Common use of Terms and Conditions Applicable to Assignment and Subletting Clause in Contracts

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee, (iv) release the Guarantor, if any, of any obligations hereunder, or (v) be effective without the express written acknowledgment by Guarantor of its continuing obligations under the Guaranty, if any. (b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,500, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested (see also Paragraph 36). Whether or not Lessor shall grant consent, Lessee shall pay all reasonable attorneys’ fees and costs incurred by Lessor in connection with reviewing, approving, drafting, and consummating, if applicable, any assignment or sublease requested by Lessee. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. Lessee shall provide any assignee or sublessee with a complete copy of this Lease and a copy of all Rules and Regulations in effect at the time of said assignment or sublease. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See also Paragraph 39.2)

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no any assignment or subletting shallshall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, ; (ii) release Lessee of any obligations hereunder, ; or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee, (iv) release the Guarantor, if any, of any obligations hereunder, or (v) be effective without the express written acknowledgment by Guarantor of its continuing obligations under the Guaranty, if any. (b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting subletting, whether or not in Lessee's opinion Lessor's consent is required, shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,5001,000 or ten percent (10%) of the current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested (see also Paragraph 36). Whether or not Lessor shall grant consent, Lessee shall pay all reasonable attorneys’ fees and costs incurred by Lessor in connection with reviewing, approving, drafting, and consummating, if applicable, any assignment or sublease requested by Lesseerequested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. Lessee shall provide any assignee or sublessee with a complete copy of this Lease and a copy of all Rules and Regulations in effect at the time of said assignment or sublease. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See also Paragraph 39.2)

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's ’s consent, no any assignment or subletting shallshall not: (i) be effective effective, in the case of an assignment without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee, (iv) release the Guarantor, if any, of any obligations hereunder, or (v) be effective without the express written acknowledgment by Guarantor of its continuing obligations under the Guaranty, if any.; (b) Lessor may accept Rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's ’s right to exercise its remedies for Lessee's ’s Default or Breach.; (c) Lessor's ’s consent to any assignment or subletting requiring such consent hereunder shall not constitute a consent to any subsequent assignment or subletting.; (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublesseeassignee, without first exhausting Lessor's ’s remedies against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor.; (e) Each request for consent to an assignment or subletting requiring Lessor’s consent, shall be in writing, accompanied by information relevant to Lessor's determination ’s determination, in the case of a proposed assignment requiring Lessor’s consent, as to the financial and operational responsibility and appropriateness of the proposed assignee or sublesseeassignee, including but not limited to the intended use by such assignee and/or required modification of the Premises, if any, and in the case of a sublessee, as to the intended use by such sublessee and/or required modification of the Premises, if any, together with a fee to Lessor of $1,500, [***] as consideration for Lessor's ’s considering and processing said requestrequest (the “Assignment/Sublease Request Processing Fee”). Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested (see also Paragraph 36)requested. Whether or not Lessor shall grant consent, Lessee shall pay reimburse Lessor for all reasonable attorneys’ fees and out of pocket costs actually incurred by Lessor in connection with reviewingthe consideration of any request, approving, drafting, and consummating, if applicable, any assignment or sublease requested by Lessee.including reasonable attorneys’ fees; (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such subleaseassignment, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease[***] The asterisks denote that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. assignment, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. Lessee Each sublease of the Premises or any part thereof shall provide any assignee or sublessee with a complete copy be subject and subordinate to the provisions of this Lease and a copy of all Rules and Regulations the sublessee shall affirm same in effect at the time of said assignment or sublease.such sublease;and (g) Lessor's consent to any assignment or subletting shall not transfer Unless Lessor specifically consents in writing to the assignee assignment of the Renewal Option to an assignee, such Renewal Option is not assignable or sublessee any Option granted to the original Lessee assumable or assumed by this Lease unless such transfer is specifically consented to by Lessor in writing. (See also Paragraph 39.2)assignee.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no any assignment or subletting shallshall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, ; (ii) release Lessee of any obligations hereunder, ; or (iii) alter after the primary liability of Lessee for PAGE 6 OF 11 Initials /s/ Illegible REVISED ------------- the payment of Rent or for the performance of any other obligations to be performed by Lessee, (iv) release the Guarantor, if any, of any obligations hereunder, or (v) be effective without the express written acknowledgment by Guarantor of its continuing obligations under the Guaranty, if any. (b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor not the acceptance of Rent or of performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,500500 or ten percent (10%) of the current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested (see also Paragraph 36). Whether or not Lessor shall grant consent, Lessee shall pay all reasonable attorneys’ fees and costs incurred by Lessor in connection with reviewing, approving, drafting, and consummating, if applicable, any assignment or sublease requested by Lesseerequested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. Lessee shall provide any assignee or sublessee with a complete copy of this Lease and a copy of all Rules and Regulations in effect at the time of said assignment or sublease. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See also Paragraph 39.2)