merged or consolidated, or to which substantially all of the assets of Tenant may be transferred, provided that such successor entity has assumed in writing all of the obligations and liabilities of Tenant under this Lease. 13.5. In the event Landlord does not exercise its rights to sublet the Proposed Sublet Space from Tenant or to terminate this Lease with respect thereto, Tenant shall be entitled to seek Landlord’s consent to an acceptable assignee or subtenant for the Proposed Sublet Space, for a sublease term no longer than that set forth in the Sublease Proposal Notice, such consent not to be unreasonably withheld, conditioned or delayed. Such consent or permission pursuant to Section 13.1 may be withheld if (a) the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Building, (b) Tenant is in Event of Default under this Lease, (c) the Proposed Sublet Space is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes, (d) in the reasonable judgment of Landlord, the assignee or sublessee does not have the financial capacity or experience to undertake the obligations of this Lease or the sublease, or (e) such a sublease or assignment would violate any term or condition of any covenant or agreement of Landlord involving the Building, or any other tenant lease within the Building. In the event such assignment or sublease for the assignee or subtenant designated in Tenant’s Sublease Proposal Notice (which assignment/sublease and assignee/subtenant are acceptable to and approved by Landlord) has not been executed by Tenant and submitted to Landlord within one hundred fifty (150) days from the date of Tenant’s Sublease Proposal Notice, Tenant shall not be entitled to enter into such assignment or sublease without first submitting a new Sublease Proposal Notice to Landlord and affording Landlord an opportunity to exercise its rights as set forth in Section 13.4, including its subletting or termination rights. 13.6. If any sublease, assignment or other transfer (whether by operation of law or otherwise and whether consented to or not) provides that the subtenant, assignee or other transferee is to pay any amount in excess of the rent and other charges due under this Lease (except rent or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the Premises by Tenant for the subtenant or assignee, and other reasonable attorneys’ fees, incurred by Landlord in connection with any proposed expenses incident to the subletting or assignment, irrespective including standard leasing commissions), then whether such excess is in the form of whether an increased monthly or annual rent, a lump sum payment, payment for the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal property, or any other form (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), then Tenant shall pay to Landlord fifty percent (50%) of any such excess as additional rent upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant’s receipt thereof. Tenant expressly waives any right that it might have to retain such fifty percent (50%) of the excess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be effected on a form approved by Landlord. 13.7. Any sublease or assignment shall require Tenant and Subleasee/Assignee to execute Landlord’s consent is in fact grantedstandard Consent to Sublease or Consent to Assignment document.

Subletting and Assignment. Tenant shall not A. In the event Lessee should desire to assign this Lease, in whole or in part, Lease Agreement or sublet the Leased Premises or any portion thereofpart thereof or allow same to be used or occupied by others, Lessee shall give Lessor written notice (which shall specify the duration of said desired sublease or encumber assignment, the leasehold interest created by 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 financial condition and business operations) of such desire at least thirty (30) days in advance of the date on which Lessee desires to make such assignment or sublease or allow such a use or occupancy. Lessor shall then have a period of twenty (20) days following receipt of such notice within which to notify Lessee in writing that Lessor elects: (1) To refuse to permit Lessee to assign this Lease Agreement or sublet such space, and in such case this Lease Agreement shall continue in full force and effect in accordance with the terms and conditions hereof; or (2) To terminate this Lease Agreement as to the space so affected as of the date so specified by Lessee in which event Lessee shall be relieved of all obligations hereunder as to such space arising from and after such date; or (3) To permit Lessee to assign this Lease Agreement or sublet such space for the duration specified in such notice, subject to Lessor’s subsequent written approval of the proposed assignee or sublessee, which approval shall not be unreasonably withheld or unduly delayed if (a) the nature and character of the proposed assignee or sublessee, its business and activities and intended use of the Leased Premises are in Lessor’s reasonable judgment consistent with the current standards of the Building and the floor or floors on which the Leased Premises are located, (b) neither the proposed assignee or sublessee (nor any party which, directly or indirectly, controls or is controlled by or is under common control with the proposed assignee or sublessee) is a department, representative or agency of any governmental body or currently an occupant of any part of the Building or a party with whom Lessor is then negotiating to lease space in the Building or in any manner adjacent Building owned by Lessor, (including c) 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 form and substance of the Term, and thereafter will proposed sublease or instrument of assignment is acceptable to Lessor (which acceptance by Lessor shall not be unreasonably withheld) and is expressly subject to all of the terms and provisions of this Lease Agreement and to any matters to which this Lease Agreement is subject, (d) the proposed occupancy would not (1) increase the office cleaning requirements, (2) impose an extra burden upon the services to be supplied by Lessor to Lessee hereunder, (3) violate the current rules and regulations of the Building, (4) violate the provisions of any other leases of tenants in the Building or (5) cause alterations or additions to be made to the Building (excluding the Leased Premises), (e) Lessee enters into a written agreement with Lessor whereby it is agreed that any profit realized by Lessee as a result of said sublease or assignment and any and all sums and other considerations of whatsoever nature paid to Lessee by the assignee or sublessee for or by reason of such assignment or sublease, including, but not limited to, sums paid for the sale of Lessee’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property (that is, after deducting and giving Lessee credit for Lessee’s reasonable costs directly associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Leased Premises for said assignee or sublessee but excluding any free rentals or the like offered to any such sublessee or assignee) shall be payable to Lessor as it accrues as additional rent hereunder, and (f) the granting of such consent will not constitute a default under any other agreement to which Lessor is a party or by which Lessor is bound and (g) the creditworthiness of the proposed assignee or sublessee is acceptable to Lessor, in Lessor’s commercially reasonable discretion. B. No assignment or subletting by Lessee shall be effective unless Lessee shall execute, have acknowledged and deliver to Lessor, and cause each sublessee or assignee to execute, have acknowledged and deliver to Lessor, an instrument in form and substance acceptable to Lessor in which (i) such sublessee or assignee adopts this Lease Agreement and assumes and agrees to perform jointly and severally with Lessee, all of the obligations of Lessee under this Lease Agreement, as to the space transferred to it, (ii) Lessee and such sublessee or assignee agree to provide to Lessor, at their expense, direct access from a public corridor in the Building to the transferred space, (iii) such sublessee or assignee agrees to use and occupy the transferred space solely for the purpose specified in Section 3 and otherwise in strict accordance with this Lease Agreement and (iv) Lessee acknowledges and agrees that, notwithstanding such subletting or assignment, Lessee remains directly and primarily liable for the performance of all the obligations of Lessee hereunder (including, without limitation, the obligation to pay rent), and Lessor shall be permitted to enforce this Lease Agreement against Lessee or such sublessee or assignee, or both, without prior demand upon or proceeding in any way against any other persons. No Lessee shall, upon demand, reimburse Lessor for all reasonable expenses incurred by Lessor in connection with a request made by Lessee pursuant to this Section 12, including, without limitation, any investigations as to the acceptability of the proposed assignee or sublessee and all legal costs reasonably incurred in connection with the granting of any requested consent. C. Any consent by Lessor to a particular assignment or sublease shall operate not constitute Lessor’s consent 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 sublease or assignmentassignment by any assignee or sublessee shall be subject to the provisions of this Section 12 as if it were a proposed sublease or assignment by Lessee. The prohibition against an assignment or sublease described in this Section 12 shall be deemed to include a prohibition against (i) Lessee’s mortgaging or otherwise encumbering its leasehold estate, irrespective and (ii) permitting the use or occupancy of whether Landlordthe Leased Premises, or any part thereof, by anyone other than Lessee, each of which shall be ineffective and void and shall constitute an event of default under this Lease Agreement unless consented to by Lessor in writing in advance. Notwithstanding any of the other terms of this Section 12, Lessee may transfer all or part of its interest in this Lease Agreement or all or part of the Leased Premises (a “Permitted Transfer”) to the following types of entities (a “Permitted Transferee”) without the written consent of Lessor: (1) any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control of Lessee; (2) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Lessee, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as (A) Lessee’s consent obligations hereunder are assumed by the entity surviving such merger or created by such consolidation; and (B) the Tangible Net Worth (as hereinafter defined) of the surviving or created entity is in fact grantednot less than the Tangible Net Worth of Tenant as of the date hereof; or (3) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring all or substantially all of Lessee’s assets if such entity’s Tangible Net Worth after such acquisition is not less than the Tangible Net Worth of Tenant as of the date hereof.

Subletting and Assignment. Tenant shall not assign (A) During the initial term of this Lease, in whole or in partTENANT may not, 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 LandlordLANDLORD, assign this Lease or sublet the whole or any part of the Leased Property. For purposes of this paragraph a conveyance or sale, regardless of how structured, of fifty-one percent (51%) or greater of TENANT's interest in the gaming operation conducted or to be conducted on the Leased Property shall be considered as an assignment or subletting requiring the consent of LANDLORD. LANDLORD specifically reserves its right to withhold consent. If requested by TENANT's lender (the "Lender"), LANDLORD agrees to consent to the collateral assignment to the Lender of TENANT's entire interest in the Lease, subject to the terms of the Lease. The consent of LANDLORD is further conditioned upon LANDLORD's approval of the terms and provisions of the instrument evidencing such assignment which shall include, but not be limited to, the acceptance and assumption by the Lender of each and every covenant and obligation of the TENANT under this Lease, as well as the acknowledgment and acceptance of liability by the Lender for the payment of the rent, and any arrearages, and any other charges payable under this Lease. (B) During any Renewal term of this Lease TENANT may not, without the prior written consent of LANDLORD, assign the Lease or sublet the whole or any part of the Leased Property. Notwithstanding the foregoing, LANDLORD shall not unreasonably withhold its consent to any assignment of subletting of the Leased Property during any Renewal term if: (a) At the time of the proposed assignment or sublease, the assignee or sublessee is financially capable of operating a casino and/or riverboat gaming facility of the type located at the Leased Property; (b) The proposed assignee or sublessee of or for the casino gaming operation has casino gaming operating experience comparable to, or greater than, TENANT's experience, or has contracted for the operation of the riverboat gaming facility on the Leased Property with a casino and/or riverboat gaming operator with experience comparable to, or greater than, TENANT's, and/or the proposed assignee or sublessee for the hotel operation has hotel management and operation experience comparable to, or greater than, TENANT'S experience or has contracted for the operation of the hotel on the Leased Property with a hotel operator with experience comparable to, or greater than, TENANT'S experience; (c) The proposed use of the Leased Property by such proposed assignee or sublessee is as a gaming facility and hotel site of a similar type and quality of TENANT's use under the terms of this Lease; (d) The proposed assignee or sublessee, and any party with whom the assignee or sublessee has contracted as provided in Paragraph 12(B)(b), has all requisite licenses in the State of Louisiana to operate a gaming facility and hotel, the proposed assignee or sublessee, and any party with whom the assignee or sublessee has contracted as provided in Paragraph 12(B)(b), is not under current investigation or has not been suspended or declined a similar license, in another state, and is of suitable moral character reasonably satisfactory to LANDLORD; and (e) The proposed assignee or sublessee executes an agreement in form and substance satisfactory to LANDLORD assuming and agreeing to perform all obligations of TENANT under this Lease which agreement shall include, but not be limited to, the acceptance and assumption by the assignee or sublessee of each and every covenant and obligation of the TENANT under this Lease, as well as the acknowledgment and acceptance of liability by the assignee or sublessee for the payment of the rent, and any arrearages, and any other charges payable under this Lease; (f) The TENANT, and/or present party TENANT, shall remain responsible and liable for all of the obligations of TENANT under the Lease. (C) Each and every assignee, sublessee and Lender, whether as assignee, sublessee or Lender or as successor in interest of any assignee, sublessee and Lender of TENANT, shall immediately be and become and remain liable for the payment of the rent and other charges payable under this Lease, and for the due performance of all the covenants, agreements, terms and provisions of this lease, on TENANT's part to be performed, and each and every provision of this Lease applicable to TENANT prior to such assignment shall also apply to and bind every such assignee, sublessee and Lender with the same force and effect as though such assignee, sublessee and Lender were the party named originally as TENANT in the Lease. (D) If requested by TENANT'S lender (hereinafter the "Hotel Lender") which is financing for TENANT the construction of a hotel on the Leased Property (hereinafter the "Hotel Construction"), LANDLORD agrees, subject the Hotel Lender's acceptance, as well as the acceptance of TENANT and the Guarantors, of the conditions of consent hereinafter provided, to negotiate in good faith a consent instrument for the collateral assignment or mortgage by TENANT, for the sole purpose of providing collateral for the Hotel Construction, in favor of the Hotel Lender of TENANT'S entire interest in the Lease and in the hotel, which may collateral assignment or mortgage shall be withheld subject to and subordinate to this Lease. LANDLORD'S execution of any such consent instrument shall be conditioned upon such instrument including, but not being limited to, the Hotel Lender's agreement, as well as that of TENANT and the Guarantors, for the benefit of LANDLORD, that any collateral assignment and/or mortgage shall affect and encumber not less than the entire interest of TENANT in Landlord’s sole discretion during the first twenty-four full calendar months Lease, and that any collateral assignment and/or mortgage shall provide for the express assumption by the Hotel Lender, at the earlier of the Termtime of the Hotel Lender's taking ownership of the TENANT'S interest in the Lease or the time of use, occupancy or possession in any manner by the Hotel Lender of the TENANT'S interest in the Lease and/or the Leased Property, of each and every covenant and obligation of TENANT under the Lease, as well as the express acceptance of liability by the Hotel Lender for the payment of rent under the Lease, and thereafter any arrearages, and any other charges payable under the Lease. Additionally, LANDLORD'S execution of any such consent instrument shall be conditioned upon LANDLORD'S approval of the collateral assignment and/or mortgage in favor of the Hotel Lender. The provisions of paragraph 12 (B) and (C ) shall apply to any assignment or sublease by any Lender or Hotel Lender of TENANT's interest in the Lease, however LANDLORD expressly reserves the right to approve any such assignment or sublease which approval will not be unreasonably withheld. No LANDLORD has consented to the assignment or sublease shall operate by TENANT of fifty (50%) percent of TENANT's capital stock to release Tenant from any Louisiana Riverboat Gaming Partnership ("LRGP"), a Louisiana partnership comprised of its obligations under LRGP Holdings, Inc., a Louisiana corporation, and CSNO, Inc., a Louisiana corporation, both of which are wholly owned by Isle Of Capri Casinos, Inc. Additionally, LANDLORD has granted the 1996 Landlords' Consent. LRGP has joined TENANT as a party to this Lease. Each sublease , and LRGP has acknowledged and faithfully guarantees all of the Leased Premises or any portion thereof must contain a release of covenants, agreements, terms 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 provisions of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, on TENANT's part to 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 grantedperformed.

Subletting and Assignment. A. Except as otherwise set forth herein, Tenant shall will not assign this Lease, in whole Lease or in part, or sublet sublease the Leased Premises or any portion thereofpart thereof or mortgage, pledge and or encumber the hypothecate its leasehold interest created by this Lease in or grant any manner concession or license within (including the creation of or otherwise permit a third party to occupy any security interest in or other pledge of or lien upon portion of) the Leased Personal Property) Premises without the prior express written consent of Landlord, and any attempt to do any of the foregoing without Landlord’s consent shall be void except as specified herein. Any transfer of the majority of the beneficial ownership interest of Tenant (whether stock, partnership interest or otherwise), shall constitute an assignment for purposes of this Lease. B. Notwithstanding the above, Landlord shall not unreasonably withhold Landlord’s consent to any proposed assignment or subletting by Tenant. Without purporting to limit the circumstances in which may it would be withheld reasonable for Landlord to withhold its consent to a proposed assignment or subletting, it shall be deemed reasonable for Landlord to withhold its consent to a proposed assignment or subletting if: (a) the proposed assignee or sublessee does not, in Landlord’s sole discretion during reasonable judgment, possess sufficient financial capability to satisfy the first twenty-four full calendar months obligations of Tenant hereunder; or (b) the proposed assignee or sublessee proposes to use the Leased Premises for a use other than the Permitted Use; or (c) the nature or identity of such proposed assignee or sublessee would not be in keeping with the type of tenants that are customarily found in comparable projects; or (d) the proposed assignee or sublessee) is a department, representative or agency of any governmental body or then an occupant of any part of the TermBuilding or a party with whom Landlord is then negotiating to lease space in the Building or in any adjacent Building owned by Landlord or an affiliate of Landlord, (e) the proposed occupancy would (1) materially increase the office cleaning requirements, (2) impose an extra material burden upon the services to be supplied by Landlord to Tenant hereunder, (3) violate the current rules and thereafter will not regulations of the Building, (4) violate the provisions of any other leases of tenants in the Building or (5) cause material alterations or additions to be unreasonably withheldmade to the Building (excluding the Leased Premises). No Landlord shall approve or disapprove a proposed assignment or subletting within twenty (20) days after Landlord’s receipt of a request for approval of an assignment or sublease accompanied by the terms of the proposed assignment or subletting and identity of the proposed assignee or sublessee. If Landlord fails to approve or disapprove any proposed sublease or assignment within such twenty (20) day period, then such proposed sublease or assignment shall operate be deemed approved. C. Notwithstanding the foregoing, Landlord’s consent to release an assignment or subletting shall not be required if the assignee or subtenant is (a) an “affiliate” (as defined below) of the Tenant, (b) an entity resulting from a merger, consolidation, reorganization or recapitalization of or with Tenant from any or a purchaser (or other transferee) of its obligations under all or substantially all of Tenant’s assets and all or substantially all of such Tenant’s liabilities (including the liabilities of Tenant hereunder), so long as the net worth of the resulting entity is equal to or greater than the net worth of the Tenant as of the Effective Date and the assignee agrees to be bound by the terms of this Lease. Each sublease , (c) a third party provider of services incidental to Tenant’s use of the Leased Premises for the Permitted Use so long as such third party’s net worth is equal to or any portion thereof must contain a release greater than Tenant’s net worth as of and waiver of claims against Landlord and the other Releasees Effective Date, (as d) an entity that term is defined in this Lease), in form and content acceptable proposes 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 use the Leased Premises for the Permitted Use, so long as the net worth of such entity is equal to or greater than Tenant as of the date hereof and as of the contents thereof. Every transfer by levy or sale on executionEffective Date, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by (e) an entity that has a net worth greater than Tenant’s net worth as of the Effective Date and that has entered into a service agreement with Tenant pursuant to the terms of which (i) such entity will provide clinical services for the operation of Lawa medical psychiatric wxxx in the Leased Premises, every transfer of (ii) all medical/psychiatric activities will be conducted under Tenant’s hospital license and (iii) all medical/psychiatric patients will be admitted and discharged through Tenant’s general care hospital (each, a controlling interest in “Permitted Transfer”). For purposes hereof, the term “affiliate” means any person or entity means which controls, is controlled by or is under common control with Tenant, including, without limitation, any limited partnership in which Tenant is the general partner. For purposes of the preceding sentence, “control” means either (i) ownership or voting control, directly or indirectly, of 50% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question or (ii) the power to direct the management and every transfer under any compulsory procedure or order policies 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 subleasesuch entity. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred give Landlord written notice prior to any such assignment or subletting together with proof reasonably satisfactory to Landlord that the transferee is a permitted transferee as herein described along with a fully executed copy of an instrument approved by Landlord whereby such assignee or sublessee agrees in connection with any proposed subletting or assignment, irrespective writing to assume and fully perform and observe the obligations and agreements of whether Landlord’s consent is in fact grantedTenant under this Lease Agreement.

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.