Common use of Assignment and Subletting Clause in Contracts

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersnot, without the prior written consent of Landlord in each instance. If (which consent may be withheld arbitrarily) (i) assign, convey or mortgage this Lease be assignedor any interest hereunder (ii) permit to occur or permit to exist, any assignment of this Lease, any lien upon the Lease, the Premises or Tenant’s interest therein, or if any change in the demised premises control of Tenant (of any level), by sale of stock, transfer of partnership interest, merger, operation of law or any other manner, in a single transaction or series of transactions; (iii) sublet the Premises or any part thereof be underlet thereof; or occupied (iv) permit the use of the Premises by anybody any parties other than TenantTenant and its employees, provided however, that Landlord’s consent shall not be unreasonably withheld in the case of any assignment by Tenant to OpNext Inc. or any majority owned Subsidiary of OpNext Inc. that is operating the Business in Japan for so long as (a) Landlord may, after default by Tenant, collect rent from and its Affiliates directly or indirectly hold voting securities of OpNext Inc. representing a majority voting interest in OpNext Inc. or have the assignee, undertenant or occupant, and apply the net amount collected right to designate a majority of OpNext Inc. directors pursuant to the rent herein reservedStockholder’s Agreement, but no assignment(b) Tenant remains liable for the performance of any such assignee’s obligations hereunder and any liability incurred for the performance of any such assignee’s obligations hereunder and any liability incurred in connection therewith, underletting, occupancy or collection (c) such assignment does not results in any additional costs for which Landlord shall be deemed a waiver of liable and (d) such assignee is located in Japan that is engaged in the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release same Business of Tenant from for the further performance by Tenant of covenants use as contemplated in Section 3 above. Any such action on the part of Tenant herein containedshall be void and of no effect. Landlord’s consent to any assignment, subletting or transfer or Landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under his Lease. Landlord’s consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future assignment, subletting, or transfer. Except for the agreement of Landlord setforth in Section 4 (b) herein, Landlord shall have the absolute right to assign or otherwise transfer its interest in this Lease to any parent or operating Subsidiary of Landlord or Landlord’s parent, or Subsidiary of the parent of Landlord or Landlord’s parent, or to a corporation with which Landlord or Landlord’s parent may merge or consolidate, or to any entity or person acquiring a majority of all of Landlord’s assets. The consent by Landlord to an assignment parties agree that this Lease does not restrict or underletting shall not refer in any way be construed manner to relieve Tenant from obtaining the express consent a change in writing control or change in shareholders, directors, management or organization of Landlord to any further assignment Landlord’s parent or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all Landlord, or any portion Subsidiary, Affiliate or associate of its sublet spacethe parent of Landlord’s parent or Landlord, or otherwise suffer to the issuance, sale, purchase or permit disposition of the sublet space shares of Landlord’s parent or Landlord, or any part thereof to be used Subsidiary, Affiliate or occupied by others, without associate of Landlord's prior written consent in each instance. A modification, amendment ’s parent or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedLandlord.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 28.1 Tenant shall not transfer, dispose, assign, mortgage mortgage, or encumber hypothecate this Lease, nor underletin whole or in part, or suffer or permit the demised premises use of the Premises by any person or persons other than Tenant, or sublet the Premises, or any part thereof to (each of the foregoing shall be used or occupied by others, a "Transfer") without the prior written consent of Landlord in each instance, which may be withheld in Landlord's sole discretion. Such prohibition against Transfer shall include any transfer by operation of law and any transfer of this Lease from the Tenant by merger, consolidation, transfer of assets, or liquidation. In the event that Tenant hereunder is a corporation, an unincorporated association, or a partnership, the transfer, assignment, or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate in excess of twenty percent (20%) in any continuous twelve-month period shall be deemed a Transfer requiring Landlord's prior consent. 28.2 Any Transfer without ▇▇▇▇▇▇▇▇'s consent shall, at Landlord's sole discretion, be void, and shall constitute a default hereunder which, at the option of Landlord, shall result in the termination of this Lease or exercise of ▇▇▇▇▇▇▇▇'s other remedies hereunder. Consent to any Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer, and the terms of such consent shall be binding upon any person holding by, under, or through Tenant. 28.3 If this Lease be assigned, or if the demised premises all or any part thereof be underlet portion of the Premises is Transferred or occupied by anybody any person other than Tenant, Landlord may, after default by Tenant, may collect rent and other charges from the assignee, undertenant or occupant, such other party and apply the net amount collected to the rent herein reservedand other charges reserved hereunder, but no assignment, underletting, occupancy or such collection shall be deemed a not constitute consent or waiver of the provisions hereofnecessity of consent to such Transfer, nor shall such collection constitute the acceptance recognition of the such assignee, undertenant sublessee, or occupant other party as tenant, Tenant hereunder or a release of Tenant from the further performance by Tenant of all of the covenants on the part and obligations of Tenant herein contained. The In the event that Landlord shall consent by to a Transfer, Tenant shall pay to Landlord a fee equal to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten percent (10%) days thereafter, at Tenantof one month's expense, by filing rent for expenses incurred in connection with processing of documents necessary to the bond required by law, or otherwisegiving of such consent, and paying any other necessary sums, shall include with the request for consent a copy of the proposed transfer document and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien adequate financial information for brokerage services renderedthe proposed transferee.

Assignment and Subletting. 9.1 Tenant shall not have the right to assign or pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assignmake, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises such assignment, subleasing or any part thereof to be used or occupied by others, occupancy without the prior written consent of Landlord, such consent not to be unreasonably withheld or delayed, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least sixty (60) days but no more than one hundred twenty (120) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in each instance. If this Lease be assignedand for compliance with all of its other obligations under the terms, or provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the demised premises Premises or any part thereof be underlet of them are then assigned or occupied sublet, Landlord, in addition to any other remedies provided in this Lease or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant under this Lease, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant novation or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on Tenant’s obligations under this Lease. 9.3 In addition to Landlord’s right to approve of any subtenant or assignee, Landlord shall have the part option, in its sole discretion, in the event of Tenant herein containedany proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The consent option shall be exercised, if at all, by Landlord giving Tenant written notice given by Landlord to an Tenant within thirty (30) days following Landlord’s receipt of Tenant’s written notice as required above. However, if Tenant notifies Landlord, within five (5) days after receipt of Landlord’s termination notice, that Tenant is rescinding its proposed assignment or underletting sublease, the termination notice shall not be void and the Lease shall continue in full force and effect. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, the Term of this Lease shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Premises, the rent to be paid from time to time during the unexpired Term shall ▇▇▇▇▇ proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be less than that of the Premises as of the date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any way outstanding commission obligation which may be construed to relieve Tenant from obtaining the express consent in writing due and owing as a result of Landlord to any further proposed assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenantsubletting, whether or not actually performedthe Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant. 9.4 In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to Landlord as additional rent an amount equal to one hundred percent (100%) of any Increased Rent (as defined below), less the Costs Component (as defined below), when and as such Increased Rent is received by Tenant. As used in this Section, “Increased Rent” shall mean the excess of (i) all rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such time. For purposes of the foregoing, any consideration received by Tenant in form other than cash shall be valued at its fair market value as determined by Landlord in good faith. The “Costs Component” is that amount which, if paid monthly, would fully amortize on a straight-line basis, over the entire period for which Tenant is to receive Increased Rent, the same shall be discharged reasonable costs incurred by Tenant within ten (10) days thereafterfor leasing commissions and tenant improvements in connection with such sublease, at Tenant's expense, by filing the bond required by law, assignment or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedtransfer.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assignvoluntarily or by operation of law, mortgage (1) mortgage, pledge, hypothecate or encumber this LeaseLease or any interest herein, nor underlet(2) assign or transfer this Lease or any interest herein, or suffer or permit sublease the demised premises Premises or any part thereof thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to be used occupy or occupied by othersuse the Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, which consent shall not be withheld unreasonably as set forth below in this Paragraph 23, provided that Tenant is not then in Default under this Lease. Tenant shall not voluntarily or by operation of law assign or transfer any right or interest under this Lease, including, but not limited to, the right to initiate any collections, lawsuits, audits or other findings of fact. (b) When Tenant requests Landlord’s consent to such assignment or subletting, it shall notify Landlord in each instance. If this Lease writing of the name and address of the proposed assignee or subtenant, the nature and character of the business of the proposed assignee or subtenant, and the proposed assignee’s or subtenant’s proposed use of the Premises, and shall provide current and prior annual financial statements for the preceding three (3) years for the proposed assignee or subtenant, which financial statements shall be assignedaudited, or if audited financial statements are unavailable, such statements shall be certified by the demised premises chief financial officer of the proposed assignee or subtenant, and shall in any event be prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the proposed sublease or assignment agreement, or, in the case of an assignment by operation of law, a copy of the proposed agreement that would affect the assignment, in all cases including all material terms and conditions thereof, and all other information reasonably requested by Landlord concerning the proposed sublease or assignment and the parties involved therein. Landlord shall have the option, to be exercised within thirty (30) days of receipt of the foregoing, to (1) if Tenant proposes to assign this Lease or sublet substantially all of the rentable area of the Premises for substantially the remainder of the Term, in each case other than in connection with a Permitted Transfer, terminate this Lease, (2) consent to the proposed assignment or sublease, or (3) refuse its consent to the proposed assignment or sublease, provided that (A) such consent shall not be unreasonably withheld so long as Tenant is not then in Default, and (B) in the case of a sublease, as a condition to providing such consent, Landlord may require attornment from the proposed subtenant on terms and conditions of the proposed sublease and as otherwise acceptable to Landlord. If Landlord elects to terminate this Lease as provided in the foregoing clause (1), then Landlord shall have the additional right to negotiate directly with Tenant’s proposed assignee or subtenant and to enter into a direct lease or occupancy agreement with such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, but not limited to, any claims for any compensation or profit related to such lease or occupancy agreement. (c) Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be entitled to consider all reasonable criteria including, but not limited to, the following: (1) whether the proposed subtenant or assignee is engaged in a business which, and the use of the Premises will be in a manner which, is in keeping with the then character and nature of all other tenancies in the Project, (2) whether the use to be made of the Premises by the proposed subtenant or assignee will conflict with any so-called “exclusive” use then in favor of any other tenant of the Project, and whether such use would be prohibited by any other provision of this Lease, including any Rules and Regulations then in effect, or under applicable Laws, and whether such use imposes a greater load upon the Premises and the Building and Project services than imposed by Tenant and (3) the creditworthiness and financial stability of the proposed assignee or subtenant. In any event, Landlord may withhold its consent to any assignment or sublease, if any one or more of the following circumstances apply: (i) the actual use proposed to be conducted in the Premises or portion thereof conflicts with the provisions of Paragraph 9(a) or (b) above, (ii) the portion of the Premises proposed to be sublet does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with governmental safety and other codes, (iii) the proposed subtenant or assignee is either a governmental or quasi-governmental agency or instrumentality thereof; (iv) the proposed subtenant or assignee, or any part thereof be underlet person or occupied by anybody other than entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or assignee, either (x) occupies space in the Project at the time of the request for Landlord’s consent, or (y) is negotiating with Landlord or has negotiated with Landlord to lease space in the Project during the six (6) month period immediately preceding the date Landlord receives Tenant’s request for consent, and, in each case, Landlord mayhas suitable available space in the Project; or (v) if the proposed subtenant or assignee is a Prohibited Person, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by defined in Paragraph 47. (d) If Landlord to approves an assignment or underletting subletting, Tenant shall not pay to Landlord, as Additional Rent, fifty percent (50%) of any Transfer Premium received by Tenant. The term “Transfer Premium” means all rent, additional rent, and other consideration paid by an assignee or subtenant in any way be construed to relieve Tenant from obtaining excess of the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged Rent payable by Tenant within ten under this Lease (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.on a rentable square foot

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assignvoluntarily or by operation of law, mortgage (1) mortgage, pledge, hypothecate or encumber this Lease or any interest herein, (2) assign or transfer this Lease or any interest herein, sublease the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the written consent of Landlord, which consent shall not be withheld unreasonably as set forth below in this Paragraph 23 provided that (i) Tenant is not then in Default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, or both, would constitute a Default hereunder, and (ii) Tenant has not previously assigned or transferred this Lease or any interest herein or subleased the Premises or any part thereof. A transfer of greater than a fifty percent (50%) interest (whether stock, partnership interest, membership interest or otherwise) of Tenant, either in one (1) transaction or a series of transactions shall be deemed to be an assignment under this Lease. (b) When Tenant requests Landlord’s consent to such assignment or subletting, it shall notify Landlord in writing of the name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide current and prior financial statements for the proposed assignee or subtenant, which financial statements shall be audited to the extent available and shall in any event be prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the proposed sublease or assignment agreement, including all material terms and conditions thereof. Landlord shall have the option, to be exercised within thirty (30) days of receipt of the foregoing, to (1) terminate this Lease as of the commencement date stated in the proposed sublease or assignment, but only if Tenant proposes to assign all of its interest in this Lease or sublet fifty percent (50%) or more of the rentable area of the Building, (2) sublease or take an assignment, as the case may be, from Tenant of the interest, or any portion thereof, in this Lease and/or the Premises that Tenant proposes to assign or sublease, on the same terms and conditions as stated in the proposed sublet or assignment agreement, (3) consent to the proposed assignment or sublease, or (4) refuse its consent to the proposed assignment or sublease, providing that such consent shall not be unreasonably withheld so long as Tenant is not then in Default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, or both, would constitute a Default hereunder. In the event Landlord elects to terminate this Lease or sublease or take an assignment from Tenant of the interest, or portion thereof, in this Lease and/or the Premises that Tenant proposes to assign or sublease as provided in the foregoing clauses (1) and (2), respectively, then Landlord shall have the additional right to negotiate directly with Tenant’s proposed assignee or subtenant and to enter into a direct lease or occupancy agreement with such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for any compensation or profit related to such lease or occupancy agreement. (c) Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be entitled to consider all reasonable criteria including, but not limited to, the following: (1) whether or not the proposed subtenant or assignee is engaged in a business which, and the use of the Premises will be in an manner which, is in keeping with the then character and nature of all other tenancies in the Project, (2) whether the use to be made of the Premises by the proposed subtenant or assignee will conflict with any so-called “exclusive” use then in favor of any other tenant of the Building or the Project, and whether such use would be prohibited by any other portion of this Lease, nor underletincluding, but not limited to, any rules and regulations then in effect, or suffer under applicable Laws, and whether such use imposes a greater load upon the Premises and the Building and Project services then imposed by Tenant, (3) the business reputation of the proposed individuals who will be managing and operating the business operations of the assignee or subtenant, and the long-term financial and competitive business prospects of the proposed assignee or subtenant, and (4) the creditworthiness and financial stability of the proposed assignee or subtenant in light of the responsibilities involved. In any event, Landlord may withhold its consent to any assignment or sublease, if (i) the actual use proposed to be conducted in the Premises or portion thereof conflicts with the provisions of Paragraph 9(a) or (b) above or with any other lease which restricts the use to which any space in the Building or the Project may be put, (ii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with governmental safety and other codes, (iii) the demised premises proposed sublessee or assignee is either a governmental agency or instrumentality thereof; (iv) the proposed sublessee or assignee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed sublessee or assignee, either (x) occupies space in the Project at the time of the request for consent, or (y) is negotiating with Landlord or has negotiated with Landlord to lease space in the Project during the six (6) month period immediately preceding the date Landlord receives Tenant’s request for consent; and (v) if the proposed subtenant or assignee is a Prohibited Person, as defined in Paragraph 48. (d) As a further condition to any rights Tenant may have under this Lease to sublet all or any portion of the Premises, Tenant shall offer space for sublease at a starting base rental rate no lower than Landlord’s then current highest asking base rental rate for comparable space in the Project which is then on the market for direct lease. If there is no comparable space in the Project then currently on the market for direct lease, Tenant shall offer the space for sublease at a starting base rental rate no lower than the fair market rental rate for such space. (e) If Landlord approves an assignment or subletting as herein provided, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the excess, if any, rent and any additional rent or other concessions payable by the assignee or sublessee to Tenant, less reasonable and customary market-based leasing commissions, if any, incurred by Tenant in connection with such assignment or sublease, which commissions shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease, minus (2) Base Rent plus Additional Rent allocable to that part of the Premises affected by such assignment or sublease pursuant to the provisions of this Lease. The assignment or sublease agreement, as the case may be, after approval by Landlord, shall not be amended without Landlord’s prior written consent, and shall contain a provision directing the assignee or subtenant to pay the rent and other sums due thereunder directly to Landlord upon receiving written notice from Landlord that Tenant is in default under this Lease with respect to the payment of Rent. In the event that, notwithstanding the giving of such notice, Tenant collects any rent or other sums from the assignee or subtenant, then Tenant shall hold such sums in trust for the benefit of Landlord and shall immediately forward the same to Landlord. Landlord’s collection of such rent and other sums shall not constitute an acceptance by Landlord of attornment by such assignee or subtenant. A consent to one assignment, subletting, occupation or use shall not be deemed to be a consent to any other or subsequent assignment, subletting, occupation or use, and consent to any assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any assignment or subletting without Landlord’s consent shall be void, and shall, at the option of Landlord, constitute a Default under this Lease. (f) Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease shall at all times remain fully and primarily responsible and liable for the payment of the Rent and for compliance with all of Tenant’s other obligations under this Lease (regardless of whether Landlord’s approval has been obtained for any such assignment or subletting). (g) Tenant shall pay Landlord’s reasonable fees (including, without limitation, the fees of Landlord’s counsel), incurred in connection with Landlord’s review and processing of documents regarding any proposed assignment or sublease. (h) A consent to one assignment, subletting, occupation or use shall not be deemed to be a consent to any other or subsequent assignment, subletting, occupation or use, and consent to any assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any assignment or subletting without Landlord’s consent shall be void, and shall, at the option of Landlord, constitute a Default under this Lease. (i) Tenant acknowledges and agrees that the restrictions, conditions and limitations imposed by this Paragraph 23 on Tenant’s ability to assign or transfer this Lease or any interest herein, to sublet the Premises or any part thereof, to transfer or assign any right or privilege appurtenant to the Premises, or to allow any other person to occupy or use the Premises or any portion thereof, are, for the purposes of California Civil Code Section 1951.4, as amended from time to time, and for all other purposes, reasonable at the time that this Lease was entered into, and shall be deemed to be reasonable at the time that Tenant seeks to assign or transfer this Lease or any interest herein, to sublet the Premises or any part thereof, to transfer or assign any right or privilege appurtenant to the Premises, or to allow any other person to occupy or use the Premises or any portion thereof. (j) Notwithstanding anything in this Lease to the contrary, in the event Landlord consents to an assignment or subletting by Tenant in accordance with the terms of this Paragraph 23, Tenant’s assignee or subtenant shall have no right to further assign this Lease or any interest therein or thereunder or to further sublease all or any portion of the Premises. In furtherance of the foregoing, Tenant acknowledges and agrees on behalf of itself and any assignee or subtenant claiming under it (and any such assignee or subtenant by accepting such assignment or sublease shall be deemed to acknowledge and agree) that no sub-subleases or further assignments of this Lease shall be permitted at any time. (k) If this Lease is assigned, whether or not in violation of the provisions of this Lease, Landlord may collect Rent from the assignee. If the Premises or any part thereof to be is sublet or used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody anyone other than Tenant, whether or not in violation of this Lease, Landlord may, after default Default by Tenant, collect rent Rent from the assignee, undertenant subtenant or occupant. In either event, and Landlord may apply the net amount collected to the rent herein reservedRent, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of any of the provisions hereofof this Paragraph 23, or the acceptance of the assignee, undertenant subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedTenant’s obligations under this Lease. The consent by Landlord to an assignment assignment, mortgaging, pledging, encumbering, transfer, use, occupancy or underletting subletting pursuant to any provision of this Lease shall not not, except as otherwise provided herein, in any way be construed considered to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease other or further sublet all assignment, mortgaging, pledging, encumbering, transfer, use, occupancy or any portion of its sublet space, subletting. References in this Lease to use or otherwise suffer occupancy by anyone other than Tenant shall not be construed as limited to subtenants and those claiming under or permit the sublet space through subtenants but as including also licensees or any part thereof to be used others claiming under or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for through Tenant, whether immediately or not actually performed, remotely. The listing of any name other than that of Tenant on any door of the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing Premises or on any directory or in any elevator in the bond required by lawBuilding, or otherwise, shall not, except as otherwise provided herein, operate to vest in the person so named any right or interest in this Lease or in the Premises, or be deemed to constitute, or serve as a substitute for, or any waiver of, any prior consent of Landlord required under this Paragraph 23. (l) Each subletting and/or assignment pursuant to this Paragraph shall be subject to all of the covenants, agreements, terms, provisions and paying conditions contained in this Lease and each of the covenants, agreements, terms, provisions and conditions of this Lease shall be automatically incorporated therein. If Landlord shall consent to, or reasonably withhold its consent to, any other necessary sumsproposed assignment or sublease, and Tenant agrees to indemnify Landlord and its agents shall indemnify, defend and hold them harmless Landlord against and from and against any and all claimsloss, losses or liability liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar fee in connection with the proposed assignment or sublease. (m) Notwithstanding anything to the contrary contained in this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, during the initial Term, upon written notice to Landlord, but without Landlord’s consent, may assign this Lease to a corporation or other business entity (each herein called a “Related Corporation”) which shall control, be controlled by, or be under common control with, Tenant, provided that such lien for brokerage services rendered.Related Corporation does not store, use, or maintain hazardous materials at the Premises, and provided, further, that in Landlord’s reasonable judgment, the Tangible Net Worth of the Related Corporation immediately following the assignment is substantially equal to

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, Not without the prior written consent of Landlord in each instance. If to assign this Lease be assignedLease, to make any sublease, or if to permit occupancy of the demised premises Premises or any part thereof be underlet or occupied by anybody anyone other than Tenant, Landlord may, after default voluntarily or by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver operation of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not law (it being understood that in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall Landlord consent to any permitted sublessee assign or encumber its such assignment, sublease or occupancy if the same is on terms more favorable to the successor occupant than to the then occupant); as additional rent, to reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. ▇▇▇▇▇▇▇▇'s consent to any proposed assignment or subletting is required both as to the terms and conditions thereof, and as to the creditworthiness of the proposed assignee or subtenant and the consistency of the proposed assignee's or subtenant's business with other uses and tenants in the Building. ▇▇▇▇▇▇▇▇'s consent to assignment or subletting by Tenant shall not be unreasonably withheld, provided that Tenant is not then in default under this Lease and such assignee or subtenant pays therefor the greater of the Annual Rent and additional rent then payable hereunder, or the then fair market rent for the Premises; and provided further sublet all that Landlord shall not be deemed unreasonable for withholding its consent to any assignment or subletting the arrangements for which are to be made through any broker other than Landlord or its affiliates. In the event that any assignee or subtenant pays to Tenant any amounts in excess of the Annual Rent and additional rent then payable hereunder, or pro rata portion thereof on a square footage basis for any portion of its the Premises, Tenant shall promptly pay 50% of said excess to Landlord as and when received by Tenant after credit to Tenant for all reasonable out-of-pocket costs incurred by Tenant in connection therewith. If Tenant requests ▇▇▇▇▇▇▇▇'s consent to assign this Lease or sublet spacemore than 25% of the Premises, or otherwise suffer or permit Landlord shall have the sublet space or any part thereof option, exercisable by written notice to be used or occupied by othersTenant given within 10 days after receipt of such request, without Landlord's prior written consent in each instance. A modification, amendment or extension to terminate this Lease as of a sublease date specified in such notice which shall not be deemed less than 30 or more than 60 days after the date of such notice; If, at any time during the Term of this Lease, Tenant is: (i) a sublease. if any lien is filed against the demised premises corporation or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, trust (whether or not actually performedhaving shares of beneficial interest) and there shall occur any change in the identity of a majority of the persons then having power to participate in the election or appointment of the directors, trustees or other persons exercising like functions and managing the same affairs of Tenant; or (ii) a partnership or association or otherwise not a natural person (and is not a corporation or a trust) and there shall be discharged by occur any change in the identity of a majority of the persons who then are members of such partnership or association or who comprise Tenant; Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify shall so notify Landlord and its agents Landlord may terminate this Lease by notice to Tenant given within 90 days thereafter if, in Landlord's reasonable judgement; the credit of Tenant is thereby impaired. This paragraph shall not apply if the initial Tenant named herein is a corporation and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedthe outstanding voting stock thereof is listed on a recognized securities exchange.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (i) Tenant shall not assign, mortgage or encumber this Lease, nor underletsublet, or suffer or permit the demised premises Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. If this Lease be assigned, or if the demised premises Premises or any part thereof be underlet sublet or occupied by anybody anyone other than Tenant, without Landlord's prior written consent, Landlord may, after default by Tenant, may collect rent from the assignee, undertenant subtenant or occupant, and apply the net amount collected to the rent herein reservedRent, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance by Landlord of the assignee, undertenant subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of its covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting subletting shall not in any way be construed to relieve Tenant from obtaining the express Landlord's written consent in writing of Landlord to any further assignment or underletting. In no event subletting. (ii) For the purposes of this Lease, an "assignment" prohibited by this section shall be deemed to include the following: if Tenant is a partnership, a withdrawal or change (voluntary, involuntary, by operation of law, or otherwise) of any permitted sublessee assign of the partners thereof, or encumber its sublease the dissolution of the partnership; or, if Tenant consists of more than one person, a purported assignment, transfer, mortgage or further sublet all encumbrance (voluntary, involuntary, by operation of law, or otherwise) from one thereof to the other or others thereof; or, if Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or any portion change in the ownership (voluntary, involuntary, by operation of law, creation of new stock, or otherwise) of 50% or more of its sublet spacecapital stock from the ownership existing on the date of execution hereof, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by otherssale of 50% of the value of the assets of Tenant. (iii) Notwithstanding the foregoing, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within but upon ten (10) days thereafterdays' written notice to Landlord by Tenant, at this Lease may be assigned, or the Premises may be sublet, to any corporation which is a parent, subsidiary or affiliate of Tenant. For the purposes of this section, a "parent" shall mean a corporation which owns 100% of the outstanding stock of Tenant, a "subsidiary" shall mean any corporation 100% of whose outstanding stock shall be owned by Tenant, and an "affiliate" shall mean any corporation 100% of whose outstanding stock shall be owned by Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedparent.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it A. Tenant shall not have the right to assign, mortgage sublet, transfer or encumber this Lease, nor underletor any interest therein, by operation of law or suffer otherwise without the prior consent of Landlord. Any assignee, sublessee or permit transferee of Tenant's interest in this Lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer shall relieve Tenant of its liability hereunder. Upon the demised occurrence of an "event of default" as hereinafter defined, if the premises or any part thereof are then assigned or sublet, Landlord, in addition to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assignedany other remedies herein provided, or if the demised premises provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any part thereof be underlet or occupied by anybody other than Tenant, sums due to Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupantTenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord Tenant's obligations hereunder. B. If this Lease is assigned to any further assignment person or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion entity pursuant to the provisions of its sublet spacethe Bankruptcy Code, or otherwise suffer or permit 11 U.S.C. Section 101 et seq., (the sublet space or any part thereof to be used or occupied by others"Bankruptcy Code"), without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimsmonies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, losses shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or liability resulting from of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. C. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease on and after the date of such lien for brokerage services renderedassignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not voluntarily, involuntarily, or by operation of law assign, mortgage transfer, hypothecate or otherwise encumber this LeaseLease or Tenant’s interest therein, nor underlet, or suffer and shall not sublet or permit the demised premises use by others of the Premises or any part thereof without first obtaining Landlord’s written consent, which consent shall not be unreasonably withheld or delayed. A merger, consolidation, reorganization or acquisition of all of the assets or stock of Tenant in which the surviving entity (a) acquires all of the assets of Tenant as a going concern and continues the business of Tenant at the Premises, and (b) assumes, or is deemed by law to be used or occupied by othersliable for, without all of the prior written consent liabilities of Landlord in each instance. If Tenant under the Lease, shall be considered an assignment for purposes of this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reservedLease, but no assignment, underletting, occupancy or collection shall be deemed not require Landlord’s consent. Consent once given shall not operate as a waiver of the provisions hereofnecessity for obtaining Landlord’s consent to any subsequent assignment, transfer, hypothecation or sublease. Any such assignment or transfer without Landlord’s consent shall be void and shall, at Landlord’s option, constitute a material breach of this Lease. No interest in this Lease shall be assignable by operation of law. Landlord’s approval of any assignment or subletting shall not eliminate Tenant’s liability for all obligations contained herein during the acceptance remainder of the assigneeLease Term. If Tenant is a partnership, undertenant or occupant as tenantlimited liability company, corporation, or other entity, any transfer of this Lease by merger, consolidation, redemption or liquidation, or any change in the ownership of, or power to vote, which singularly or collectively represents a release majority of the beneficial interest in Tenant, shall constitute an assignment of this Lease under this Section. As a condition to Landlord’s approval, if given, any potential assignee or sublessee otherwise approved by Landlord shall assume all obligations of Tenant from under this Lease and shall be jointly and severally liable with Tenant and any guarantor, if required, for the further payment of Rent and performance by Tenant of covenants on the part all terms of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingthis Lease. In no event connection with any Transfer, Tenant shall any permitted sublessee assign provide Landlord with copies of all assignments, subleases and assumption agreements or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendereddocuments.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal (a) Neither Client nor Client’s representatives, successors and assignsassigns nor any subtenant or assignee will assign, expressly covenants that it shall not assigntransfer, mortgage or otherwise encumber this Lease, nor underlet, Lease or suffer sublet or rent (or permit the demised premises occupancy or use of) the Premises, or any part thereof to thereof, without obtaining the prior written consent of Landlord, which consent will not be used unreasonably withheld as provided in subsection (b) below, nor shall any assignment or occupied transfer of this Lease or the right of occupancy hereunder be effectuated by others, operation of law or otherwise without the prior written consent of Landlord. At the time Client requests Landlord’s consent, it shall provide all documents relating to the assignment or sublease. At the time Client requests Landlord’s consent, it shall provide all documents relating to the assignment or sublease, together with a fee of $1,000.00 for the cost incurred by Landlord in each instance. If this Lease be assigned, or if for its initial review. (b) Subject to the demised premises or any part thereof be underlet or occupied by anybody other than Tenantprovisions of Section 11(c) hereof, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected shall not unreasonably withhold its consent hereunder to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an any assignment or underletting shall not sublease by Client, provided that (x) in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease Client shall be deemed a satisfy each of the following conditions prior to any such sublease becoming effective; and (y) in the event of an assignment, Client shall satisfy the conditions of subsections (i), (ii), (iii), (iv), (v) and (vi) prior to any such assignment becoming effective: (i) Client must first notify Landlord, in writing, of any proposed assignment or sublease, at least thirty (30) days prior to the effective date of such proposed assignment or sublease. if any lien is filed against The notice to Landlord must include a copy of the demised premises assignment or sublease and a copy of the building proposed assignee’s or subtenant’s financial statement for its most recent fiscal year, prepared in accordance with generally accepted accounting principles and certified by a public accountant or an executive officer of which the same form proposed assignee or subtenant. (ii) The assignee or subtenant must have a part for brokerage services claimed credit history satisfactory to Landlord (in Landlord’s reasonable judgment). (iii) Landlord shall not have been performed involved in litigation with the proposed assignee or subtenant. (iv) The assignee or subtenant may not propose to change the use of the premises to a purpose other than as stated in Section 9 hereof, may not conduct its business in a manner which, in Landlord’s reasonable judgment, is not appropriate for Tenantcomparable office buildings in the metropolitan Washington, D.C. area, and may not impose a greater burden than Client on the Building’s facilities, parking areas, common areas, or utilities. (v) The assignee or subtenant may not be a Client, subtenant, or other occupant of any part of the Building, unless Landlord is unable to offer such occupant comparable space elsewhere in the Building. (vi) The Client may not be in default under this Lease, or have committed two events of default hereunder during the previous twelve (12) months, whether cured or not actually performed, not. (vii) The sublease shall contain the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.following clause:

Assignment and Subletting. Tenant(a) Notwithstanding any other provisions of this Lease to the contrary, for itself, its heirs, distributees, executors, administrators, legal representatives, successors the Tenant covenants and assigns, expressly covenants agrees that it shall will not assign, mortgage or encumber assign any of its rights under this Lease, delegate any of its duties hereunder nor underlet, sublet the whole or suffer any part of the Premises; allow any transfer thereof or any lien upon Tenant’s interest by operation of law; sublet the Premises or any part thereof; or permit the demised premises occupancy of the Premises or any part thereof to be used or occupied by othersanyone other than Tenant without, without in each instance, having first received the prior express written consent of the Landlord (which consent with respect to a requested assignment or subleasing may be withheld, delayed or conditioned in each instancethe Landlord’s sole discretion). If this Lease be assignedIn the event that Tenant hereunder is a corporation, limited liability company or if other legal entity, then any change in the demised premises ownership of the majority of the outstanding capital stock or beneficial ownership of the Tenant or any part thereof be underlet merger or occupied by anybody other than consolidation or transfer of substantially all the assets of the Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver an assignment of this Lease. Any such request shall set forth, in detail reasonably satisfactory to the Landlord, the identification of the provisions hereofproposed assignee or subtenant, its financial condition and the terms on which the proposed assignment or subletting is to be made, including (without limitation) the rent and any other consideration to be paid in respect thereto. Notwithstanding the foregoing, however, Tenant may assign this Lease or participate in a transaction that is deemed to be an assignment of this Lease with at least twenty (20) days’ prior written notice to the Landlord (and without Landlord’s prior written consent) to any entity which is directly or indirectly controlled by or under common control with Tenant or to any entity which shall acquire all or substantially all of the stock or assets of Tenant, or participate in a merger or consolidation or a transaction where the majority of the beneficial interests are transferred, provided that the net worth of the assignee (or deemed assignee) is equal or greater than the net worth of the Tenant at the Commencement Date of this Lease and provided that the Tenant provides to the Landlord at least thirty (30) days prior to the effective date of such assignment in form satisfactory to Landlord a written agreement whereby such assignee assumes all the obligations under this Lease, agrees to bound by its terms, provides the evidence of its net worth and the insurance required hereunder with respect to the assignee or deemed assignee. Any and every such assignment, delegation, sublet, mortgage, transfer, lien or occupancy is expressly subject to the further requirements and limits provided in Article 12 below. (b) It shall be a condition of the validity of any such consented-to assignment or consented-to subletting that the assignee or subtenant agrees directly with the Landlord, in form satisfactory to the Landlord, to be bound by all the obligations of the Tenant hereunder, including (without limitation) the obligation to pay Net Rent, Additional Rent and other amounts provided under this Lease and the covenant against assignment or subletting; provided, however, the acceptance by Landlord of any Rent from any subtenant or assignee or the failure of Landlord to insist upon a strict performance of any of the assigneeterms, undertenant conditions and covenants herein from any assignee or occupant as tenantsubtenant shall not release Tenant herein, or a release from any and all of the obligations herein during and for the entire Term of this Lease. (c) In the event the Tenant from requests that the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord consents to an assignment or underletting subleasing, then the Tenant shall not in any way be construed provide the Landlord with a copy of the proposed sublease or assignment documents, (d) Unless otherwise agreed to relieve Tenant from obtaining the express consent in writing of Landlord to any further by Landlord, no assignment or underletting. In no event subletting by Tenant shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet spacereduce, diminish, or otherwise suffer or permit affect the sublet space or any part thereof liability of Tenant hereunder and the Tenant named herein shall remain fully liable for the obligations of the Tenant hereunder, including (without limitation) the obligation to be used or occupied by otherspay Net Rent, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, Additional Rent and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedamounts provided under this Lease.

Assignment and Subletting. TenantLessee's interest in this Lease is not ------------------------- assignable, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage by operation of law or encumber this Leaseotherwise, nor underletshall Lessee have the right to sublet the Premises, transfer any interest of Lessee's therein, or suffer or permit any use of the demised premises or any part thereof to be used or occupied Premises by othersanother party, without the prior written consent of Landlord in each instanceLessor to such assignment, subletting, or transfer of use, which consent shall not be unreasonably withheld or delayed. If this Lease be assignedLessee is a partnership, a withdrawal or change, voluntary, involuntary, or if by operation of law, of any partner (s) owning fifty percent (50%) or more of the demised premises partnership, of the dissolution of the partnership, shall be deemed as a voluntary assignment. If Lessee consists of more than one person, a purported assignment, voluntary, involuntary, or any part thereof be underlet or occupied by anybody other than Tenantoperation of law, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected one person to the rent herein reservedother or from a majority of persons to the others, but no assignment, underletting, occupancy or collection shall be deemed a waiver voluntary assignment. If Lessee is a corporation, any dissolution, merger, consolidation, or other reorganization of Lessee, or the sale or other transfer of a controlling percentage of the provisions hereofcapital stock of Lessee, the acceptance or sale of at least fifty-one percent (51%) of the assigneevalue of the assets of Lessee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a subleasevoluntary assignment. if any lien is filed against The phrase "controlling percentage" means the demised premises or ownership of, and the building right to vote, stock possessing at least fifty- one percent (51%) of the total combined voting power of all classes of Lessee's capital stock issued, outstanding, and entitled to vote for the election of directors. This Paragraph shall not apply to corporations the stock of which is traded through an exchange or over the same form counter. In the event of any subletting or transfer which is consented to, or not consented to, by Lessor, a subtenant or transferee agrees to pay monies or other consideration, whether by increased rent or otherwise, in excess of or in addition to those provided for herein, then all of such excess or additional monies or other consideration (after first deducting Lessee's reasonable costs associated with said subletting or transfer) shall be paid solely to Lessor, and this shall be one of the conditions to obtaining Lessor's consent. Lessee immediately and irrevocably assigns to Lessor, as security for Lessee's obligations under this Lease, all rent from any subletting of all or a part of the Premises as permitted by this Lease, and Lessor, as assignee and as attorney-in-fact for brokerage services claimed Lessee, or a receiver for Lessee appointed on Lessor's application, may collect such rent and apply it toward Lessee's obligations under this Lease; except that, until the occurrence of an act of default by the Lessee, Lessee shall have the right to have been performed for Tenantcollect such rent. A consent to one assignment, subletting, occupation, or use by another party shall not be deemed to be a consent to any subsequent assignment, subletting, occupation, or use by another party. Any assignment or subletting without such consent shall be void and shall, at the option of the Lessor, terminate this Lease. Lessor's waiver or consent to any assignment or subletting hereunder shall not relieve Lessee from any obligation under this Lease unless the consent shall so provide. If Lessee requests Lessor to consent to a proposed assignment or subletting, Lessee shall pay to Lessor, whether or not actually performedconsent is ultimately given, the same shall be discharged by Tenant within ten (10) days thereafter, at TenantLessor's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from reasonable attorneys' fees incurred in conjunction with each such lien for brokerage services renderedrequest.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage assign this Lease or encumber this Lease, nor underletany interest therein, or suffer sublet the Premises or any portion thereof or permit other persons to occupy the demised premises Premises or any part thereof to be used thereof, or occupied by othersgrant any license or concession for all or any part of the Premises, without the prior written consent of Landlord Landlord, which consent may be granted or withheld in each instancethe sole and absolute discretion of Landlord, and no permitted assignment or subletting shall relieve Tenant of Tenant's covenants and agreements hereunder. If No assignment or transfer of this Lease may be assignedeffected by merger, consolidation, dissolution, operation of law or if otherwise without the demised premises prior written consent of Landlord, which consent may be granted or withheld in the sole and absolute discretion of Landlord. The consent of Landlord to any part thereof be underlet one assignment or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection sublease pursuant hereto shall not be deemed to be a waiver of the provisions hereofof this Section with respect to any subsequent assignment or sublease. Each such permitted sublease or assignment shall expressly be made subject to the provisions of this Lease, including without limitation, the acceptance use provisions hereof. No assignment or sublet may violate any then existing exclusive uses of other tenants in the Shopping Center or restrictions otherwise binding on tenants of the assigneeShopping Center nor the primary use of any other tenant in the Shopping Center. If Tenant assigns its rights and interests under this Lease, undertenant the assignee under such assignment shall expressly assume all of the obligations of Tenant hereunder, but such assignment and assumption shall not amend or occupant otherwise affect any of the rights of Landlord under this Lease nor shall it affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full effect as tenantobligations of a principal and not as obligations of a guarantor or surety to the same extent as though no assignment had been made. If Tenant shall assign this Lease or sublease the Premises for rent or other consideration in excess of the rent payable hereunder, Landlord shall receive all such excess rent or other consideration as additional rent hereunder. The assignee or sublessee shall be required to make all payments due to Landlord and Landlord shall thereafter, in a prompt manner, remit to Tenant any amounts that may be due Tenant. Tenant shall, concurrently with the execution and delivery of any such permitted assignment or sublease, deliver a duplicate original thereof to Landlord. If Tenant is a partnership, then any dissolution of Tenant or a release withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a subleasevoluntary assignment of this Lease. if If Tenant is a corporation, then any lien is filed against the demised premises dissolution, merger, consolidation or the building other reorganization of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performedany sale or transfer of a controlling interest of the capital stock of Tenant, the same shall be discharged by Tenant deemed an assignment of this Lease. A sale of substantially all of the merchandise on the Premises to one purchaser shall be treated as and deemed to be an assignment of this Lease within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedforegoing provisions of this Section.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If assign this Lease (which assignment may only be assigned, in its entirety) or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of the Premises without Landlord’s prior consent which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the right without Landlord’s prior consent to assign this Lease in its entirety or sublet space, or otherwise suffer or permit the sublet space all or any portion of the Premises to: (i) any corporation, limited liability company or partnership into or with which Tenant may be merged or consolidated; (ii) any corporation, limited liability company or partnership which shall be an affiliate, subsidiary, parent or successor of Tenant; (iii) any company or person who is a joint venturer or partner with Tenant in the use and operation of the Project; (iv) any Vendor/Partner (such Transfers to a Vendor/Partner, a “Vendor Transfer”, and each, of the foregoing, a “Permitted Transfer” and any such transferee, a “Permitted Transferee”); provided that: (x) with respect to a Vendor Transfer, Tenant notifies Landlord of any Permitted Transfer at least fifteen (15) days prior thereto and with respect to any other Permitted Transfer, Tenant notifies Landlord of such Transfer within fifteen (15) days thereafter; (y) except for a Permitted Transfer in which Tenant is the surviving entity, the assignment or subletting is by written agreement and a copy thereof is provided by Tenant to Landlord at least fifteen (15) days thereafter; and (z) any assignment or subletting shall not release Tenant from any of the terms, covenants, conditions or provisions of this Lease. Landlord specifically acknowledges that Tenant may convert its structure into any other type of structure as may be permitted by Laws, and in any such event, the conditions of clauses (x) through (z) shall not apply and Landlord’s consent shall not be required. The sale, issuance or transfer of Tenant’s stock or other equityholders interest shall not, under any circumstances, be deemed an assignment or other transfer of this Lease or the Premises. By way of example and without limitation, the parties agree it shall not be unreasonable for Landlord to withhold consent if, as reasonably determined by Landlord: (a) the proposed assignee or subtenant would use the Premises or Improvements for a purpose or in a manner which is not in strict conformity with all of the requirements of this Lease or (b) the business reputation or character of the proposed assignee or subtenant is not consistent with the operation of the Site as a first class office, science and technology park. Furthermore, notwithstanding anything in the Lease to the contrary, under no circumstances shall Tenant sublet all or any portion of the Premises or the Improvements to any party which is not a Vendor/Partner. (b) Each sublease entered into by Tenant shall contain provisions pursuant to which the subtenant agrees that (a) the sublease is subject and subordinate to this Lease and all amendments and modifications and renewals of this Lease; (b) in the event any person, firm, corporation or other entity (including Landlord) acquires Tenant’s interest in the Premises, the subtenant shall, upon request, attorn to and become the tenant of such person, firm, corporation or other entity upon the same terms and conditions as are set forth in this Lease for the balance of the Term; (c) no such person, firm, corporation or other entity will be liable for the acts or omissions of Tenant as sublessor under the sublease; and (d) the subtenant will give Landlord notice and opportunity to cure any default by Tenant as landlord under the sublease, prior to exercising any remedies by reason of such default. (c) No assignment of this Lease or sublease of the Premises shall release or relieve Tenant of its liabilities and obligations under this Lease. Each assignee of Tenant’s interest under this Lease shall assume and be deemed to have assumed this Lease and shall be and remain liable with Tenant for all payments and for the due performance of all terms, covenants and conditions herein contained on Tenant’s part thereof to be used or occupied by others, without Landlord's prior written consent in each instanceobserved and performed from and after the date of such assignment. A modification, amendment or extension of a sublease No assignment shall be deemed binding upon Landlord unless the assignee shall deliver to Landlord an instrument in form and substance satisfactory to Landlord containing a sublease. if any lien is filed against covenant of assumption by the demised premises assignee, but the failure or the building refusal of which the same form a part for brokerage services claimed an assignee to have been performed for Tenant, whether or not actually performed, execute and deliver the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and not release assignee from its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedas set forth in this Section.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it A. Tenant shall not assignhave the right to assign or pledge this Lease or to sublet the whole or any part of the leased premises, mortgage whether voluntarily or encumber this Leaseby operation of law, nor underlet, or suffer or permit the demised use or occupancy of the leased premises or any part thereof to be used or occupied by othersanyone other than Tenant, without the prior written consent of Landlord, such consent not to be unreasonably withheld, and such restrictions shall be binding upon any assignee or subtenant to which Landlord in each instancehas consented. If this Lease be assignedIn the event Tenant desires to sublet the leased premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the leased premises if the demised rent is determined in whole or in part based upon the income or profits derived by the sublessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of his Lease. Upon the occurrence of an "event of default" (as hereinafter defined), if the leased premises or any part thereof be underlet are then assigned or occupied sublet, Landlord, in addition to any other remedies herein provided or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant from the further performance of Tenant's obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord only where consent is granted by Landlord. B. In addition to, but not in limitation of, Landlord's right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire leased premises, to recapture the portion of the leased premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within sixty (60) days following Landlord's receipt of covenants Tenant's written notice as required above. If this Lease shall be terminated with respect to the entire leased premises pursuant to this paragraph, the term of this Lease shall end on the part date stated in Tenant's notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the term hereof. If Landlord recaptures under this paragraph only a portion of the leased premises, the rent during the unexpired term shall a▇▇▇▇ proportionately based on the rent contained in this Lease as of the date immediately prior to such recapture. Tenant herein contained. The consent shall, at Tenant's own cost and expense, discharge in full any commission obligation which may be due and owing as a result of any assignment or subletting, whether or not the leased premises are recaptured pursuant hereto and rented by Landlord to an the proposed tenant or any other tenant. In the event of the recapture of a portion of the leased premises by Landlord pursuant to the terms of this paragraph, Tenant shall pay all costs associated with the separation of the recaptured premises from the portion not recaptured, including, but without limitation, the cost of all demising partitions, changes in lighting and HVAC distribution systems and all reasonable architectural and/or engineering fees. C. Any assignment or underletting subletting by Tenant pursuant to subparagraph 9A of all or any portion of the leased premises, or termination of the Lease for a portion of the leased premises pursuant to subparagraph 9B, shall automatically operate to terminate each and every right, option, or election, if any exist, belonging to Tenant, including by way of illustration, but not in limitation, any way be construed option to relieve Tenant from obtaining expand its premises or to extend or renew the express consent in writing term of Landlord Tenant's Lease for all or any portion of the leased premises - i.e., such rights and options shall cease as to both space sublet or assigned and as to any further assignment or underletting. In no event portion of the original leased premises retained by Tenant. D. Notwithstanding the terms of 9A-C above, Tenant shall any permitted sublessee assign or encumber its sublease or further have the right to sublet all or any portion of its sublet space, the Premises to any wholly owned subsidiary or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension affiliate of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. 9.01 Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Leaseagreement, nor underlet, or suffer or nor suffer, nor permit the demised premises Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease lease be assigned, or if the demised premises Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's ’s prior written consent in each instance. 9.02 If Tenant shall at any time or times during the term of this lease desire to assign this lease or sublet all or part of the Demised Premises, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by (a) a conformed or photostatic copy of the proposed assignment or sublease, the effective or commencement date of which shall be not less than 60 nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. A modification, amendment or extension of a sublease Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its option, (i) sublease such space (hereinafter referred to as the “Leaseback Space”) from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) terminate this lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises), or (iii) terminate this lease with respect to the Leaseback Space (if the proposed transaction is a sublease of part of the Demised Premises). Said options may be exercised by Landlord by notice to Tenant at any time within 60 days after such notice has been given by Tenant to Landlord; and during such 60 day period Tenant shall not assign this lease nor sublet such space to any person. 9.03 If Landlord exercises its option to terminate this lease in the case where Tenant desires either to assign this lease or sublet all or substantially all of the Demised Premises, then, this lease shall end and expire on the date that such assignment or sublet was to be effective or commence, as the case may be, and the fixed rent and additional rent shall be paid and apportioned to such date. 9.04 If Landlord exercises its option to terminate this lease in part in any case where Tenant desires to sublet part of the Demised Premises, then, (a) this lease shall end and expire with respect to such part of the Demised Premises on the date that the proposed sublease was to commence; (b) from and after such date the fixed rent and additional rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises; and (c) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in physically separating such part of the Demised Premises from the balance of the Demised Premises and in complying with any laws and requirements of any public authorities relating to such separation. 9.05 If Landlord exercises its option to sublet the Leaseback Space, such sublease to Landlord or its designee (as subtenant) shall be at the lower of (i) the rental rate per rentable square foot of fixed rent and additional rent then payable pursuant to this lease or (ii) the rentals set forth in the proposed sublease. if any lien is filed against the demised premises or the building of which , and shall be for the same form a part for brokerage services claimed term as that of the proposed subletting, and such sublease shall: (a) be expressly subject to have been performed for Tenantall of the covenants, whether agreements, terms, provisions and conditions of this lease except such as are irrelevant or not actually performedinapplicable, and except as otherwise expressly set forth to the contrary in this Section; (b) be upon the same terms and conditions as those contained in the proposed sublease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section; (c) give the sublessee the unqualified and unrestricted right, without Tenant’s permission, to assign such sublease or any interest therein and/or to sublet the Leaseback Space or any part or parts of the Leaseback Space and to make any and all changes, alterations, and improvements in the space covered by such sublease and if the proposed sublease will result in all or substantially all of the Demised Premises being sublet, grant Landlord or its designee the option to extend the term of such sublease for the balance of the term of this lease less one (1) day; (d) provide that any assignee or further subtenant, of Landlord or its designee, may, at the election of Landlord, be permitted to make alterations, decorations and installations in the Leaseback Space or any part thereof and shall also provide in substance that any such alterations, decorations and installations in the Leaseback Space therein made by any assignee or subtenant of Landlord or its designee may be discharged removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease provided that such assignee or subtenant, at its expense, shall repair any damage and injury to that portion of the Leaseback Space caused by such removal; and (e) also provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, in Landlord’s uncontrolled discretion, shall deem suitable or appropriate, (iii) Tenant at Tenant’s expense, shall and will at all times provide and permit reasonably appropriate means of ingress to and egress from the Leaseback Space so sublet by Tenant within ten to Landlord or its designee, (10iv) days thereafterLandlord, at Tenant's ’s expense, may make such alterations as may be required or deemed necessary by filing Landlord to physically separate the bond required Leaseback Space from the balance of the Demised Premises and to comply with any laws and requirements of public authorities relating to such separation, and (v) that at the expiration of the term of such sublease, Tenant will accept the space covered by lawsuch sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition. (a) If Landlord exercises its option to sublet the Leaseback Space, Landlord shall indemnify and save Tenant harmless from all obligations under this lease as to the Leaseback Space during the period of time it is so sublet to Landlord; (b) Performance by Landlord, or otherwiseits designee, under sublease of the Leaseback Space shall be deemed performance by Tenant of any similar obligation under this lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this lease, nor shall Tenant be liable for any default under this lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the Tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease; and (c) Tenant shall have no obligation, at the expiration or earlier termination of the term of this lease, to remove any alteration, installation or improvement made in the Leaseback Space by Landlord. 9.07 In the event Landlord does not exercise an option provided to it pursuant to Section 9.02 and providing that Tenant is not in default of any of Tenant’s obligations under this lease after notice and the expiration of any applicable grace period, Landlord’s consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed, provided and upon condition that: (a) Tenant shall have complied with the provisions of Section 9.02 and Landlord shall not have exercised any of its options under said Section 9.02 within the time permitted therefor; (b) In Landlord’s reasonable judgment the proposed assignee or subtenant is engaged in a business and the Demised Premises, or the relevant part thereof, will be used in a manner which (i) is in keeping with the then standards of the Building, (ii) is limited to the use expressly permitted under this lease, and paying (iii) will not violate any negative covenant as to use contained in any other necessary sumslease of space in the Building; (c) The proposed assignee or subtenant is a reputable person of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof; (d) Neither (i) the proposed assignee or sublessee nor (ii) any person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or sublessee or any person who controls the proposed assignee or sublessee, is then an occupant of any part of the Building; (e) The proposed assignee or sublessee is not a person with whom Landlord has negotiated or is negotiating to lease space in the Building; (f) The form of the proposed lease shall be in form reasonable satisfactory to Landlord and shall comply with the applicable provisions of this Article; (g) There shall not be more than one (1) subtenant (including Landlord or its designee) of the Demised Premises; (h) The amount of the aggregate rent to be paid by the proposed subtenant is not less than the then current market rent per rentable square foot for the Demised Premises as though the Demised Premises were vacant, and the rental and other terms and conditions of the sublease are the same as those contained in the proposed sublease furnished to Landlord pursuant to Section 9.02; (i) Tenant shall not have (i) advertised or publicized in any way the availability of the Demised Premises without prior notice to and approval by Landlord, nor shall any advertisement state the name (as distinguished from the address) of the Building or the proposed rental, (ii) listed the Demised Premises for subletting or assignment, with a broker, agent or representative other than the then managing agent of the Building or other agent designated by Landlord, or otherwise at a rental rate less than the greater of (1) the fixed rent and additional rent then payable hereunder for such space, or (2) the fixed rent and additional rent at which Landlord is then offering to lease other space in the Building. (j) The sublease shall not allow the use of the Demised Premises or any part thereof for (i) the preparation and/or sale of food for on or off premises consumption or (ii) for use by a foreign or domestic governmental agency. Except for any subletting by Tenant to Landlord or its designee pursuant to the provisions of this Article, each subletting pursuant to this Article shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this lease. Notwithstanding any such subletting to Landlord or any such subletting to any other subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the fixed rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this lease, and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Tenant or any person claiming through or under Tenant (except as provided in Section 9.05) shall or will be made except upon compliance with and subject to the provisions of this Article. If Landlord shall decline to give its consent to any proposed assignment or sublease, or if Landlord shall exercise any of its options under Section 9.02, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar or similar compensation in connection with the proposed assignment or sublease; and (k) Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with any proposed assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and legal costs incurred in connection with the granting of any requested consent. (l) It shall be an affirmative obligation of Tenant to comply with the provisions of this Section 9.07 and Tenant’s Failure to do so shall be a default under the terms of this Lease. (m) Sections 9.07(d), (e) and (i) shall be affirmative obligations of Tenant, and Tenant agrees that it will obtain Landlord’s consent prior to indemnify advertising, publicizing or listing the Demised Premises for a sublet or assignment Tenant also agrees that it will not contact or discuss a sublet or assignment with any person in connection with Sections 9.07(d) or (e) hereinabove. 9.08 In the event that (a) Landlord fails to exercise any of its options under Section 9.02 and consents to a proposed assignment or sublease, and (b) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within 90 days after the giving of such consent, then, Tenant shall again comply with all of the provisions and conditions of Section 9.02 before assigning this lease or subletting all or part of the Demised Premises. 9.09 With respect to each and every sublease or subletting authorized by Landlord under the provisions of this lease, it is further agreed: (a) no subletting shall be for a term ending later than one day prior to the expiration date of this lease; (b) no sublease shall be valid, and no subtenant shall take possession of the Demised Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord; and (c) each sublease shall provide that it is subject and subordinate to this lease and to the matters to which this lease is or shall be subordinate, and that in the event of termination, re-entry or dispossess by Landlord under this lease Landlord may, at its agents option, take over all of the right, title and hold them harmless from interest of Tenant, as sublessor, under such sublease, and against such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any and all claimsprevious act or omission of Tenant under such sublease, losses or liability resulting from (ii) be subject to any offset, not expressly provided in such lien for brokerage services rendered.sublease, which the

Assignment and Subletting. Tenant(a) Except for an entity over which ▇▇▇ ▇▇▇▇▇▇ controls at least a 51% interest, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it the Lessee shall not assign, mortgage or encumber this Lease, nor underletin whole or in part, or suffer sublet all or permit any part of the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instanceLessor. The consent by Lessor of any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. The prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease be assigned, assigned or if the demised premises or any part thereof be underlet or occupied by anybody other than TenantLessee, Landlord may, after default by Tenant, Lessor may collect rent from the assignee, undertenant assignee or occupant, occupant and apply the net amount collected to the rent herein reserved, ; but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereof, this provision or the acceptance of the assignee, undertenant under subtenant, or occupant as tenantLessee, or or, except as otherwise provided in this Lease, as a release of Tenant Lessee from the further performance by Tenant Lessee of covenants the terms, covenants, conditions and/or provisions of this Lease on the Lessee's part of Tenant herein containedto be performed hereunder. The consent by Landlord to an Notwithstanding any assignment or underletting sublease, Lessee shall remain fully liable and shall not in be released from Lessee's obligations under this Lease. If Lessee is a corporation and if any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment transfer, sale, pledge or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion other disposition of its sublet spacecommon stock shall occur, or otherwise suffer or permit power to vote the sublet space or any part thereof to majority of the outstanding capital stock be used or occupied by otherschanged, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease such change shall be deemed a subleasematerial default hereunder, and Lessor shall have the right at its option to terminate this Lease upon five (5) days notice to Lessee. In such event, however, Lessee shall remain liable to Lessor hereunder, as in the case of any other default. (b) Any proposed assignment or sub-lease shall be subject to the delivery by Tenant to Landlord of the following documents: 1. In the event that the assignee or sub-lessee shall be a corporation, a copy of the corporation's certificate of incorporation and the filing receipt of the Secretary of State of the state in which said corporation was incorporated, showing proof of incorporation of said corporation; and, if any lien is said corporation was not incorporated under the laws of the State of New York, a certified copy of the Certificate of Authority issued by the Secretary of State by the State of New York, authorizing said corporation to conduct business in the State of New York; 2. In the event that the assignee or sub-lessee shall be a partnership or a limited partnership, a copy of its articles of partnership or limited partnership and all amendments thereof or modifications thereto; 3. A certified copy of every Assumed Name Certificate of the assignee or sub-lessee required to be filed against with the demised premises Secretary of State of the State of New York or the building County Clerk of the County of Suffolk, as the case may be, pursuant to Section 130 of the General Business Law of the State of New York; 4. An affidavit signed by an officer of the assignee or sub-lessee, if the assignee or sub-lessee shall be a corporation; or by a general partner of the assignee or sub-lessee, if the assignee or sub-lessee shall be a partnership or limited partnership, certifying the names, residence addresses, residence phone numbers and social security numbers of each principal of the assignee or sub-lessee and the positions held by each of them in the assignee or sub-lessee (including the percentage of interest held by each partner in the partnership or limited partnership, and the offices, directorships and the number of shares of stock held in any corporate assignee or sub-lessee) ; 5. A written instrument signed and acknowledged before a notary public by the tenant and the assignee or sub-lessee, as appropriate, by which the same form a part for brokerage services claimed to faithful performance of all of the terms, covenants, conditions and provisions of the Lease have been performed for Tenantassumed by the assignee or sub-lessee, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees with corporate seal affixed to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.said instrument;

Assignment and Subletting. TenantNot without prior written consent of Landlord, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it which shall not assignbe unreasonably withheld or delayed, mortgage or encumber to assign this Lease, nor underletto make any sublease, or suffer or to permit occupancy of the demised premises Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody anyone other than Tenant, voluntarily or by operation of law, to reimburse Landlord maypromptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, after default by Tenantfollowing assignment, collect rent from shall be joint and several with the assignee); no consent to any of the foregoing in a specific instance shall operate as waiver in any subsequent instance. If Tenant requests Landlord's consent to assign this Lease or sublet more than 50% of the Premises, undertenant or occupantLandlord shall have the option, and apply the net amount collected exercisable by written notice to Tenant given within 30 days after receipt of such request, to terminate this Lease as to the rent herein reservedportion of the Premises for which such request was made, but no assignmentas of a date specified in such notice which shall be not less than 45, underlettingor more than 60 days after the date of such notice; and any rental received by Tenant from sub-tenant must be remitted to Landlord. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any other person having interest in the possession, use, occupancy or collection shall be deemed a waiver utilization of the provisions hereofPremises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the acceptance of Premises which provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the assignee, undertenant net income or occupant as tenant, or a release of Tenant profits derived by any person from the further performance by Tenant Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment receipts or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwisesales), and paying any other necessary sumssuch purported lease, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimssublease, losses license, concession or liability resulting from such lien for brokerage services rendered.other

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors LESSEE covenants and assigns, expressly covenants agrees that it shall not assign, mortgage or encumber neither this LeaseLease nor the Term and estate hereby granted, nor underletany interest therein will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Leased Premises, nor any part thereof, will be encumbered in any manner by reason or by act or omission of LESSEE, or suffer used or permit the demised premises occupied, or any part thereof permitted to be used or occupied occupied, by othersanyone other than LESSEE, its servants, agents and employees, or for any use or purpose other than as above stated, or be sublet, or offered or advertised for sub-letting, without in each case LESSOR’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, LESSOR’s prior written consent of Landlord in each instance. If this Lease shall not be assignedrequired for any assignment or sublet to an entity which owns or controls LESSEEE, or if the demised premises is owned or controlled by LESSEE, or is under common ownership or control with LESSEE, or any part thereof entity succeeding to LESSEE as a direct result of a merger or consolidation or asset or stock transfer (“Permitted Transfer”). The grounds upon which LESSOR may reasonably withhold its consent are as follows: (i) The prospective assignee’s or sublessee’s intended use of the Premises is not a permitted use under or will not conform with the restrictions set forth in Section 6 of the Lease; or, (ii) The nature, character, class and standards of the prospective assignee’s or sublessee’s business will not be underlet consistent with those of other lessees in the Building; or, (iii) The financial strength and reliability of a prospective assignee is not sufficient, in LESSOR’s reasonable business judgment, to meet all of LESSEE’s obligations to be performed as of and from the date of said assignment. The prospective assignee must produce to LESSOR’s accountants a verified and current audited financial statement, (or occupied if none has been prepared by anybody said prospective assignee within the past three years, a CPA or CFO certified current financial statement); or, (iv) The operations of the prospective assignee or sub-lessee will violate any exclusive or other than Tenantrights given any other lessees in the Building; or, (v) The failure of LESSOR’s institutional mortgage lender(s) to consent, Landlord mayif required by the terms of the mortgage (LESSOR to use diligent efforts to request such consent). LESSOR, in addition to Annual Base Rent and all Additional Rent hereunder, shall be entitled to fifty (50%) percent of the amount of any and all sums assessed or collected by LESSEE, in whatever form, attributable arising out of any permitted subletting or assignment (after deduction for reasonable and actual brokerage commissions and marketing costs, and attorneys’ fees, associated with the transaction) which exceed said Annual Base Rent or Additional Rent hereunder, (herein, “Rent ▇▇▇▇-Up”). Notwithstanding LESSOR’s consent to the assignment or subletting, as contemplated above, LESSEE shall remain primarily liable to LESSOR for the payment of all Rent and for the full performance of the covenants and conditions of this Lease; and LESSOR may (immediately in the case of an assignment, or in the case of a sublease, after default by Tenant, LESSEE after notice and expiration of any applicable cure period) collect rent all sums due as Rent directly from the assignee/subtenant. Notwithstanding the foregoing, undertenant in the event that LESSEE desires to assign this Lease (other than a Permitted Transfer) or occupant, and apply sublet the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all Premises or any portion thereof (other than a Permitted Transfer), it shall be in each instance notify the LESSOR in writing, stating the intended effective date of its the proposed sublet space(which shall not be less than 30 days from the date of said notice to LESSOR). LESSOR shall have a period of 30 days from the date it receives such notice to exercise an election to take back the Premises or applicable portion thereof, in LESSOR’s sole discretion and without any obligation to so elect, whatsoever, notwithstanding the circumstances, and without prejudice to or waiver of any of LESSOR’s rights or LESSEE’s continuing obligations hereunder (except as hereinafter provided). LESSEE shall identify to LESSOR the space proposed to be sublet (if less than all of the Premises) and the term of the proposed sublease (if less than the entire remaining term). If LESSOR elects to take back the Premises or such portion, it shall send written notice thereof to LESSEE within such 30-day period, time of the essence; and LESSEE shall be irrevocably bound to surrender and vacate the Premises or such portion thereof as if the Term of the Lease had expired on the date set forth in the LESSEE’s initial notice to LESSOR; and provided LESSEE vacates and surrenders on said date, without being in default of any provision hereof as of said date, this Lease shall be null and void and without recourse to either party hereto with respect to such space (but for terms and conditions contemplated herein to survive termination of this Lease) and, if such take back is for less than the entire Premises, the Rent and Tenant’s Allocable Percentage hereunder shall be adjusted pro-rata. LESSEE shall not be entitled to any payments, commissions, credits, offsets, or otherwise suffer any kind or permit the sublet space nature arising from said sublet, nor shall any individual or any part thereof to entity acting by, through, or under LESSEE be used or occupied so entitled. Once an election is made by othersLESSOR, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease LESSEE shall be deemed a sublease. subject to the penalties for holding over set forth in this Lease, if any lien is filed against it fails to vacate and surrender the demised premises Premises or applicable portion thereof by the building of which date stated in the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by lawnotice, or otherwise, and paying any other necessary sums, and Tenant agrees if it fails to indemnify Landlord and discharge (or cause its agents and hold them harmless from and against lenders or others with which LESSEE has dealt to discharge) any and all claimsliens or other encumbrances, losses notices, or restrictions on its leasehold or contractual interest in and to the Premises or applicable portion thereof as of said date. Nothing in this paragraph shall require LESSOR to make an election to take back the Premises or applicable portion thereof, and nothing in the aforesaid process shall relieve LESSEE of its liability resulting from such lien for brokerage services renderedunder this Lease should LESSOR elect not to take back the Premises or applicable portion thereof.

Assignment and Subletting. A. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Leaselease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent Landlord may withhold for any or no reason whatsoever, except as may hereinafter be provided. The direct or indirect transfer of the beneficial or record ownership of (a) a majority of the issued and outstanding capital stock of any corporate tenant or subtenant of this lease or (b) a majority of the total equity or voting interests or rights in any partnership or limited liability company tenant or subtenant or any other form of entity or organization, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, or the conversion of a tenant or subtenant entity to another form of entity including, without limitation, a limited liability company or a limited liability partnership, or a transfer of control of any entity shall, in each case, be deemed an assignment of this lease or of such sublease. The merger or consolidation of a tenant or subtenant, whether a corporation, partnership, limited liability company or other form of entity or organization, shall be deemed an assignment of this lease or of such sublease. If this Lease lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's ’s prior written consent in each instance. A material modification, material amendment or any extension of a sublease shall be deemed a sublease. if If any lien is filed against the demised premises or the building Building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten thirty (1030) days thereafter, at Tenant's ’s expense, by filing the bond required permitted by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. For the purposes of this Article, an “interest” shall mean an estate, license, easement, use, profit or other claim with respect to real property or a right to participate, directly or indirectly, through one or more intermediaries, nominees, trustees or agents, in the decision making respecting any entity or other organization or any of the profits, losses, dividends, distributions, income, gain, losses or capital of any entity or other organization. B. If Tenant desires to assign this lease (other than to a “Permitted Transferee,” as defined herein), or sublet all or substantially all of the premises (other than to a “Permitted Transferee,” as defined herein) for all or substantially all of the remainder of the term hereof, then Tenant shall give written notice of such desire to Landlord (the “Disposition Notice”) and Tenant shall be obligated to obtain Landlord’s consent with respect thereto. The Disposition Notice shall: (i) with respect to a proposed assignment of this lease, identify the date on which Tenant desires to have such assignment be effective (the “Assignment Effective Date”); or (ii) with respect to a proposed subletting of all or substantially all of the demised premises for all or substantially all of the balance of the term hereof, identify the following: (A) the square footage and location of the portion of the premises Tenant proposes to sublease, and (B) the date on which Tenant desires to have such subletting be effective (the “Sublease Effective Date”) and the proposed expiration date thereof. Within thirty (30) days after Landlord’s receipt of the Disposition Notice with respect to a proposed assignment of this lease, Landlord shall have the right, exercisable by written notice to Tenant, to accelerate the Expiration Date to the Assignment Effective Date (the “Assignment Recapture Right”). Within thirty (30) days after Landlord’s receipt of the Disposition Notice with respect to a proposed subletting of all or substantially all of the demised premises for all or substantially all of the balance of the term hereof, Landlord shall have the right, exercisable by written notice to Tenant, to terminate this lease as to such proposed sublet space (the “Recapture Space”) as of the Sublease Effective Date (the “Sublet Recapture Right”; the Assignment Recapture Right and Sublet Recapture Right are sometimes collectively referred to as the “Recapture Right”). If Landlord exercises the Sublet Recapture Right, then (1) Tenant shall, at its sole cost and expense, separately demise the remaining portion of the Premises from the Recapture Space; and (2) as of the Sublease Effective Date Tenant shall have no obligations under this lease with respect to the Recapture Space. If Tenant desires to sublease less than all or substantially all of the demised premises, or if the term of any proposed sublease is for less than all or substantially all of the balance of the term of this lease, then Landlord will not be permitted to recapture the subject portion of the demised premises but Tenant will nevertheless be obligated to obtain Landlord’s consent to such proposed sublease on the terms provided herein. For purposes hereof, (x) the term “all or substantially all” of the demised premises shall mean at least eighty (80%) percent of the rentable square footage of the demised premises and (y) the term “all or substantially all of the balance of the term” of this lease shall mean a proposed sublease the expiration date of which extends into the last twelve (12) months of the term of this lease. C. If Tenant requests Landlord’s consent to a specific assignment or subletting, or in any other circumstance where Tenant is required to provide the information described in this Section 4.C, Tenant shall submit in writing to Landlord (a) the name and address of the proposed assignee or subtenant, (b) a duly executed counterpart of the proposed agreement of assignment or sublease, (c) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or subtenant, and as to the nature of its proposed use of the space, and (d) banking, financial or other credit information relating to the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant. D. If Landlord shall not have accepted Tenant’s offer, as provided in Section 4.B, then Landlord will, subject to Section 4.F below, not unreasonably withhold, condition or delay its consent to Tenant’s request for consent to such specific assignment or subletting. Any consent of Landlord under this Article shall be subject to the terms of this Article and the effectiveness of any assignment or sublease under this Article shall be conditioned upon there being no default by Tenant, beyond any grace period, under any of the monetary or material non-monetary terms, covenants and conditions of this lease at the time that Landlord’s consent to any such subletting or assignment is requested and on the date of the commencement of the term of any proposed sublease or the effective date of any proposed assignment. E. Tenant understands and agrees that no assignment or subletting shall be effective unless and until Tenant, upon receiving any necessary Landlord’s written consent (and unless it was theretofore delivered to Landlord) causes a duly executed copy of the sublease or assignment to be delivered to Landlord within ten (10) days after execution thereof. Any such sublease shall provide that the subtenant shall comply with all applicable terms and conditions of this lease to be performed by Tenant hereunder. Any such assignment of lease shall contain an assumption by the assignee of all of the terms, covenants and conditions of this lease to be performed by Tenant. Neither the listing of a name other than that of Tenant, whether on the doors of the demised premises, the building directory or otherwise, nor the issuance of an ID badge or building pass shall vest any right or interest in this lease or the demised premises and shall not be deemed to be the consent of Landlord to any assignment or transfer of this lease, to any sublessee or licensee of the demised premises, or to any use or occupancy thereof by anyone not Tenant. F. Anything herein contained to the contrary notwithstanding: (i) Tenant shall not advertise (but may list with brokers) its space for assignment or subletting at a rental rate lower than the greater of (a) the then Building rental rate for such space and (b) the rental rate then being paid by Tenant to Landlord. (ii) The transfer of outstanding capital stock of any corporate tenant, for purposes of this Article, shall not include sale of such stock by persons other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934 as amended, and which sale is effected through the “over the counter market” or through any recognized stock exchange. (iii) No assignment or subletting shall be made: (a) To any person or entity which shall at that time be a tenant, subtenant or other occupant (or an affiliate thereof) of any part of the Building of which the demised premises form a part, or who dealt with Landlord or Landlord’s agent (directly or through a broker) with respect to space in the Building during the twelve (12) months immediately preceding Tenant’s request for Landlord’s consent if comparable space is available for lease directly from Landlord elsewhere in the Building or if Landlord reasonably expects that comparable space will become available during the upcoming six (6) month period; (b) By the legal representatives of Tenant or by any person to whom Tenant’s interest under this lease passes by operation of law, except in compliance with the provisions of this Article; (c) To any person or entity for the conduct of a business which is not in keeping with the standards and the general character of the Building of which the demised premises form a part or whose business violates any then restrictive covenant or use restriction contained in any lease or other agreement affecting the Building; (d) To more than two (2) subtenants; (e) For a sublease term that shall expire not later than one (1) day prior to the expiration of the term of this lease; (f) For any use of the premises other than a use permitted pursuant to Article 1 hereof; or (g) Which would result in more than three (3) occupants (including Tenant) occupying the entire demised premises. (iv) Intentionally deleted. (v) No subtenant shall have a right to sublet further or assign its sublease without obtaining Landlord’s prior written consent thereto. (vi) Except with respect to a sublease to Landlord made in accordance with the provisions of Section 4.B above, any sublease shall provide that if this lease is rejected pursuant to Section 365 of the Bankruptcy Code or any similar or successor statute, (a) such rejection shall be treated by the subtenant as a termination of the term of this lease notwithstanding any contrary interpretation given by law to such rejection and (b) notwithstanding any such rejection/termination, the subtenant shall, at the option of Landlord, attorn to Landlord and will perform for Landlord’s benefit all the terms, covenants and conditions of such sublease as if such sublease were a direct lease between Landlord and such subtenant. (vii) Any assignment of this lease shall be subject to the provisions of Article 1 hereof, the terms of which shall be controlling if any term of this Article conflicts with any term of Article 1 and have precedence over this Article. (viii) No assignment of less than all of Tenant’s interest in this lease is permitted. (ix) No assignment or subletting shall be effective if Tenant is then in default of any payment or other material obligation to be performed under this lease. G. Anything herein above contained to the contrary notwithstanding (but subject to the provisions of Section 4.J below), the Recapture Right shall not apply to, and Landlord’s consent shall not be required with respect to an assignment of this lease or a sublease of all or part of the demised premises, to the sole parent of Tenant or to a wholly-owned subsidiary of Tenant or of said parent of Tenant, provided the net worth of the transferee or subtenant, after such transaction, is equal to or greater than the greater of Tenant’s net worth on the date hereof or immediately prior to such transaction, and provided also that any such transaction complies with the other provisions of this Article. Tenant shall provide Landlord with banking, financial or other credit information relating to the Tenant and the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the net worth of Tenant worth on the date hereof or immediately prior to such transaction, and the net worth of the assignee or subtenant immediately following such transaction. H. Anything herein above contained to the contrary notwithstanding (but subject to the provisions of Section 4.F(viii) above and Section 4.J below), the Recapture Right shall not apply to, and Landlord’s consent shall not be required with respect to an assignment of this lease, or sublease of all or part of the demised premises, to any corporation (a) to which substantially all the assets of Tenant are transferred or (b) into which Tenant may be merged or consolidated, provided that the net worth of such transferee or of the resulting or surviving corporation, as the case may be, is equal to or greater than the net worth of Tenant and of any guarantor of this lease immediately prior to such transfer or on the date hereof, whichever is greater, and provided, also, that any such transaction complies with the other provisions of this Article. Tenant shall provide Landlord with banking, financial or other credit information relating to Tenant and the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the net worth of Tenant worth on the date hereof or immediately prior to such transaction, and the net worth of the assignee or subtenant immediately following such transaction. Any transferee pursuant to Paragraph G above or this Paragraph H shall be deemed a “Permitted Transferee”. I. The transfer of a majority of the issued and outstanding capital stock of any corporate Tenant or of a majority of the total interests in any partnership Tenant or any other form of entity or organization, however accomplished, and whether in a single transaction or in a series of transactions which, in any such event, results in a “change of control” of Tenant shall be deemed an attempted assignment of this lease and without the prior consent, in writing, of Landlord, shall be a violation of this Article 4, and constitute a material default by Tenant hereunder without the giving of notice thereof or an opportunity to cure; provided, however, it is agreed that Landlord’s consent shall not be needed to said change in control or operation if, immediately following such transfer the net worth of Tenant is equal to or greater than the

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage assign or encumber hypothecate this Lease, nor underlet, Lease or suffer or permit the demised premises sublet all or any part thereof to be used or occupied by others, of the Premises without the prior written consent of Landlord in each instanceLandlord. If Tenant wishes to assign or sublet the Premises, it shall give notice in writing (by certified mail or by personal delivery) of such intention to Landlord and, thereupon, Landlord shall, within thirty (30) days of receipt of such notice, have the right to unilaterally terminate this Lease or to approve said subletting by written notice to Tenant. If no notice is given by Landlord, Landlord will be assigneddeemed to have elected to approve the assignment or subletting. If the assignment or subletting is approved and rents under the sublease are greater than the rents provided for herein, then Landlord shall have the further option either (a) to convert the sublease into a prime Lease and receive all of the rents, in which case Tenant will be relieved of further liability hereunder and under the proposed sublease, or if (b) to require Tenant to remain liable under this Lease, in which event Tenant shall be entitled to retain such excess rents. If the demised premises assignment or subletting is approved and rents under the sublease are less than the rents provided for herein, Tenant shall remain liable under all the covenants and conditions of this Lease. Landlord may withhold its consent to any part thereof be underlet proposed assignee or occupied by anybody subtenant which in Landlord's judgment (a) would conflict with the tenancy, use or business of any other than tenant or the tenant mix of the Center, (b) has a net worth and/or credit history inferior to that of Tenant, Landlord may, after default by Tenant, collect rent from or (c) is currently a tenant or negotiating for space in the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedCenter.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Lessee shall not assign, mortgage transfer, hypothecate or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersinterest therein, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupantLessor first had and obtained, and apply a consent to any assignment, transfer, hypothecation, encumbrance, subletting, occupation or use by any other by lessor, person shall not be deemed to be a consent to any subsequent assignment, transfer, hypothecation, encumbrance, subletting, occupation or use by another person. Any such assignment or subletting without such consent shall be void and shall, at the net amount collected option of the Lessor, terminate this Lease. This Lease shall not, nor shall any interest therein, be assignable as to the rent herein reservedinterest of Lessee by operation of law, but without the written consent of the Lessor. Lessor agrees not to unreasonably withhold its consent to any proposed assignment or sublease, provided that such assignment or sublease is to a financially responsible party and provided further that such assignee or sublessee agrees to assume the obligations of the Lessee under this Lease, in a form reasonably satisfactory to Lessor, and provided further that no such assignment or sublease shall be construed as releasing Lessee from its obligations hereunder for the full performance of this Lease. ▇▇▇▇▇▇ has been informed and agrees that no assignment, underletting, occupancy transfer or collection shall be deemed a waiver sublease of the provisions hereof, premise will be consented to by the acceptance Lessor wherein the leased space is to or will become utilized by anyone for any purpose which would be similar to or conflict with any other tenant's use of the assigneeproperty at the time of assignment or subletting or which the Lessor has agreed to exclude by contract with other tenants. It is further agreed and understood that the Lessor has the option of canceling the balance of the term of this Lease, undertenant or occupant as tenant, or a release thereby relieving the Lessee of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord liability thereon rather than consenting to an assignment or underletting shall not in any way to a party which would otherwise be construed acceptable to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedLessor.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors (a) Company covenants and assigns, expressly covenants agrees that it shall will not assignsell, mortgage convey, transfer or encumber assign this Lease, nor underlet, or suffer or permit the demised premises Agreement or any part thereof or any rights created thereby or sublet the Leased Premises covered by this Lease or any part thereof without the prior written consent of the Director provided, however, that Company shall have the right to be used assign its interest hereunder or occupied by othersto sublet the Leased Premises to any subsidiary, affiliate or successor company thereof upon the condition that the Company hereunder shall remain liable for the full, faithful and complete performance of this Agreement. Upon approval of the Director, Company may sublet the Leased Premises subject to Company and Sub-Company remaining liable for the full faithful and complete performance of this Lease both pre- assignment and post-assignment. Such approval will consider the effect such sale, conveyance, transfer or assignment will have on the continued performance of successor company under this agreement and its response to the request for proposal. (b) If, without the prior written consent of Landlord the Director, the Company assigns, sells, conveys, transfers or sublets in each instance. If violation of Section (a) of this Lease be assigned, Section or if the demised premises or any part thereof be underlet or Leased Premises are occupied by anybody other than Tenantthe Company, Landlord mayas provided in this Lease, after default by Tenant, the City may collect rent from any assigns, sub- Company or anyone who claims a right to this Agreement or who occupies the assignee, undertenant or occupant, Leased Premises and the City shall apply the net amount collected to the rent rental herein reserved, reserved but no assignment, underletting, occupancy or such collection shall be deemed a waiver by the City of the provisions hereofcovenants contained in subdivision (a) of this Section or an acceptance by the City of any such assignee or sub-Company. (c) Any assignment or transfer of this Agreement or any rights of Company hereunder (except as otherwise permitted herein) whether it be a voluntary assignment without the consent of Director or an assignment or transfer by operation of law, the acceptance of the assignee, undertenant or occupant as tenant, or shall be null and void and shall constitute a release of Tenant from the further performance by Tenant of covenants default on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedCompany.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 27.1 Tenant shall not transfer, dispose, assign, mortgage mortgage, or encumber hypothecate this Lease, nor underletin whole or in part, or suffer or permit the demised premises use of the Premises by any person or persons other than Tenant, or sublet the Premises, or any part thereof to (each of the foregoing shall be used or occupied by others, a “Transfer”) without the prior written consent of Landlord in each instance, which may be withheld in Landlord’s sole discretion. Such prohibition against Transfer shall include any transfer by operation of law and any transfer of this Lease from the Tenant by merger, consolidation, transfer of assets, or liquidation. In the event that Tenant hereunder is a corporation, an unincorporated association, or a partnership, the transfer, assignment, or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate in excess of twenty percent (20%) in any continuous twelve-month period shall be deemed a Transfer requiring Landlord's prior consent. 27.2 Any Transfer without Landlord’s consent shall, at Landlord’s sole discretion, be void, and shall constitute a default hereunder which, at the option of Landlord, shall result in the termination of this Lease or exercise of ▇▇▇▇▇▇▇▇’s other remedies hereunder. Consent to any Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer, and the terms of such consent shall be binding upon any person holding by, under, or through Tenant. 27.3 If this Lease be assigned, or if the demised premises all or any part thereof be underlet portion of the Premises is Transferred or occupied by anybody any person other than Tenant, Landlord may, after default by Tenant, may collect rent and other charges from the assignee, undertenant or occupant, such other party and apply the net amount collected to the rent herein reservedand other charges reserved hereunder, but no assignment, underletting, occupancy or such collection shall be deemed a not constitute consent or waiver of the provisions hereofnecessity of consent to such Transfer, nor shall such collection constitute the acceptance recognition of the such assignee, undertenant sublessee, or occupant other party as tenant, Tenant hereunder or a release of Tenant from the further performance by Tenant of all of the covenants on the part and obligations of Tenant herein contained. The In the event that Landlord shall consent by to a Transfer, Tenant shall pay to Landlord a fee equal to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten percent (10%) days thereafter, at Tenant's expense, by filing of one month’s rent for expenses incurred in connection with processing of documents necessary to the bond required by law, or otherwisegiving of such consent, and paying any other necessary sums, shall include with the request for consent a copy of the proposed transfer document and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien adequate financial information for brokerage services renderedthe proposed transferee.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall Tenant may not assign, mortgage assign this Lease or encumber this Lease, nor underlet, or suffer or permit the demised premises sublet all or any part thereof to be used or occupied by others, portion of the Property without the prior written consent of Landlord, which consent will not be unreasonably withheld, conditioned or delayed. Tenant must request Landlord's consent to an assignment or sublease in writing at least thirty (30) days prior to the commencement date of the proposed sublease or assignment, which request must include (a) the name and address of the proposed assignee or subtenant, (b) the nature and character of the business of the proposed assignee or subtenant, (c) financial information (including financial statements) of the proposed assignee or subtenant and (d) a copy of the proposed sublet or assignment agreement, which must be in substance and form reasonably acceptable to Landlord. Tenant shall also provide any additional information Landlord in each instancereasonably requests regarding such proposed assignment or subletting. If this Lease be assignedLandlord shall provide its written response to Tenant's request for consent to an assignment or subletting within ten (10) business days of Tenant's request therefor. Any assignment, encumbrance, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection sublease without Landlord's written consent shall be deemed a waiver voidable by Landlord and, at Landlord's election, constitute an event of default hereunder. Neither the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment any assignment, transfer, encumbrance or underletting subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall not in any way be construed to as a waiver or release of the initial Tenant from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other party from obtaining the express consent in writing of Landlord to any further assignment assignment, transfer, encumbrance or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedsubletting.

Assignment and Subletting. Tenant11.01. Except in connection with a Business Transfer (defined in Section 11.04), for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage sublease, transfer or encumber any interest in this LeaseLease or allow any third party to use any portion of the Premises (collectively or individually, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed if Landlord in each instancedoes not exercise its recapture rights under Section 11.02. If this Lease Without limitation, it is agreed that Landlord’s consent shall not be assigned, considered unreasonably withheld if the proposed transferee is a governmental entity or an occupant of the Building or an occupant of any other buildings within the Cambridge Science Center or if the demised premises proposed transferee, whether or not an occupant of the Building or an occupant of any part thereof be underlet other buildings within the Cambridge Science Center, is in discussions with Landlord regarding the leasing of space within the Building or occupied by anybody within any other buildings within the same project. If the entity(ies) which directly or indirectly owns or controls 51% or more of the voting shares/rights of Tenant (other than through the ownership of voting securities listed on a recognized securities exchange) changes as a result of one transaction or one interrelated series of transactions at any time, and such change of ownership or control results in the hiring of all or substantially all new named senior officers of Tenant, Landlord maythen such change of ownership or control shall constitute a Transfer; provided, after default by however, the infusion of additional equity capital in Tenant or an initial public offering of equity securities of Tenant under the Securities Act of 1933, as amended, which results in Tenant’s stock being traded on a national securities exchange, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reservedincluding, but no assignmentnot limited to, underlettingthe NYSE, occupancy the NASDAQ Stock Market or collection the NASDAQ Small Cap Market System shall not be deemed, in either case, a Transfer. Any Transfer in violation of this Section shall, at Landlord’s option, be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance Default by Tenant of covenants on the part of Tenant herein contained. The consent as described in Section 18, and shall be voidable by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingLandlord. In no event shall any permitted sublessee assign Transfer, including a Business Transfer, release or encumber its relieve Tenant from any obligation under this Lease, and Tenant shall remain primarily liable for the performance of the tenant’s obligations under this Lease, as amended from time to time. 11.02. Tenant shall provide Landlord with financial statements for the proposed transferee (or, in the case of a change of ownership or control that constitutes a Transfer as provided in Section 11.01 above, for the proposed new controlling entity(ies)), a fully executed copy of the proposed assignment, sublease or further other Transfer documentation and such other information as Landlord may reasonably request. Within 15 Business Days after receipt of the required information and documentation, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (b) reasonably refuse to consent to the Transfer in writing; or (c) in the event of an assignment of this Lease or subletting of more than 25% of the Rentable Square Footage of the Premises for more than 50% of the remaining Term (excluding unexercised options) other than an assignment or sublease consented to by Landlord in clause (a) above, recapture the portion of the Premises that Tenant is proposing to Transfer. Notwithstanding the above, Landlord shall not have the right to recapture the Premises (or applicable portion thereof) in the event of a Business Transfer (defined in Section 11.04). If Landlord exercises its right to recapture, this Lease shall automatically be amended (or terminated if the entire Premises is being assigned or sublet) to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer, although Landlord may require Tenant to execute a reasonable amendment or other document reflecting such reduction or termination. Tenant shall pay Landlord a review fee (that shall include any attorneys’ fees) of $1,500.00 for Landlord’s review of any requested Transfer. 11.03. Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord’s share of the excess within 30 days after Tenant’s receipt of the excess. In determining the excess due Landlord, Tenant may deduct from the excess, on a straight-line basis, all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer. If Tenant is in Default, Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of Tenant’s share of payments received by Landlord. 11.04. Tenant may assign this Lease to a successor to Tenant by merger, consolidation or the purchase of substantially all of Tenant’s assets, or assign this Lease or sublet all or any a portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof Premises to be used or occupied by othersan Affiliate (defined below), without the consent of Landlord's prior , provided that all of the following conditions are satisfied (a “Business Transfer”): (a) Tenant must not be in Default; (b) Tenant must give Landlord written consent notice at least 15 Business Days before such Transfer; and (c) except in the case of an assignment or sublease to an Affiliate, the Credit Requirement (defined below) must be satisfied. Tenant’s notice to Landlord shall include information and documentation evidencing the Business Transfer and showing that each instanceof the above conditions has been satisfied. A modificationIf requested by Landlord, amendment Tenant’s successor shall sign and deliver to Landlord a commercially reasonable form of assumption agreement. “Affiliate” shall mean an entity controlled by, controlling or extension of a sublease under common control with Tenant. The “Credit Requirement” shall be deemed a sublease. if any lien satisfied if, as of the date immediately preceding the date of the Business Transfer, the financial strength of (i) the entity with which Tenant is filed against to merge or consolidate or (ii) the demised premises or purchaser of substantially all of the building assets of which the same form a part for brokerage services claimed to have been performed for Tenant is not less than that of Tenant, whether as determined (x) based on credit ratings of such entity and Tenant by both Moody’s and Standard & Poor’s (or by either such agency alone, if applicable ratings by the other agency do not actually performedexist), or (y) if such credit ratings do not exist, then in accordance with Moody’s KMV RiskCalc (i.e., the same shall be discharged on-line software tool offered by Tenant within ten (10Moody’s for analyzing credit risk) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, based on CFO-certified financial statements for such entity and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedcovering their last two fiscal years ending before the Transfer.

Assignment and Subletting. TenantLessee will not sublet the whole or any part of said Premises or grant any concession therein, for itselfor part with possession of the whole or any part of the Premises, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assignor assign this Lease or any interest therein (nor may this Lease be assigned by operation of law) or hypothecate, mortgage or encumber in any way create any lien on this Lease, nor underlet, Lease or suffer or permit the demised premises Premises or any part thereof to be used or occupied by othersinterest therein without the consent in writing of Lessor first being obtained, and any such attempt without the prior written consent in writing of Landlord in each instance. If Lessor shall be void for all purposes and Lessor shall then have the right and option to terminate this Lease be assignedas hereinafter provided. Lessor may grant or withhold its consent in its sole discretion for any reason. It is further agreed that any consent given to any assignment, hypothecation, transfer of this Lease or parting of possession, or if the demised premises to any sublease of said Premises or a portion thereof, shall not be construed as a consent to any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no further assignment, underlettinghypothecation, occupancy transfer, parting of possession or collection shall be deemed subletting or as a waiver of Lessor’s right to object to any assignment, hypothecation, transfer parting of possession, or sublease to which Lessor’s consent in writing has not been obtained. It is further agreed that Lessee will remain liable in the provisions hereofevent of any assignment, mortgage or sublease for the acceptance payment of the assigneerental hereunder and for the observance and performance of all the terms, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants and conditions herein contained and on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof Lessee to be used observed and performed. Any change in the present ownership or occupied by otherscontrol of Lessee’s business, without Landlord's prior written consent in each instance. A modificationdirectly or indirectly, amendment whether as a result of any sale of assets, transfer of stock, merger, consolidation or extension of a sublease otherwise, shall be deemed a sublease. if any lien is filed against an assignment within the demised premises or the building meaning of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwisethis provision; provided however, and paying any other necessary sumsnotwithstanding anything to the contrary contained herein, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimsno sale of assets, losses transfer of stock, merger or liability resulting from such lien for brokerage services renderedconsolidation by Guarantor shall constitute an assignment hereunder.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersTenant may not, without the prior written consent of Landlord in each instance. If Landlord, which consent may not be unreasonably withheld by Landlord, assign this Lease be assignedor any interest hereunder, or if sublet the demised premises Premises or any part thereof be underlet thereof, or occupied permit the use of the Premises by anybody any party other than Tenant. Landlord will be deemed reasonable in withholding its consent to any such request based on: (i) the poor business reputation of the proposed assignee, sublessee or transferee; (ii) the poor financial condition of the proposed assignee, sublessee or transferee; (iii) the fact that the use of the proposed assignee, sublessee or transferee is not in keeping with the nature of the Building or may affect the marketability of the Building; (iv) the fact that proposed assignee, sublessee or transferee is an existing tenant of the Project, or is a prospective tenant with respect to space in the Project; or (v) the fact that the use contemplated by the proposed assignee, sublessee or transferee would violate an exclusive granted by Landlord to another tenant of the Project or otherwise. In the event that Tenant is a corporation or entity other than an individual, any transfer of a majority or controlling interest in Tenant (whether by stock transfer, merger, operation of law or otherwise) shall be considered an assignment for purposes of this paragraph and shall require Landlord's prior written consent. Consent to one assignment or sublease shall not destroy or waive this provision, and all later assignments and subleases shall likewise be made only upon the prior written consent of Landlord. Subtenants or assignees shall become liable to Landlord for all obligations of Tenant hereunder, without relieving Tenant's liability hereunder and, in the event of any default by Tenant under this Lease, Landlord may, after default by Tenantat its option, but without any obligation to do so, elect to treat such sublease or assignment as a direct Lease with Landlord and collect rent directly from the assigneesubtenant. In addition, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance upon any request by Tenant of covenants on the part of Tenant herein contained. The for Landlord's consent by Landlord to an assignment or underletting sublease, Landlord may elect to terminate this Lease and recapture all of the Premises (in the event of an assignment request) or the applicable portion of the Premises (in the event of a subleasing request); provided, however, if Landlord notifies Tenant that Landlord elects to exercise this recapture right, Tenant may, within five (5) business days of its receipt of Landlord's notice, notify Landlord that Tenant withdraws its request to sublease or assign, in which case Tenant shall continue to lease all of the Premises, subject to the terms of this Lease and Landlord's recapture notice shall be null and void. If Tenant desires to assign or sublease, Tenant must provide written notice to Landlord describing the proposed transaction in detail and providing all documentation (including detailed financial information for the proposed assignee or subtenant) reasonably necessary to let Landlord evaluate the proposed transaction. Landlord shall notify Tenant within twenty (20) days of its receipt of such notice whether Landlord elects to exercise its recapture right and, if not, whether Landlord consents to the requested assignment or sublease. If Landlord fails to respond within such twenty (20) day period, Landlord will be deemed not in any way be construed to relieve Tenant from obtaining have elected to recapture and not to have consented to the express assignment or sublease. If Landlord does consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign sublease request and the assignee or encumber its sublease or further sublet all or any portion subtenant pays to Tenant an amount in excess of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten Rent due under this Lease (10) days thereafter, at after deducting Tenant's expensereasonable, actual expenses in obtaining such assignment or sublease, amortized in equal monthly installments over the then remainder of the Term), Tenant shall pay 75% of such excess to Landlord as and when the monthly payments are received by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedTenant.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, sublet, mortgage or otherwise encumber all or any portion of its interest in this Lease, nor underlet, Lease or suffer in the Premises or permit grant any license for any person other than Tenant or its employees to use or occupy the demised premises Premises or any part thereof to without obtaining the prior written consent of Landlord, which consent shall not be used unreasonably withheld, conditioned, or occupied by othersdelayed. Any such attempted assignment, subletting, license, mortgage, other encumbrance or other use or occupancy without the prior written consent of Landlord in each instanceshall, at Landlord’s option, be null and void and of no effect. If this Lease be assignedAny mortgage, pledge, transfer, assignment, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver encumbrance of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of Tenant’s interest in this Lease or in the Premises and any grant of a license for any person other than Tenant or its sublet space, employees to use or otherwise suffer or permit occupy the sublet space Premises or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed to be an “assignment”. In addition, as used in this Section 11, the term “Tenant” shall also mean any entity that has guaranteed Tenant’s obligations under this Lease, and the restrictions applicable to Tenant contained herein shall also be applicable to such guarantor. (b) No assignment or subletting shall relieve Tenant of its obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or deemed to be consent to any subletting or assignment. Consent by Landlord to one subletting or assignment shall not be deemed to constitute consent to any other or subsequent attempted subletting or assignment. If Tenant desires at any time to assign this Lease or to sublet the Premises or any portion thereof, Tenant shall give notice (“Tenant’s Recapture Notice”) thereof to Landlord, which Tenant’s Recapture Notice shall specify the effective date of such assignment or sublease, and shall be accompanied by (a) with respect to an assignment of this Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet, the commencement date and expiration date of such sublease and the rent per rentable square foot Tenant will ask for such portion of the Premises. Such Tenant’s Recapture Notice shall be deemed an irrevocable offer from Tenant to Landlord, at Landlord’s option, (1) if the proposed transaction is a sublease for a sublease term which would expire after the date which is twelve (12) months prior to the Expiration Date, to terminate this Lease with respect to such space as Tenant proposes to sublease (if less than the entire Premises, the “Partial Space”), upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease or a sublease of all or greater than seventy-five percent (75%) of the rentable area of the Premises, for a sublease term which would expire after the date which is twelve (12) months prior to the Expiration Date, to terminate this Lease with respect to the entire Premises. Such recapture option may be exercised by notice from Landlord to Tenant within twenty (20) Business Days after delivery of Tenant’s Recapture Notice. (c) If Landlord exercises its option to terminate all or a portion of this Lease, (a) this Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the effective date that such assignment or sublease was to commence, provided that such date is in no event earlier than ninety (90) days after the date of the Tenant’s Recapture Notice unless Landlord agrees to such earlier date, (b) Rent shall be apportioned, paid or refunded as of such date, (c) Tenant, upon ▇▇▇▇▇▇▇▇’s request, shall enter into an amendment of this Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (d) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant. Tenant shall pay all customary commercially reasonable out-of-pocket costs and expenses incurred by Landlord to make the Partial Space a self-contained rental unit and install any required Building corridors. (d) If Landlord does not exercise Landlord’s option to terminate all or a portion of this Lease pursuant to the foregoing Section 11(b), then Tenant may proceed to offer the Premises for rent, to list the Premises (or said part thereof) with a broker, and to show the Premises (or said part thereof) to prospective assignees or subtenants; provided, however, prior to entering into any assignment or sublease of all or any portion of the Premises Tenant shall give a second notice (a “Tenant’s Consent Request Notice”) to Landlord, which Tenant’s Consent Request Notice shall be accompanied by (x) with respect to a proposed assignment of this Lease, the proposed form of assignment agreement and the date Tenant desires the assignment to be effective, (y) with respect to a proposed sublease, the proposed form of sublease agreement, the date Tenant desires the sublease to be effective, and a description of the portion of the Premises to be sublet, and (z) such information regarding the financial condition and responsibility of the proposed assignee or subtenant as Landlord may reasonably require. Said Tenant’s Consent Request Notice shall be a request from Tenant to Landlord to consent to the proposed assignment or sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same Such consent shall be discharged granted or denied by notice from Landlord to Tenant within ten thirty (1030) days thereafterafter ▇▇▇▇▇▇▇▇’s receipt of Tenant’s Consent Request Notice. If Landlord does not respond to a request for consent to a proposed assignment or sublease within thirty (30) days after receipt of a Tenant’s Consent Request Notice (including all of the documents and other information required pursuant to the foregoing provisions), at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and then Tenant agrees may elect to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.submit an Assignment/Sublease Reminder

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall (a) Tenant will not assign, mortgage or encumber assign this Lease, nor underletor allow same to be assigned by operation of law or otherwise, or suffer or permit sublet the demised premises Leased Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord, which consent Landlord may withhold in each instanceits sole and absolute discretion. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. If this Lease be assigned, or if the demised premises Leased Premises or any part thereof be underlet are then assigned or occupied sublet, Landlord, in addition to any other remedies herein provided or provided by anybody other than Tenantlaw, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupantTenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. For purpose of this Lease a transfer of more than fifty percent (50%) of the beneficial interest in Tenant or of the control of Tenant (if Tenant is a partnership, corporation, limited liability, company, trust, or other type of business, organization or entity) shall constitute an assignment of this Lease. (b) If Tenant shall propose to sublet or assign this Lease, it shall so notify Landlord in writing not less than thirty (30) days prior to the date of the proposed assignment or subletting. The notice shall set forth the name of the proposed subtenant or assignee, the term, use, rental rate and other particulars of the proposed subletting or assignment, including without limitation, proof satisfactory to Landlord that the proposed subtenant or assignee is financially responsible and will immediately occupy and hereafter use the entire Leased Premises (or any sublet portion thereof) for the remaining term of this Lease (or for the entire term of the sublease, if shorter). (c) Landlord shall have the option, in the event of any proposed assignment or subletting, to cancel this Lease as of the date the subletting or assignment described in Tenant’s notice is to be effective. The option shall be exercised, if at all, by Landlord’s giving Tenant written notice thereof within twenty (20) days following Landlord’s receipt of covenants Tenant’s written request. Upon cancellation, Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder through the date of cancellation, and Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding real estate commission obligation on the part of Landlord with respect to this Lease. Further, upon any such cancellation Landlord and Tenant herein containedshall have no further obligations or liabilities to each other under this Lease, except with respect to obligations or liabilities which accrue hereunder as of the cancellation date in the same manner as if such cancellation date were the date originally fixed for the expiration of the term hereof. The consent by Without limitation, Landlord may lease the Leased Premises to an assignment the prospective subtenant or underletting assignee, without liability to the Tenant. Landlord’s failure to exercise any right hereunder shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord waive Landlord’s right as to any further assignment subsequent proposed sublease or underletting. In no event assignment, nor shall any permitted sublessee assign or encumber its such failure be deemed to constitute Landlord’s right as to any subsequent proposed sublease or further sublet all or assignment, nor shall any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall such failure be deemed a sublease. if to constitute Landlord’s approval of the proposed sublease or assignment. (d) If Landlord does not cancel this Lease, Landlord agrees to approve any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged assignment by Tenant within ten (10) days thereafterto any corporation succeeding to substantially all the business and assets of Tenant by merger, at Tenant's expenseconsolidation, by filing the bond required by law, purchase of assets or otherwise, or any assignment or subletting to a corporation which is an affiliate of tenant. In other cases, provided that there is no event of default on the part of Tenant, Landlord agrees not to unreasonably withhold approval of any proposed subletting or assignment as to which Landlord declines its rights of cancellation hereunder provided the proposed transaction is consummated within thirty (30) days after Landlord’s approval, is upon the same terms and paying any other necessary sumsconditions disclosed to Landlord in Tenant’s notice, and Tenant agrees the assignment or subletting is with another financially responsible party whose use of the Leased Premises will not depreciate the value of the Leased Premises, or the value of the property adjacent thereto, or will not be extra hazardous with reference to indemnify the risk of fire or other hazards, and shall not result in any additional environmental risk for the Project. Any assignment or subletting without Landlord’s approval, where required hereunder, shall be void and of no effect. (e) Landlord shall have the right to transfer and assign, in whole or in part, any of its agents rights under this Lease, and hold them harmless from in the Building or Project referred to herein; and against any and all claimsto the extent that such assignee assumes Landlord’s obligations hereunder, losses or liability resulting Landlord shall by virtue of such assignment be released from such lien for brokerage services renderedobligation.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersnot, without the prior written consent of Landlord Landlord, which shall not be unreasonably withheld or delayed as provided in each instance. If this Lease be assignedSection 15: (a) assign, mortgage, pledge, encumber or otherwise transfer this Lease, the term or estate hereby granted, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or interest hereunder; (b) permit the sublet space Premises or any part thereof to be used utilized by anyone other than Tenant (whether as concessionaire, franchisee, licensee, permittee or occupied by othersotherwise); or (c) except as hereinafter provided, sublet or offer or advertise for subletting the Premises or any part thereof. Any assignment, mortgage, pledge, encumbrance, transfer or sublease without Landlord’s consent shall be voidable and, at Landlord’s election, shall constitute a default. Notwithstanding the foregoing and Subsections (b) and (c) below, Tenant may assign this Lease or sublet the Premises or a portion thereof, without Landlord's ’s consent, but with prior written consent notice, to any corporation, partnership, individual or other entity which controls, is controlled by or is under common control with Tenant; or to any corporation, partnership, individual or other entity, resulting from the merger or consolidation with Tenant; or to any person or entity which acquires all of the assets of Tenant’s business going concern, provided that (i) the assignee or subtenant assumes, in each instance. A modificationfull, amendment or extension the obligations of Tenant under this Lease (or, in the case of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same non-monetary obligations relevant to the portion of the Premises being subleased), (ii) Tenant remains fully liable under this Lease, (iii) the use of the Lease by such transferee conforms with the requirements of this Lease, and (iv) if Tenant is no longer a viable operating business, the proposed transferee shall have a net worth which is comparable to that of Tenant as of the Lease Date. Provided that Tenant is a corporation, and (i) the stock of Tenant is traded on a national exchange, the transfer of stock in Tenant shall not be discharged by considered an assignment, sublease or transfer under the Lease, or (ii) the stock of Tenant within is not traded on a national exchange, the collective transfer of fifty percent (50.00%) or less of such stock shall not be considered an assignment, sublease or transfer under this Lease. (b) If at any time or from time to time during the Term of this Lease, Tenant desires to assign this Lease with respect to, or to sublet, all or any part of the Premises, then at least twenty (20) days prior to the date when Tenant desires the assignment or subletting to be effective (the “Transfer Date”), Tenant shall give Landlord a notice (the “Transfer Notice”) which shall set forth the name, address and business of the proposed assignee or subtenant, information (including financial statements and references) concerning the character of the proposed assignee or subtenant, in the case of a proposed sublease, a detailed description of the space proposed to be sublet, which must be a single, self-contained unit (the “Space”), any rights of the proposed assignee or subtenant to use Tenant’s improvements and the like, the Transfer Date, and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require, if Landlord promptly (not later than ten (10) business days thereafterafter receipt of the Transfer Notice) requests additional detail, at the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. If this Lease or any interest in this Lease is sold, assigned or transferred by Tenant's expense, by filing or Tenant subleases any part of the bond Premises, without Landlord’s consent, Landlord may, cumulative of any other right or remedy available to Landlord, elect to terminate this Lease (as it affects the portion of the Premises sought to be sublet or assigned) as of the effective date of the proposed transfer. Landlord’s acceptance of any name for listing on the Building directory will not be deemed, not will it substitute for, Landlord’s consent, as required by lawthis Lease, to any sublease, assignment or other occupancy of the Premises. (c) Landlord shall be permitted to consider any reasonable factor in determining whether or not to withhold its consent to a proposed assignment or sublease and Landlord shall make such determination within twenty (20) days following Landlord’s receipt of the Transfer Notice. The failure of Landlord to deliver written notice of such determination within such time period shall be deemed Landlord’s disapproval thereof. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent if Landlord establishes that any of the following conditions are not satisfied: (1) The proposed use by the transferee shall (i) comply with Tenant’s permitted use, (ii) not materially increase the likelihood of damage or destruction, (iii) not materially increase the density of occupancy of the Premises or increase the amount of pedestrian and other traffic through the Building beyond the limits for which the Building was designed, (iv) not be likely to cause an increase in insurance premiums for insurance policies applicable to the Building, unless paid for by Tenant or the transferee, (v) not require new tenant improvements incompatible with then-existing Building systems and components, unless paid for by Tenant or the transferee, (vi) unless paid by Tenant or the transferee, not require Landlord to make material modifications to the Building outside of the Premises (in order, for example, to comply with laws such as the ADA), and (viii) not otherwise have or cause a material adverse impact on the Premises, the Building, the Project, or otherwiseLandlord’s interest therein (2) The proposed transferee shall not be a foreign government entity. (3) Any ground lessor or mortgagee whose consent to such transfer is required fails to consent thereto, notwithstanding Landlord’s good faith and diligent efforts to obtain such consent. (d) Provided Landlord has consented to such assignment or subletting, Tenant shall be entitled to enter into such assignment or sublease with the third party identified in the Transfer Notice subject to the following conditions: (1) At the time of the transfer, no event of monetary default or monetary material default under this Lease (following the giving of notice and passage of the applicable cure period under Section 24) shall have occurred and be continuing; (2) The assignment or sublease shall be on the same terms substantially set forth in the Transfer Notice given to Landlord; (3) No assignment or sublease shall be valid and no assignee or sublessee shall take possession until an executed counterpart of the assignment or sublease has been delivered to Landlord; (4) No assignee or sublessee shall have a right further to assign or sublet without Landlord’s consent thereto in each instance, which consent in the case of a future assignment should not be unreasonably withheld or delayed; (5) Any assignee shall have assumed in writing the obligations of Tenant under this Lease; (6) Any subtenant shall have agreed in writing to comply with all applicable terms and conditions of this Lease with respect to the Space; (7) In the event Tenant sublets the entire Premises or any part thereof, and paying where the Landlord’s consent is otherwise required, Tenant shall deliver to Landlord fifty percent (50.00%) of any other necessary sumsexcess rent within thirty (30) days of Tenant’s receipt thereof pursuant to such subletting. As used herein, “excess rent” shall mean any sums or economic consideration per square foot of the Premises received by Tenant pursuant to such subletting in excess of the amount of the rent per square foot of the Premises payable by Tenant under this Lease applicable to the part or parts of the Premises so sublet; provided, however, that no excess payment shall be payable until Tenant shall have recovered therefrom all of the costs incurred by Tenant for brokerage commissions, tenant improvement work approved by Landlord, reasonable rent concessions, reasonable attorneys fees, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimsreasonable marketing fees, losses or liability resulting from in conjunction with such lien for brokerage services rendered.sublease; and

Assignment and Subletting. Tenant(a) Except upon ▇▇▇▇▇▇▇▇'s prior written consent, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it which consent shall not assignbe unreasonably withheld, mortgage delayed or encumber conditioned, and except as otherwise expressly permitted herein, neither this Lease, Lease nor underlet, or suffer or permit the demised premises all or any part of the Premises shall, directly or indirectly, voluntarily or involuntarily, by 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 part thereof to shall be sublet or be used or occupied for any purpose by othersanyone other than Tenant (collectively, a "sublease"). Notwithstanding the foregoing, the issuance or transfer of any voting or non-voting stock of Tenant shall not constitute an assignment hereunder for which any consent is required and Tenant may assign this Lease or sublet the Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant provided that the net worth of Tenant after such assignment or subletting or after such merger or consolidation with Tenant is equal to or greater than the net worth of Tenant at the date of this Lease), or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Premises, without the prior written ▇▇▇▇▇▇▇▇'s consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved(collectively a "Permitted Transfer"), but no assignment, underletting, occupancy assignment or collection subletting shall be deemed a waiver relieve the original Tenant hereunder from its continuing liability for the performance of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release obligations of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettinghereunder. In no event shall any permitted sublessee Tenant assign this Lease or encumber its sublease or further sublet all the Premises or any portion of its sublet space, or otherwise suffer or permit the sublet space thereof to any then-existing tenant or any part thereof prospective tenant of the Complex, with whom ▇▇▇▇▇▇▇▇ is engaged in active negotiations for alternative space in the Complex, provided Landlord so indicates the same to be used Tenant in writing promptly upon request by ▇▇▇▇▇▇ as to names of existing or occupied by others, prospective tenants with whom Landlord is then involved in negotiations. (b) Any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and shall entitle Landlord to exercise the remedies provided in Section 28 of this Lease. ▇▇▇▇▇▇▇▇'s consent to one assignment or sublease shall not be deemed to be a consent to any subsequent assignment or sublease. (i) If Tenant desires to assign this Lease or any interest therein or sublet all or part of the Premises (each instancehereinafter a "transfer") other than for a Permitted Transfer, Tenant shall first give Landlord written notice ("Transfer Notice") at least twenty (20) days in advance of the proposed transfer date. A modification, amendment or extension In the event of a sublease Permitted Transfer, Tenant shall be deemed first give Landlord a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within Transfer Notice at least ten (10) days thereafterin advance of the proposed transfer date. Tenant shall pay Landlord's reasonable costs incurred in reviewing the Transfer Notice (other than for a Permitted Transfer) and accompanying information in an amount not to exceed One Thousand Dollars ($1,000), regardless of whether the Landlord consents to the proposed transfer. Tenant shall deliver with the Tenant Notice the following: (i) the proposed sublease or assignment, designating the space proposed to be transferred and the terms proposed, (ii) the nature of the proposed subtenant's or assignee's business, and (iii) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee thereof. Other than for a Permitted Transfer, Landlord shall by written notice to Tenant given within twenty (20) days after receipt of the Tenant Notice and information specified above approve or disapprove the proposed assignment or sublease, and if disapproved, stating with particularity the basis for such disapproval. No approval of any assignment or sublease shall constitute any release of Tenant of its liability for the performance of all its obligations under this Lease. (c) In the event Tenant assigns or sublets to anyone (other than a Permitted Transfer), with the consent of Landlord, fifty percent (50%) of any "excess rent" received by Tenant shall be paid to Landlord. Excess rent, as herein defined, is the amount of rent and additional monetary consideration paid by the assignee or sublessee for such assignment or sublease over and above the Base Rent, additional rent and any other additional charges payable by Tenant under this Lease for the Premises or a portion thereof affected, less the reasonable expenses incurred by Tenant in entering into such assignment or sublease, e.g., broker leasing commissions, required retrofit (including any alterations or improvements for the successor occupant) and reasonable attorneys' fees. Such excess thereof shall be paid monthly as received by Tenant. Landlord shall have the right upon ten (10) days' written request, to inspect the books and records of Tenant relating to the receipt of excess rents which books and records shall be made available at the Tenant's expense, by filing the bond required by law, or otherwise, and paying principal corporate office. (d) Without limiting any other necessary sumsconditions stated in this Section 17, no permitted subletting or assignment by ▇▇▇▇▇▇ (including a Permitted Transfer) shall be effective until there has been delivered to Landlord a counterpart of the sublease or assignment in which: (i) if an assignment, the assignee assumes the obligations of Tenant under this Lease; (ii) Tenant acknowledges that it shall remain liable for the performance of all of the terms and Tenant agrees provisions of this Lease; (iii) if a sublease, the subtenant acknowledges that the Landlord may enforce the provisions of the Sublease directly against the subtenant, including any violation by subtenant of any of the provisions of this Lease; provided, however, that the subtenant shall be liable to indemnify Landlord for rent only in the amount set forth in the sublease; (iv) if a sublease, the subtenant may not further assign or sublet the sublet space without Landlord's prior written consent; (iv) if an assignment, that the assignee will comply with all of the provisions of this Lease; and (v) if an assignment, that Landlord may enforce the Lease provisions directly against such assignee. No permitted sublease or assignment shall be effective unless and until there has been delivered to Landlord a counterpart thereof. The failure or refusal of a subtenant or assignee to execute any such instrument shall not release or discharge the subtenant or assignee from its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedas set forth above.

Assignment and Subletting. TenantSection 8.1 Neither Tenant nor its legal representatives or successors in interest shall, for itselfby operation of law or otherwise, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, pledge, encumber or encumber otherwise transfer this Lease or any part hereof, or the interest of Tenant under this Lease, nor underlet, or suffer in any sublease or permit the demised premises rent thereunder. The Premises or any part thereof to shall not be sublet, occupied or used or occupied for any purpose by othersanyone other than Tenant, without Tenant’s obtaining in each instance the prior written consent of Landlord, which consent, subject to the provisions of Section 8.4 below, shall not be unreasonably withheld or delayed. Tenant shall not modify, extend, or amend a sublease previously consented to by Landlord in each instance. If without obtaining Landlord’s prior written consent thereto, which consent, subject to the provisions of Section 8.4 below, shall not be unreasonably withheld or delayed. Section 8.2 An assignment of this Lease shall be assigneddeemed to have occurred (a) if in a single transaction or in a series of transactions more than 50% in interest in Tenant, any guarantor of this Lease, or any subtenant (whether stock, partnership, interest or otherwise) is transferred, diluted, reduced, or otherwise affected with the result that the present holder or owners of Tenant, such guarantor, or such subtenant have less than a 50% interest in Tenant, such guarantor or such subtenant, or (b) if Tenant’s obligations under this Lease are taken over or assumed in consideration of Tenant leasing space in another office building. The transfer of the outstanding capital stock of any corporate Tenant, guarantor or subtenant through the “over-the-counter” market or any recognized national securities exchange (other than by persons owning 5% or more of the voting calculation of such 50% interest of clause 8.2(a) above) shall not be included in the calculation of such 50% interest in clause (a) above. Section 8.3 Notwithstanding anything to the contrary in Section 8.1, upon ten (10) days’ prior written notice to Landlord and approval by Landlord, which approval shall not be unreasonably withheld, Tenant may (a) sublet all or part of the Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; or (b) assign this Lease to a successor corporation or other entity into which or with which Tenant is merged or consolidated or which acquired substantially all of Tenant’s assets and property; provided that (i) such successor corporation assumes substantially all of the obligations and liabilities of Tenant and shall have a net worth at least equal to the net worth of Tenant as of the date of this Lease as determined by generally accepted accounting principles, and (ii) Tenant shall provide in its notice to Landlord the information required in Section 8.4. For the purpose hereof “control” shall mean ownership of not less than 50% of all the voting stock or legal and equitable interest in such corporation or entity. Section 8.4 If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice no later than the time required for notice under Section 8.3 in the case of an assignment or subletting to a related or successor entity as more fully provided under Section 8.3, or thirty (30) days in advance of the proposed effective date of any other proposed assignment or sublease, specifying (a) the name, current address, and business of the proposed assignee or sublessee, (b) the amount and location of the space within the Premises proposed to be so subleased, (c) the proposed effective date and duration of the assignment or subletting, and (d) the proposed rent or consideration to be paid to Tenant by such assignee or sublessee. Tenant shall promptly supply Landlord with financial statements and other information as Landlord may request to evaluate the proposed assignment or sublease. For assignments and sublettings other than those permitted by Section 8.3, Landlord shall have a reasonable amount of time following receipt of such notice and other information requested by Landlord within which to notify Tenant in writing that Landlord elects: (i) to terminate this Lease as to the space so affected as of the proposed effective date set forth in Tenant’s notice, in which event Tenant shall be relieved of all further obligations hereunder as to such space, except for provisions of this Lease which expressly survive the termination hereof; or (ii) to permit Tenant to assign or sublet such space; provided, however, that, if the rent rate agreed upon between Tenant and its proposed subtenant is greater than the rent rate that Tenant must pay Landlord hereunder for that portion of the Premises, or if the demised premises any consideration shall be promised to or any part thereof received by Tenant in connection with such proposed assignment or sublease (in addition to rent), then fifty percent (50%) of such excess rent and other consideration shall be underlet or occupied considered Additional Rent owed by anybody Tenant to Landlord (less brokerage commissions, attorneys’ fees and other than Tenant, Landlord may, after default disbursements reasonably incurred by Tenant, collect rent from the assignee, undertenant or occupantTenant for such assignment and subletting if acceptable evidence of such disbursements is delivered to Landlord), and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance paid by Tenant to Landlord, in the case of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not excess rent, in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenantmanner that Tenant pays Base Rent and, whether or not actually performedin the case of any other consideration, the same shall be discharged by Tenant within ten (10) days thereafterBusiness Days after receipt thereof by Tenant; or (iii) to refuse, at in Landlord’s reasonable discretion, to consent to Tenant's expense’s assignment or subleasing of such space and to continue this Lease in full force and effect as to the entire Premises. The parties agree that Landlord may reasonably refuse to consent to an assignment or subletting if the proposed assignee or subtenant is not consistent with the standards of a high quality office and laboratory building or that will impose an excessive demand on or use of the facilities or services of the Building, is a current tenant or subtenant of the Project or is a prospective tenant to whom Landlord has offered to lease space in the Project; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its approval and shall not be deemed exclusive of any permitted reasons for reasonably withholding approval, whether similar or dissimilar to the foregoing examples. It shall also be reasonable for Landlord to refuse to consent to any assignment or subletting if (i) an Event of Default by filing the bond required by lawTenant then exists under this Lease, or otherwise(ii) such assignment or subletting would cause a default under another lease in the Building or under any Encumbrance, and paying or (iii) any other necessary sumsportion of the Building or Premises would likely become subject to additional or different laws as a consequence of the proposed assignment or subletting. Whether or not Landlord approves of a proposed assignment or sublet, and Tenant agrees to indemnify reimburse Landlord as Additional Rent for reasonable and customary legal fees, a reasonable administrative fee and any other reasonable costs incurred by Landlord in connection with any proposed assignment or subletting. Tenant shall deliver to Landlord copies of all documents executed in connection with any permitted assignment or subletting, which documents shall be in form and substance reasonably satisfactory to Landlord and which shall require any assignee to assume performance of all terms of this Lease to be performed by Tenant or any subtenant to comply with all the terms of this Lease to be performed by Tenant. No acceptance by Landlord of any Rent or any other sum of money from any assignee, sublessee or other category of transferee shall be deemed to constitute Landlord’s consent to any assignment, sublease, or transfer. Unless otherwise agreed to in writing by Landlord, no such assignment or sublease shall release Tenant from any of its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedobligations under this Lease.

Assignment and Subletting. A. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor sublet, underlet, or suffer or permit the demised premises Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord Owner in each instance, except as otherwise expressly hereinafter provided. If this Lease be assigned, whether or if not in violation of the demised premises provisions of this Lease, Owner may collect rent from the assignee. If the Demised Premises be sublet or any part thereof be underlet used or occupied by anybody other than Tenant, Landlord whether or not in violation of this Lease, Owner may, after default by Tenant and expiration of Tenant’s time to cure such default, if any, collect rent from the assignee, undertenant or occupant. In either event, and Owner may apply the net amount collected to the rent rents herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of any of the provisions hereofof this Article 46, or the acceptance of the assignee, undertenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedTenant’s obligations under this Lease. The consent by Landlord Owner to an assignment assignment, mortgaging, subletting, underletting or underletting use or occupancy by others shall not in any way be construed considered to relieve Tenant from obtaining the express written consent in writing of Landlord Owner to any other or further assignment assignment, mortgaging, subletting, underletting or underlettinguse or occupancy by others not expressly permitted by this Article 46. References in this Lease to use or occupancy by others, that is anyone other than Tenant, shall not be construed as limited to subtenants and those claiming under or through subtenants, but as including also licensees and others claiming under or through Tenant, immediately or remotely. (1) Tenant may, upon prior notice to Owner, but without Owner’s prior written consent, assign this Lease for the use set forth in Article 2 hereof to a corporation or other business entity (herein sometimes called a “successor corporation”) into or with which Tenant shall be merged or consolidated, or to which substantially all of Tenant’s assets may be transferred, provided that the successor corporation shall (i) have effectively assumed substantially all of Tenant’s obligations and liabilities, including all obligations under this Lease, by operation of law or appropriate instruments of merger, consolidation or transfer, (ii) be of a character and be engaged in a business which shall be in keeping with the standards in such respects of the tenancies then existing in the Building, (iii) have a net worth determined by generally accepted accounting principles, consistently applied, equal to or greater than Tenant’s net worth on the date hereof, and (iv) at the time of such assignment, deposit with Owner security or additional security, in the form of a letter of credit complying with the provisions of Article 53N hereof or cash, in an amount, if any, required so that Owner shall have on hand the full security deposit in the sum of Sixty-Nine Thousand, Four Hundred Seventy-Six and 00/100 ($69,476.00) Dollars mentioned in Article 34 or Article 53N hereof, as the case may be, in addition to any accumulated interest thereon then being held by Owner, and such full security deposit and interest, if any, shall be held by Owner subject to, and in accordance with, the terms and conditions set forth in Article 34 or Article 53N hereof (except that the terms and conditions relating to any reduction in the amount of such security deposit shall not apply to the successor corporation) for the then remainder of the Term of this Lease, but without any future reduction in the amount of such security deposit. In no event case of an assignment by merger or consolidation, a true copy of the instrument of merger or consolidation containing the successor corporation’s assumption of Tenant’s obligations and liabilities, effectively assuming Tenant’s obligations and liabilities under this Lease, shall be acceptable to Owner in lieu of the agreement mentioned in the first sentence of Article 46H hereof. (2) Tenant may, upon prior notice to Owner, but without Owner’s prior written consent, assign this Lease or sublet any portion of the Demised Premises for the use set forth in Article 2 hereof to a corporation or other business entity (herein called a “related corporation”) which shall control, be controlled by or be under common control with, Tenant provided (i) Tenant shall comply with the provisions of Article 46F hereof, and (ii) such assignee or subtenant shall continue to be a related corporation of Tenant and its character and manner of use of the Demised Premises shall comply with the standard in such respects of the other tenancies in the Building and the provisions of this Lease. Without Owner’s consent, any related corporation may use and occupy a portion of the Demised Premises for any of the purposes permitted sublessee by this Lease, subject to compliance with Tenant’s obligations under this Lease, provided Tenant shall notify Owner ten (10) days prior to the commencement of such use of (i) the name of the related corporation, (ii) the manner in which the related corporation is related to Tenant, and (iii) the period of time during which the related corporation will use the Demised Premises; however such use shall not be deemed to vest in any such related corporation any right or interest in this Lease or the Demised Premises. As used herein in defining a related corporation, control shall be deemed established by ownership of over fifty percent (50%) of the stock or other voting interest of the controlled corporation or other business entity, although the foregoing shall not be the exclusive means by which the subtenant may be established as a related corporation. (3) Notwithstanding anything to the contrary contained in this Lease, if Tenant is a partnership, the admission of new partners, the withdrawal, retirement, death, incompetency or bankruptcy of any partner, or the reallocation of partnership interests among the partners shall not constitute an assignment of this Lease, provided the principal purpose of any of the foregoing is not to circumvent the restrictions on assignment set forth in the provisions of this Article 46. The reorganization of Tenant into a professional corporation if Tenant is a partnership, or the reorganization of Tenant from a professional corporation into a partnership, shall not constitute an assignment of this Lease, provided that immediately following such reorganization, the shareholders of Tenant shall be the same as the partners of Tenant existing immediately prior to such reorganization, or the partners of Tenant shall be the same as the shareholders of Tenant existing immediately prior to such reorganization, as the case may be. If Tenant shall become a professional corporation, each individual shareholder in Tenant and each attorney-employee of a professional corporation which is a shareholder in Tenant shall have the same personal liability as such individual or attorney-employee would have under this Lease if Tenant were a partnership and such individual or attorney-employee were a partner in Tenant. If any individual partner in Tenant is or becomes an attorney-employee of a professional corporation, such individual shall have the same personal liability under this Lease as such individual would have if he and not the professional corporation were a partner of Tenant. C. If Tenant shall desire to assign this Lease or encumber its sublease or further to sublet all or any portion of the Demised Premises to anyone other than a related corporation or successor corporation, for the use set forth in Article 2 hereof, Tenant shall submit to Owner a written request (‘Tenant’s Notice”) for Owner’s consent to such assignment or subletting, which request shall contain or be accompanied by the following information: (i) the name and address of the proposed assignee or subtenant; (ii) if a proposed sublease, a description identifying the space to be sublet and Tenant’s improvements included therein; (iii) the basic terms and conditions, including the effective date, of the proposed assignment or subletting; (iv) the nature and character of the business of the proposed assignee or subtenant and of its sublet spaceproposed use of the Demised Premises; and (v) current financial information and any other information Owner may reasonably request with respect to the proposed assignee or subtenant. D. In the event that Tenant shall send Tenant’s Notice to Owner, Owner shall respond to such request within thirty (30) days of receipt of Tenant’s Notice, failing which Owner will be deemed to have consent to the requested assignment or sublease. If Owner shall not exercise any of its options pursuant to Article 47 hereof, Owner shall not unreasonably withhold, delay or condition its consent to the proposed assignment or subletting referred to in Tenant’s Notice given pursuant to Article 46 hereof provided that the following further conditions shall be fulfilled: (1) The Demised Premises shall not have been listed or otherwise publicly advertised for assignment or subletting, without Owner’s prior written consent, at a rental rate less than the higher of (i) the rate of Fixed Rent and Escalation Rent then payable hereunder, or otherwise suffer (ii) the rate of Fixed Rent and Escalation Rent for which leases of comparable space in the Building are then being made. (2) Tenant shall not then be in default hereunder beyond any applicable notice or permit cure period. (3) The proposed assignee or subtenant shall be of a character, be engaged in a business, and propose to use the sublet Demised Premises in accordance with Article 2 hereof and in a manner in keeping with the standards in such respect of the other tenancies in the Building and the proposed assignee or subtenant shall not then be (i) a tenant, occupant or prospective tenant of any space in the Building other than of space included in the Demised Premises (provided Owner then has comparable space for lease in the Building), or (ii) a prospective tenant with whom Owner shall then be negotiating for the leasing of space in the Building. (4) The proposed assignee shall have deposited with Owner security or additional security, in the form of a letter of credit complying with the provisions of Article 53N hereof or cash, in an amount, if any, required so that Owner shall have on hand the full security deposit in the sum of Sixty-Nine Thousand, Four Hundred Seventy-Six and 00/100 ($69,476.00) Dollars mentioned in Article 34 or Article 53N hereof, as the case may be, in addition to any accumulated interest thereon then being held by Owner, and such full security deposit and interest, if any, shall be held by Owner subject to, and in accordance with, the terms and conditions set forth in Article 34 or Article 53N hereof (except that the terms and conditions relating to any reduction in the amount of such security deposit shall not apply to such assignee) for the then remainder of the Term of this Lease, but without any future reduction in the amount of such security deposit. (5) [Intentionally deleted.] E. Except for any subletting by Tenant to Owner or its designee pursuant to the provisions of Article 47, every subletting hereunder shall be subject to the following further conditions: (1) The subletting shall be expressly subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such subletting to Owner or any such subletting to any other subtenant and/or acceptance of Fixed Rent, Escalation Rent or additional rent by Owner from any subtenant, Tenant shall and will remain fully liable for the payment of the Fixed Rent, Escalation Rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part thereof of Tenant to be used performed and all acts and omissions of any licensee or occupied by others, without Landlord's prior written consent subtenant or anyone claiming under or through any subtenant which shall be in each instance. A modification, amendment or extension violation of a sublease any of the obligations of this Lease shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Demised Premises by Tenant or any person claiming through or under Tenant shall or will be made except upon compliance with and subject to the provisions of this Article 46. If Owner shall decline to give its consent to any proposed assignment or sublease. , or if Owner shall exercise either of its options under Article 47 hereof, Tenant shall indemnify, defend and hold harmless Owner against and from any lien and all loss, liability, damages, costs, and expenses (including reasonable attorneys’ fees) resulting from any claims that may be made against Owner by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. (2) No subletting shall end later than one (1) day before the Fixed Expiration Date. (3) The subletting is filed against subject to the demised premises or express condition, and by accepting a sublease hereunder the building of which the same form a part for brokerage services claimed subtenant shall be conclusively deemed to have been performed agreed, that if this Lease should be terminated prior to the Fixed Expiration Date or if Owner should succeed to Tenant’s estate in the Demised Premises, then at Owner’s election the subtenant shall attorn to and recognize Owner as the subtenant’s landlord under the sublease and the subtenant shall promptly execute and deliver any instrument Owner may reasonably request to evidence such attornment, except that Owner shall not be: (a) liable for any act or omission of Tenant under such sublease, or (b) subject to any defense or offsets which such subtenant may have against Tenant, whether or (c) bound by any previous payment which such subtenant may have made to Tenant more than thirty (30) days in advance of the date upon which such payment was due, unless previously approved by Owner, or (d) bound by any obligation to make any payment to or not actually performedon behalf of such subtenant, or (e) bound by any obligation to perform any work or to make improvements to the same Demised Premises, or portion thereof demised by such sublease, or (f) bound by any amendment or modification of such sublease made without its consent, or (g) bound to return such subtenant’s security deposit, if any, until such deposit has come into its actual possession and such subtenant would be entitled to such security deposit pursuant to the terms of such sublease. (4) The sublease shall contain, conspicuously set forth therein, a notice to the subtenant, in compliance with the terms, conditions and provisions of Section 25­322 of Chapter 3 of Title 25 of the Administrative Code of the City of New York, that the subtenant must obtain a permit from the Landmarks Preservation Commission before commencing any exterior or interior work on the Building, as may be discharged by permitted pursuant to the terms and conditions of the sublease and this Lease, except for ordinary repair and maintenance as that term is defined in Subdivision r of Section 25­302 of said Chapter 3. F. Tenant shall furnish Owner with a counterpart (which may be a conformed or reproduced copy) of each sublease or assignment made hereunder within ten (10) days thereafterafter the date of its execution, at Tenant shall remain fully liable for the performance of all of Tenant's expense, by filing the bond required by law, or otherwise’s obligations hereunder notwithstanding any subletting provided for herein, and paying without limiting the generality of the foregoing, shall remain fully responsible and liable to Owner for all acts and omissions of any other necessary sumssubtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease and any such violation shall be deemed to be a violation by Tenant. Tenant shall pay Owner on demand any reasonable actual out-of-pocket expense (in no event to exceed $2,000.00) which Owner may reasonably be required to incur in acting upon any request for consent to an assignment or a subletting pursuant to this Article 46. G. Notwithstanding any assignment and assumption by the assignee of the obligations of Tenant hereunder, Tenant herein named, and each immediate or remote successor in interest of Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimsherein named, losses or liability resulting from such lien for brokerage services rendered.shall

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 18.1 Tenant shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersnot, without the prior written consent of Landlord in each instance. If (which shall be subject to Section 18.2), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease be assignedor any interest hereunder, permit any assignment, or if other transfer of this Lease or any interest hereunder by operation of law, sublet the demised premises Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof be underlet or occupied by anybody any persons other than TenantTenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord mayin writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 18.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner, manager, member or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by TenantTenant under this Lease. Whether or not Landlord consents to any proposed Transfer, collect rent from Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord not to exceed Five Thousand Dollars ($5,000.00) in connection with any single Transfer, within thirty (30) days after written request by Landlord. 18.2 Landlord shall not unreasonably withhold, condition or delay its consent to any proposed sublet of the assigneeSubject Space or assignment of this Lease on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, undertenant the parties hereby agree that it shall be reasonable under this Lease and under any Applicable Law for Landlord to withhold consent to any proposed sublet or occupantassignment where one or more of the following apply: 18.2.1 The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project; 18.2.2 The Transferee has the power of eminent domain or is a governmental agency or instrumentality thereof, or an agency or subdivision of a foreign government; 18.2.3 The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the Transfer on the date consent is requested; 18.2.4 The proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease; 18.2.5 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, is a tenant in the Project or occupies space in the Project and apply in each case has negotiated with Landlord during the net amount collected ninety (90) calendar day period immediately preceding the date Landlord receives the Transfer Notice to lease space or additional space in the Project and Landlord has space available in the Project of at least equal in size meeting the requirements of the Transferee with respect to size and delivery date; 18.2.6 An Event of Default by Tenant has occurred and is uncured at the time Tenant delivers the Transfer Notice to Landlord; 18.2.7 The Transferee intends to use the space for purposes which are not permitted under this Lease; 18.2.8 The terms of the proposed Transfer would allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); 18.2.9 The proposed Transfer would result in more than three subleases per each full floor of the Premises being in effect at any one time during the Term; 18.2.10 Any ground lessor or mortgagee whose consent to such Transfer is required fails to consent thereto; 18.2.11 In Landlord’s good faith judgment, the use of the Premises by the proposed Transferee would not be comparable to the rent herein reservedtypes of office and/or lab use or any other permitted uses by other tenants in the Project, but no assignment, underletting, occupancy or collection shall be deemed a waiver would entail any alterations which would lessen the value of the provisions hereoftenant improvements in the Premises, would result in more than a reasonable density of occupants per square foot of the Premises, would materially and adversely increase the burden on elevators or other Building systems or equipment over the burden thereon prior to the proposed Transfer, would require materially increased services by Landlord or would require any alterations to the Project by Landlord (or at Landlord’s cost) to comply with applicable laws; or 18.2.12 In Landlord’s reasonable determination, the acceptance of the assigneesub-rent, undertenant additional rent or occupant as tenant, other amounts received or a release of accrued by Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment subleasing, assigning or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet otherwise Transferring all or any portion of its sublet spacethe Premises is based on the income or profits of any person, or otherwise suffer the assignment or permit sublease could cause any portion of the sublet space amounts received by Landlord pursuant to this Lease to fail to qualify as “rents from real property” within the meaning of section 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”), or any part thereof similar or successor provision thereto or which would cause any other income of Landlord to fail to qualify as income described in section 856(c)(2) of the Code. If Landlord consents to any Transfer pursuant to the terms of this Section 18.2 (and does not exercise any recapture rights Landlord may have under Section 18.4 of this Lease), Tenant may within six (6) months after Landlord’s consent, but not later than the expiration of said six-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 18.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 18.2, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 18 (including Landlord’s right of recapture, if any, under Section 18.4 of this Lease). Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has withheld or delayed its consent in violation of this Section 18.2 or otherwise has breached its obligations under this Article 18, their sole remedies shall be used a suit for contract damages (other than damages for injury to, or occupied by othersinterference with, Tenant’s business including, without Landlord's prior written consent in each instance. A modificationlimitation, amendment loss of profits, however occurring) or extension of a sublease shall be deemed a sublease. if any lien is filed against declaratory judgment and an injunction for the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sumsrelief sought, and Tenant agrees hereby waives all other remedies, including, without limitation, any right at law or equity to indemnify terminate this Lease, on its own behalf and, to the extent permitted under all Applicable Laws, on behalf of the proposed Transferee. 18.3 If Landlord and its agents and hold them harmless from and against consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any and all claims“Transfer Premium”, losses or liability resulting as that term is defined in this Section 18.3, received by Tenant from such lien Transferee (other than any Permitted Transferee). “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in consideration for the Transfer in excess of the Base Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii) any brokerage commissions in connection with the Transfer, and (iv) legal fees and disbursements reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant in consideration for such Transfer, and any payment in excess of fair market value for services renderedrendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not sell, assign, mortgage transfer, hypothecate, mortgage, encumber, grant concessions or encumber this Leaselicenses, nor underletsublet, or suffer otherwise dispose of any interest in this Lease or permit the demised premises Premises, by operation of law or any part thereof to be used or occupied by othersotherwise, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any consent granted by Landlord in each instanceany instance shall not be construed to constitute a consent with respect to any other instance or request. If this Lease be assigned, or if the demised premises Premises or any part thereof should be underlet sublet, used, or occupied by anybody anyone other than Tenant, Landlord may, after default or if this Lease should be assigned by Tenant, while an Event of Default exists, Landlord shall have the right to collect rent from the assignee, undertenant subtenant, user or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underlettingsubletting, use, occupancy or collection shall be deemed a waiver of any of Landlord’s rights under the provisions hereofof this Section, a waiver of any of Tenant’s covenants contained in this Section, the acceptance of the assignee, undertenant subtenant, user or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on Tenant’s obligations under the Lease. (a) If Tenant shall desire to sublet the Premises or to assign this Lease, it shall first submit to Landlord a written notice (“Tenant’s Notice”) setting forth in reasonable detail: (i) the name and address of the proposed subtenant or assignee; (ii) the terms and conditions of the proposed subletting or assignment (including the proposed commencement date of the sublease or the effective date of the assignment, which shall be at least thirty (30) days after Tenant’s Notice is given); (iii) the nature and character of the business of the proposed subtenant or assignee; (iv) banking, financial, and other credit information relating to the proposed subtenant or assignee, in reasonably sufficient detail, to enable Landlord to determine the proposed subtenant’s or assignee’s financial responsibility; and (v) in the case of a subletting, a description of any and all work to be done to prepare the Premises to be sublet. (b) Within thirty (30) days after Landlord’s receipt of Tenant’s Notice, Landlord agrees that it shall notify Tenant whether Landlord (i) consents to the proposed sublet or assignment, (ii) does not consent to the proposed sublet or assignment, (iii) elects to exercise its recapture right, as described in Section (e) below, or (iv) requires further information consistent with the information to be furnished as part of Tenant herein containedTenant’s Notice. The In the event Landlord does not elect to exercise its recapture right, then Landlord agrees not to unreasonably withhold its consent by Landlord to an the proposed sublet or assignment. (c) In addition to the foregoing requirements, (i) no assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed permitted if, at the effective date of such assignment or sublease, an Event of Default exists; (ii) no assignment or sublease shall be permitted unless Tenant agrees, at the time of the proposed assignment or sublease and in Tenant’s Notice, to pay to Landlord, immediately upon receipt thereof, fifty percent (50%) of all Net Rental Proceeds, of whatever nature, payable by the prospective assignee or subtenant to Tenant pursuant to such assignment or sublease. For purposes of this Lease, “Net Rental Proceeds” shall mean: in the case of a sublease. if any lien is filed against , the demised premises or the building of amount by which the same form aggregate of all rents, additional charges or other consideration payable under a part sublease to Tenant by the subtenant (including sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property) exceeds the sum of (i) the Base Rent plus all amounts payable by Tenant pursuant to the provisions hereof during the term of the sublease in respect of the subleased space, (ii) brokerage services claimed commissions at prevailing rates due and owing to have been performed for Tenanta real estate brokerage firm, whether or not actually performedand (iii) other customary and reasonable costs incurred by Tenant in connection with the subleasing; and in the case of an assignment, the same shall be discharged amount by which all sums and other considerations paid to Tenant by the assignee of this Lease for or by reason of such assignment (including sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property) exceeds the sum of (i) brokerage commissions at prevailing rates due and owing to a real estate brokerage firm, and (ii) other customary and reasonable costs incurred by Tenant within ten (10) days thereafter, at Tenant's expense, by filing in connection with the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedassignment.

Assignment and Subletting. 10.01. Tenant, for itself, its heirs, distributees, executors, administratorsadmin istrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance.* The merger or consolidation of a corporate lessee or sublessee where the net worth of the resulting corporation is less than the net worth of the lessee or sublessee immediately prior to such merger or consolidation shall be deemed an assignment of this lease or of such sublease. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. 10.02. if If Tenant desires to assign this Lease or to sublet all or any lien is filed against portion of the demised premises, it shall** first submit in writing to Landlord the documents described in Section 10.03 hereof, and shall offer in writing, (i) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of moneys or other consideration therefor,* or, (ii) with respect to a prospective subletting, to sublet to Landlord the portion of the demised premises involved "Leaseback Area") for the term specified by Tenant in its offer and at the lower of (a) Tenant's proposed subrental or the building of which (b) at the same form a part for brokerage services claimed rate of fixed rent and additional rent; and otherwise on the same terms, 16 covenants and conditions (including provisions relating to have been performed for escalation rents), as are contained herein and as are allocable and applicable to the portion of the demised premises to be covered by such subletting. The offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than ninety (90) sixty (60) days nor later than one hundred eighty (180) days following the acceptance of the offer. If an offer of sublease is made, it shall in addition specify the duration of the term of the proposed sublease as fixed by Tenant, whether except that if the proposed sublease will result in all or not actually performedsubstantially all of the demised premises being sublet, then Landlord shall have the same option to extend the term of the proposed sublease for the balance of the term of this Lease less one (1) day. Landlord shall be discharged by Tenant within ten have a period of thirty (1030) ninety (90) days thereafterfrom the receipt of such offer to either accept or reject the same. Landlord or its agents or designees shall have the right, during such time, at reasonable times during business hours, to enter the demised premises to exhibit same to prospective subtenants. If Landlord shall accept such offer, Tenant shall then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord's counsel. If a sublease is so made to Landlord or its designee, it shall expressly: (a) permit Landlord to make further subleases of all or any part of the Leaseback Area and (at no cost or expense to Tenant) to make and authorize any and all changes, alterations, installations and improvements in such space as Landlord may deem necessary for such subletting, at Landlord's expense; (b) provide that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area; (c) negate any intention that the estate created under such sublease be merged with any other estate held by either of the parties; (d) provide that Landlord shall accent the Leaseback Area "as is" except that Landlord, at Landlord's Tenant's expense, shall perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the demised premises and to permit lawful occupancy, it being * letter of intent with respect to ** (see Section 10.04 below), provided that the material terms thereof are substantially the same as those set forth in the letter of intent described in section 10.03 above. ***, provided that the material terms thereof are substantially the same as those set forth in the letter of intent described in Section 10.03 above. 17 intended that Tenant shall have no other cost or expense in connection with the subletting of the Leaseback Area; (e) provide that at the expiration of the term of such sublease Tenant will accept the Leaseback Area in its then existing condition, subject to the obligations of Landlord to make such repairs thereto as may be necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted. Landlord shall indemnify and save Tenant harmless from all ob ligations under this Lease as to the Leaseback Area during the period of time it is so sublet, except for fixed annual rent and additional rents, if any, due under the within Lease, which are in excess of the rent and additional rents due under such sublease. Subject to the foregoing, performance by filing the bond required by lawLandlord, or otherwiseits designee, under a sublease of the Leaseback Area shall be deemed performance by Tenant of any similar obligation under this Lease and paying any other necessary sumsdefault under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease. 10.03. If Tenant requests Landlord's consent to a specific assign ment or subletting, it shall submit in writing to Landlord (i) the name and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimsaddress of the proposed assignee or sublessee, losses (ii) a duly executed counterpart of *the proposed agreement of assignment or liability resulting from such lien for brokerage services rendered.sublease***

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not have the right to assign, pledge, mortgage or encumber otherwise transfer this LeaseLease or to sublet (which term shall include without limitation granting of licenses, nor underletconcessions and the like) the whole or any part of the Leased Premises, whether voluntarily or suffer by operation of law, directly or indirectly, or permit the demised premises use or any part thereof to be used or occupied occupancy of the Leased Premises by othersanyone other than Tenant, without the prior written consent of Landlord, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Any assignment of this Lease or subletting of the whole or any part of the Leased Premises by Tenant without Landlord's express consent shall be invalid, void and of no force or effect. This prohibition includes, without limitation, any assignment, subletting, or other transfer which would occur by operation of law, merger, consolidation, reorganization, acquisition, transfer, or other change of Tenant's corporate or proprietary structure, including a change in the partners of any partnership, and the sale, pledge, or other transfer of any of the issued or outstanding capital stock of any corporate Tenant (unless such stock is publicly traded on a recognized security exchange or over-the-counter market). It shall be a condition of the validity of any permitted assignment or subletting that the assignee or sublessee agree directly with Landlord, in form satisfactory to Landlord, to be bound by all Tenant obligations hereunder, including, without limitation, the obligation to pay all Base Rent and other amounts provided for under this Lease and the covenant against further assignment or other transfer or subletting. In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Unless expressly provided by Landlord in each instanceits consent to any such permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. If this Lease be assignedIn the event of the occurrence of an "Event of Default" (as hereinafter defined), or if during the demised premises period in which the Tenant's interest in the Leased Premises or any part thereof be underlet is then assigned or occupied sublet, Landlord, in addition to any other remedies herein provided or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant novation or occupant as tenant, or a release of Tenant from the further performance of Tenant's obligations hereunder. (b) If Landlord grants its consent to any sublease or assignment, Tenant shall pay Landlord as additional Base Rent, an amount equal to fifty percent (50%) of the difference between the sum of the total amount of any Base Rent plus Operating Costs payable to Tenant under such sublease or assignment minus the sum of the total amount of Base Rent plus Operating Costs payable by Tenant to Landlord hereunder during the same period as such assignment or sublease. Regardless of covenants whether Landlord grants its consent to any proposed sublease or assignment, Tenant shall pay all of the reasonable administrative and attorneys' fees incurred by Landlord with respect to such proposed assignment or sublease. If Tenant has any options to extend the term of this Lease, such options shall not be available to any subtenant, directly or indirectly. (c) In addition to, but not in limitation of, Landlord's right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Leased Premises, to recapture the portion of the Leased Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within sixty (60) days following Landlord's receipt of Tenant's written notice as required above. If this Lease shall be terminated with respect to the entire Leased Premises pursuant to this Paragraph, the term of this Lease shall end on the part date stated in Tenant's notice as the effective date of Tenant herein containedthe sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the term hereof. The consent by If Landlord recaptures under this Paragraph only a portion of the Leased Premises, the rent during the unexpired term shall ▇▇▇▇▇ proportionately based on the rent contained in this Lease as of the date immediately prior to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingsuch recapture. In no the event shall any permitted sublessee assign or encumber its sublease or further sublet all or any of termination in respect of a portion of its sublet spacethe Leased Premises, or otherwise suffer or permit the sublet space or any part thereof portion so eliminated shall be delivered to be used or occupied by othersLandlord on the date specified in good order and condition in the manner required under this Lease at the end of the term hereof and thereafter, without to the extent necessary in Landlord's prior written consent in each instance. A modificationjudgment, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafterLandlord, at Tenant's sole cost and expense, by filing may have access to and may make modification to the bond required by lawLeased Premises so as to make such portion a self-contained rental unit with access to common areas, elevators and the like. The provisions of this paragraph 10 shall apply to each and every assignment of this Lease and each and every subletting of all or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendereda portion of the Leased Premises.

Assignment and Subletting. 20.1 Neither this Lease nor any part hereof, nor the interest of Tenant thereunder, shall, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered, sublet or otherwise transferred by Tenant, for itselfTenant’s legal representatives or successors in interest, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, neither the Premises nor underlet, or suffer or permit the demised premises or any part thereof shall be encumbered in any manner by reason of any act or omission on the part of Tenant, or anyone claiming under or through Tenant, or shall be sublet or be used, occupied or utilized for desk space or for mailing privileges by anyone other than Tenant or a Related Entity (or, solely with respect to be used utilization for desk space or occupied mailing privileges, by othersany persons or entities with which Tenant has an on-going business relationship), without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed, except as expressly otherwise provided in this Article. (a) Tenant’s right at any time during the Term to sublet all or any part of the Premises (or to subsublet all or any part of the 25th Floor Premises at any time before the Lease Commencement Date together with a sublease of the same portion of the 25th Floor Premises that is intended as a continuation after the Lease Commencement Date of the proposed subsubletting before the Lease Commencement Date) shall be subject to the following conditions: (i) The nature of the proposed subtenant’s business and its reputation is in keeping with the character of the Building as a Class A office building and its tenancies and such subtenant shall not be a governmental agency or charitable organization or a corporation or other organization whose operations are or would be subject to ISRA; (ii) The purposes for which the proposed subtenant intends to use the applicable portion of the Premises are uses expressly permitted by this Lease; (iii) Any such subletting will result in there being no more than three (3) occupants (including Tenant and its Related Entities, which collectively shall count as one (1) occupant, and all subtenants) of the Premises; (iv) The proposed sublease shall prohibit any assignment or further subletting, except in compliance with this Section 20.2; (v) No Event of Default shall have occurred and be continuing hereunder; (vi) The proposed subtenant shall not then be a tenant in the Building or a person which has submitted to Landlord, or to which Landlord has submitted, a bona fide written proposal for the rental of comparable space in the Building (meaning space equivalent in size and location to the proposed sublease space) at any time within a period of three (3) months prior to the date Landlord’s consent was sought for subleasing to such tenant or person; (vii) No subletting shall be for a term ending later than one (1) day prior to the expiration of the Term; (viii) Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate; (ix) Each sublease shall provide that, if by reason of a default on the part of Tenant under this Lease, this Lease or the leasehold estate created hereunder is terminated, then such subtenant shall, at the option of Landlord, which shall be exercised in the sole and absolute discretion of the Landlord, attorn to Landlord on the terms and conditions set forth in the sublease, and will recognize Landlord as such subtenant’s Landlord under such sublease, provided that Landlord accepts such attornment, having no obligation to do so; (x) Tenant shall have the right to advertise the availability of space for subleasing, provided however that Tenant does not publish in any such advertisement an asking rental for sublease space which is in excess of ten percent (10%) below the Base Rent which Tenant is then paying Landlord. Nothing in this paragraph shall prevent Tenant from entering into a sublease for a rent which is in excess of ten percent (10%) below the Base Rent which Tenant is then paying under this Lease; and (xi) Tenant shall give Landlord a Notice containing: (a) the material terms of the proposed sublease, (b) information relevant to subparagraphs (i) and (ii) above, and (c) a certification that the remaining requirements of this Section 20.2(a) have been or will be met. (b) Landlord shall, within twenty (20) days after receiving the information under Subsection 20.2(a)(xi), give Notice to Tenant specifying Landlord’s consent or withholding of consent to the proposed sublease (which consent shall not be unreasonably withheld, conditioned or delayed more than twenty (20) days after receiving the information under Subsection 20.2(a)(xi)).If Landlord withholds consent, Landlord shall specify the reasons for the withholding of such consent. If Landlord does not give Notice as described above within the aforesaid twenty (20) day period, then Tenant may sublease part or all of the Premises upon the terms Tenant gave in the information under Section 20.2(a)(xi). Tenant shall within five (5) days after execution thereof, deliver to Landlord an executed copy of such sublease, duly executed by Tenant and by the sublessee. (a) Notwithstanding anything contained in this Article 20, in the event that at any time during the Term (or at any time before the Lease Commencement Date that is during the term of the Sublease) Tenant desires to assign its entire interest in this Lease (with its entire interest in the Premises under the Sublease in case of a proposed assignment before the Lease Commencement Date), Tenant: (i) shall submit to Landlord a Notice setting forth the name and address of the proposed assignee and a detailed description of such person’s business and financial references (including its most recent balance sheet and income statements certified by its chief financial officer or a certified public accountant), and any other information reasonably requested by Landlord; and (ii) shall submit to Landlord (a) the material terms of the proposed assignment and (b) an agreement by Tenant to indemnify Landlord against liability resulting from any claims that in connection with the proposed assignment may be made against Landlord by any brokers or other persons claiming a commission or similar compensation arising out of the assignment of this Lease. (b) Tenant may at any time during the Term (or at any time before the Lease Commencement Date that is during the term of the Sublease) assign its entire interest in this Lease (with its entire interest in the Premises under the Sublease in case of a proposed assignment before the Lease Commencement Date), subject to Landlord’s consent, which consent shall not be unreasonably withheld or delayed, and subject to the following conditions: (i) The proposed assignee has, at the time of the proposed assignment (as shown by audited financial statements), a good ability to pay and perform Tenant’s obligations under this Lease as they are incurred, as reasonably determined by Landlord; (ii) The nature of the proposed assignee’s business and its reputation is in keeping with the character of the Building as a Class A office building and its tenancies and such assignee shall not be a governmental agency, charitable organization or a corporation or other organization whose operations are or would be subject to ISRA; (iii) The purpose for which the proposed assignee intends to use the Premises are uses expressly permitted by this Lease; and (iv) No Event of Default shall have occurred and then be continuing hereunder. (c) Landlord shall, within twenty (20) days after receiving all of the information under Subsections 20.3(a)(i) and (ii) and Subsections 20.3(b)(i) and (ii) give Notice to Tenant to permit or deny the proposed assignment (which permission shall not be unreasonably withheld, conditioned or delayed more than twenty (20) days after receiving the information under Subsection 20.3(a)(i)) and (ii) and Subsections 20.3(b)(i) and (ii)). If Landlord denies consent, it shall explain the reasons for the denial. If Landlord does not give Notice within the twenty (20) day period, then Tenant may assign this Lease of the entire Premises upon the terms Tenant gave in the information under Subsections 20.3(a)(i) and (ii) or Subsections 20.3(b)(i) and (ii), as applicable. (d) In the event that Tenant fails to execute and deliver the assignment with the prospective assignee within six (6) months after Tenant shall have delivered the Notice described in Sections 20.3(a) and (b) relating to such prospective assignee, then Tenant shall again comply with all the provisions and conditions of this Section 20.3 before assigning this Lease. (e) No assignment of part of this Lease (other than to a successor or Related Entity) shall be permitted. Tenant shall within ten (10) days after execution of an assignment, deliver to Landlord a duplicate original instrument of assignment and assumption in form and substance reasonably satisfactory to Landlord, duly executed by Tenant and by the assignee, in which such assignee shall assume performance of all of the provisions of this Lease and evidence reasonably satisfactory to Landlord that the provisions of this Sections 20.3(a) and (b) have been satisfied. No assignment of this Lease shall serve to relieve Tenant of its obligations hereunder, including, without limitation, the obligation to pay Base Rent and Additional Rent. (a) If this Lease be assigned, whether or if not in violation of the demised premises terms of this Lease, Landlord may collect rent from the assignee. If the Premises or any part thereof be underlet sublet or be used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, after default by Tenant and expiration of Tenant’s time to cure such default, if any, collect rent from the assignee, undertenant subtenant or occupant. In either event, and Landlord shall apply the net amount collected to satisfaction of the rent herein reservedobligations on the part of Tenant to be performed, but no assignment, underlettingsubletting, occupancy occupancy, or collection or application of rent collected from a subtenant or occupant shall be deemed a waiver of any of the provisions hereofof Section 20.1, or the acceptance of the assignee, undertenant subtenant, or occupant as a tenant, or a release of Tenant from the further performance by be deemed to relieve, impair, release, or discharge Tenant of covenants its obligations fully to perform the terms of this Lease on the Tenant’s part of Tenant herein containedto be performed. The consent by Landlord to an assignment assignment, transfer, encumbering or underletting subletting pursuant to any provision of this Lease shall not in any way be construed deemed consent to, or be deemed to relieve Tenant from obtaining Landlord’s written consent to, any other or further assignment, transfer, encumbering or subletting. References in this Lease to use or occupancy by anyone other than Tenant shall include, without limitation, subtenants, licensees and others claiming under Tenant or under any subtenant, immediately or remotely. The listing of any name other than that of Tenant on any door of the express Premises or on any directory or in any elevator in the Building, or otherwise, shall not operate to vest in the person so named any right or interest in this Lease or the Premises, or be deemed to constitute, or serve as a substitute for, any consent in writing of Landlord required under this Article, and it is understood that any such listing shall constitute a privilege extended by Landlord, revocable at Landlord’s will by Notice to Tenant. Tenant agrees to pay, as Additional Rent, within ten (10) business days of Tenant’s receipt of an invoice therefor, Landlord’s reasonable attorneys’ fees and disbursements incurred by Landlord (to a maximum of $2,000 in each instance) in connection with any further proposed assignment or underletting. In no event sublease. (b) Notwithstanding anything to the contrary contained herein, if Tenant shall actually receive any permitted sublessee consideration from its assignee (other than a successor or Related Entity) in connection with the assignment of this Lease, Tenant shall pay over to Landlord fifty percent (50%) of the consideration actually received within ten (10) business days after such consideration is received by Tenant (including, without limitation, sums paid for the sale of Tenant’s Work or any Alterations) reduced by (a) the net unamortized or undepreciated cost of Tenant’s Work or any Alterations, determined on the basis of an amortization or depreciation period for the then remaining Term; (b) reasonable brokerage commissions actually incurred by Tenant in connection with such assignment, (c) reasonable attorney’s fees actually incurred by Tenant in connection with such assignment, (d) reasonable advertising fees actually incurred by Tenant in connection with such assignment, (e) the cost of reasonable alterations and reasonable rent concession period for the benefit of such assignee, and (f) all other reasonable out-of-pocket expenses paid by Tenant directly (or actual costs incurred such as rent abatements granted) in connection with such assignment. (a) Tenant may assign or encumber its sublease or further this Lease to, sublet all or any portion part of its sublet spacethe Premises to, or otherwise suffer permit all or permit part of the sublet space or any part thereof Premises to be used or occupied by, a Related Entity for any of the Permitted Uses without any requirement of obtaining Landlord’s consent, but only for such period as such Related Entity occupies the portion of the Premises sublet for any of the Permitted Uses and, except as may be reasonably approved by othersLandlord as of the time of any change of control, without Landlord's prior written consent in each instance. A modificationsuch Related Entity continues to control, amendment continues to be controlled by or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for remains under common control with Tenant, whether subject, however, to compliance with Tenant’s obligations under this Lease. At such time a Related Entity which receives an assignment of this Lease or sublets all or substantially all of the Premises does not actually performedmeet the foregoing requirements, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, such Related Entity and Tenant agrees to indemnify Landlord must comply with the provisions of Sections 20.2 and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered20.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assignvoluntarily or by operation of law, mortgage (1) mortgage, pledge, hypothecate or encumber this LeaseLease or any interest herein, nor underlet(2) assign or transfer this Lease or any interest herein, sublease the Premises or any part thereof, or suffer any right or permit privilege appurtenant thereto, or allow any other person (the demised premises employees and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed provided that (i) Tenant is not then in Default under this Lease nor is any event then occurring and continuing which with the giving of notice or the passage of time, or both, would constitute a Default hereunder, and (ii) the proposed transfer is not an assignment or a sublease under a previous assignment or an existing sublease. When Tenant requests Landlord's consent to such assignment or subletting, it shall notify Landlord in writing of the name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide (A) a fully completed Hazardous Materials Disclosure Certificate for such assignee or subtenant in the form of EXHIBIT F hereto, and (B) current and prior financial statements for the proposed assignee or subtenant, which financial statements shall be audited to the extent available and shall in any event be prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the proposed sublease or assignment agreement, including all material terms and conditions thereof. Landlord shall have the option, to be exercised within thirty (30) days of receipt of the foregoing, to (1) terminate this Lease as of the commencement date stated in the proposed sublease or assignment, (2) sublease or take an assignment, as the case may be, from Tenant of the interest, or any portion thereof, in this Lease and/or the Premises that Tenant proposes to assign or sublease, on the same terms and conditions as stated in the proposed sublet or assignment agreement, and Tenant shall be relieved of its obligations hereunder, but solely to the extent of the portion of the Premises covered by such sublease or assignment and then only during the term thereof, (3) consent to the proposed assignment or sublease, or (4) refuse its consent to the proposed assignment or sublease, providing that such consent shall not be unreasonably withheld, conditioned or delayed so long as Tenant is not then in Default under this Lease nor is any event then occurring and continuing which with the giving of notice or the passage of time, or both, would constitute a Default hereunder. In the event Landlord elects to terminate this Lease or sublease or take an assignment from Tenant of the interest, or portion thereof, in the Lease and/or the Premises that Tenant proposes to assign or sublease as provided in the foregoing clauses (1) and (2), respectively, then Landlord shall have the additional right to negotiate directly with Tenant's proposed assignee or subtenant and to enter into a direct lease or occupancy agreement with such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for any compensation or profit related to such lease or occupancy agreement. (b) Notwithstanding anything to the contrary contained in Paragraph 23(a) above, Tenant shall have the right with prior written notice to, but without the consent of, Landlord, to assign this Lease or to sublease the Premises or any part thereof to be used or occupied by others(i) a Tenant Subsidiary (as hereinafter defined), without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant(ii) a Tenant Sister-Entity with Acceptable Sales and an Acceptable Net Worth (as such terms are hereinafter defined), and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed (iii) a waiver Corporate Successor with Acceptable Sales and an Acceptable Net Worth (as such terms are hereinafter defined). For purposes of the provisions hereofthis Paragraph 23(b), the acceptance of following terms shall have the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.meanings set forth below:

Assignment and Subletting. 9.01 Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that that, except as expressly otherwise set forth in this lease, it shall not assign, mortgage or encumber this Leaseagreement, nor underlet, or suffer or nor suffer, nor permit the demised premises Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease lease be assigned, or if the demised premises Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Tenant in violation of this lease. Landlord may, after default by TenantTenant and without the benefit of any notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's ’s prior written consent in each instanceinstance or except as otherwise expressly set forth in this Lease. A modificationNotwithstanding anything to the contrary in this Article 9, amendment Tenant shall not be permitted to assign this lease or extension sublet the Demised Premises or any portion thereof at any time prior to the third (3rd) anniversary of the Commencement Date. 9.02 If Tenant shall at any time or times during the term of this lease desire to assign this lease or sublet the Demised Premises in a transaction requiring Landlord’s consent, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by (a) a conformed or photostatic copy of the proposed assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) nor more than one hundred eighty (180) days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its option (hereinafter referred to as “Landlord’s Option), (i) if the proposed transaction is a sublease, sublease the Demised Premises from Tenant upon the terms and conditions hereinafter set forth, or (ii) if the proposed transaction is a sublease or an assignment, terminate this lease. Said options may be exercised by Landlord by notice to Tenant at any time within thirty (30) days after such notice has been given by Tenant to Landlord; and during such thirty (30) day period Tenant shall not assign this lease nor sublet such space to any person. 9.03 If Landlord exercises Landlord’s Option to terminate this lease in the case where Tenant desires either to assign this lease or sublet the Demised Premises, then, this lease shall end and expire on the date that such assignment or sublet was to be effective or commence, as the case may be, and the fixed rent and additional rent shall be paid and apportioned to such date. 9.04 If Landlord exercises Landlord’s Option to sublet the Demised Premises, such sublease to Landlord or its designee (as subtenant) shall be at the lower of (i) the rental rate per rentable square foot of fixed rent and additional rent then payable pursuant to this lease or (ii) the rentals set forth in the proposed sublease, and such sublease shall: (a) be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section; (b) be upon the same terms and conditions as those contained in the proposed sublease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section; (c) give the sublessee the unqualified and unrestricted right, without Tenant’s permission, to assign such sublease or any interest therein and/or to sublet the Demised Premises or any part or parts of the Demised Premises and to make any and all changes, alterations, and improvements in the space covered by such sublease; (d) provide that any assignee or further subtenant, of Landlord or its designee, may, at the election of Landlord, be permitted to make alterations, decorations and installations in the Demised Premises or any part thereof and shall also provide in substance that any such alterations, decorations and installations in the Demised Premises therein made by any assignee or subtenant of Landlord or its designee may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease provided that such assignee or subtenant, at its expense, shall repair any damage and injury to the Demised Premises caused by such removal; and (e) also provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, in Landlord’s uncontrolled discretion, shall deem suitable or appropriate, and (iii) that at the expiration of the term of such sublease, Tenant will accept the Demised Premises in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve the Demised Premises in good order and condition. (a) If Landlord exercises Landlord’s Option to sublet the Demised Premises, Landlord shall indemnify and save Tenant harmless from all obligations under this lease as to the Demised Premises during the period of time it is so sublet to Landlord; (b) Performance by Landlord, or its designee, under a sublease of the Demised Premises shall be deemed performance by Tenant of any similar obligation under this lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease; (c) Tenant shall have no obligation, at the expiration or earlier termination of the term of this lease, to remove any alteration, installation or improvement made in the Demised Premises by Landlord. 9.06 In the event Landlord does not exercise Landlord’s Option provided to it pursuant to Section 9.02 and providing that Tenant is not in default of any of Tenant’s obligations under this lease after notice and the expiration of any applicable grace period, Landlord’s consent (which must be in writing and in form satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed, provided and upon condition that: (a) Tenant shall have complied with the provisions of Section 9.02; (b) In Landlord’s reasonable judgment the proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner which (i) is in keeping with the then standards of the Building, (ii) is limited to luxury men’s women’s and children’s fashions and luxury jewelry and accessories, and (iii) will not violate any negative covenant as to use contained in any other lease of space in the Building; (c) The proposed assignee or subtenant is a reputable person of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof and if the proposed assignee or subtenant is other than a natural person, all of the principals thereof execute a “good guy” guarantee prepared by Landlord’s attorney; (d) The proposed assignee or sublessee is not a person with whom Landlord is then negotiating to lease space in the Building; (e) In the case of a proposed subletting, the form of the proposed sublease shall comply with the applicable provisions of this Article: (f) There shall not be more than one (1) occupant of the Demised Premises; (g) The rental and other terms and conditions of the sublease or assignment are the same as those contained in the proposed sublease or assignment furnished to Landlord pursuant to Section 9.02; and (h) The sublease shall not provide for an option on behalf of the subtenant thereunder to extend or renew the term of such sublease. Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the reasonable costs of making investigations as to the acceptability of the proposed assignee or subtenant, and reasonable legal costs incurred in connection with the review of any term sheet, proposed assignment or sublease or any documentation in connection therewith and in the preparation of any documentation in connection with any request for consent whether or not granted; provided, however, Tenant’s liability for the foregoing shall not exceed $3,500 with respect to a particular proposed transaction. Except for any subletting by Tenant to Landlord or its designee pursuant to the provisions of this Article, each subletting pursuant to this Article shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this lease. Notwithstanding any such subletting to Landlord or any such subletting to any other subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the fixed rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this lease, and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Tenant or any person claiming through or under Tenant (except as provided in Section 9.04) shall or will be made except upon compliance with and subject to the provisions of this Article. If Landlord shall decline to give its consent to any proposed assignment or sublease in compliance with the terms hereof, or if Landlord shall exercise any of its options under Section 9.02, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. 9.07 In the event that (a) Landlord fails to exercise Landlord’s Option under Section 9.02 and consents to a proposed assignment or sublease, and (b) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within one hundred twenty (120) days after the giving of such consent, then, Tenant shall again comply with all of the provisions and conditions of Section 9.02 before assigning this lease or subletting the Demised Premises. 9.08 With respect to each and every sublease or subletting authorized by Landlord under the provisions of this lease, it is further agreed: (a) no subletting shall be for a term ending later than one day prior to the expiration date of this lease; (b) no sublease shall be deemed valid, and no subtenant shall take possession of the Demised Premises or any part thereof, until an executed copy of such sublease has been delivered to Landlord; and (c) each sublease shall provide that it is subject and subordinate to this lease and to the matters to which this lease is or shall be subordinate, and that in the event of termination, re-entry or dispossess by Landlord under this lease Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, except for ongoing defaults (e.g., deficient maintenance), (ii) be subject to any offset, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or (iii) be bound by any previous modification of such sublease made without Landlord’s consent, or by any previous prepayment of rent more than one month in advance of the due date. 9.09 If the Landlord shall give its consent to any assignment of this lease or to any sublease (excluding transactions for which Landlord’s consent is not required), Tenant shall in consideration therefor, pay to Landlord, as additional rent: (a) in the case of an assignment, an amount equal to all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property, less, in the case of a sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns) and less the reasonable costs paid by Tenant for alteration costs (or contributions in lieu thereof), advertising, brokerage or consulting fees or commissions and legal fees in connection with such assignment; and (b) in the case of a sublease, an amount equal to any rents, additional charges or other consideration payable under the sublease to Tenant by the subtenant which is in excess of the fixed rent and additional rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof (including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property, less, in the case of the sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns) and less the reasonable costs paid by Tenant for alteration costs (or contributions in lieu thereof), advertising, brokerage or consulting fees or commissions or legal fees in connection with such sublease. if any lien The sums payable under Sections 9.09(a) and (b) shall be paid to Landlord as and when paid by the assignee or subtenant, as the case may be, to Tenant. (a) If Tenant is filed against a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the demised premises or the building provisions of which the same form Section 9.01 shall apply to a part for brokerage services claimed to have been performed for Tenanttransfer (however accomplished, whether in a single transaction or not actually performedin a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the same shall be discharged by issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of legal or beneficial interest of Tenant within ten as if such transfer of stock (10or other mechanism) days thereafter, at Tenant's expense, by filing the bond required by law, which results in a change of legal or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.beneficial i

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (A) Tenant shall not assign, mortgage mortgage, or encumber hypothecate this Lease or any interest therein, or otherwise transfer any legal or equitable interest in this Lease, nor underlet, or suffer or permit shall Tenant sublet the demised premises or any part thereof to be used thereof, whether voluntarily or occupied involuntarily or by othersoperation of law, without the prior written consent of Landlord. Landlord may grant, withhold or condition its consent upon such terms and provisions which Landlord in each instanceits sole and exclusive discretion determine, unless otherwise below provided in Paragraph 12(B). If Further, Tenant shall not have any right hereunder to mortgage or encumber any of Tenant's leasehold improvements to be made within the demised premises, and all such improvements shall be installed free and clear of any and all liens or encumbrances of any kind whatsoever. Any assignment or other transfer consented to by Landlord shall not relieve Tenant for any of its obligations under this Lease, and any such assignment or other transfer not first consented to in writing by Landlord shall be null and void. Any attempted assignment of this Lease by operation of any of the aforesaid events not consented to by Landlord in writing shall be assignednull and void. In the event Landlord shall determine, in its sole and exclusive discretion, to approve a proposed subtenant or if assignee of Tenant, such assignee or subtenant shall in any event be consistent with the type of tenants commonly found in other first- (B) Notwithstanding the aforesaid provisions contained in Paragraph 12(A) of the Lease, the Landlord shall be required to consent to any proposed assignment of this Lease or subletting (in whole) of the demised premises, provided that the proposed assignment or subletting shall occur in connection with any merger, acquisition or consolidation of Tenant whereby the party succeeding to all (or substantially all) of Tenant's assets prior to such merger, consolidation or acquisition shall succeed to Tenant's interest in this Lease, and further provided that the party succeeding to such interest shall execute and deliver unto Landlord such documents as Landlord shall reasonably request in order to evidence its or their assumption of all of the obligations, covenants, duties and agreements under this Lease of the Tenant, and further that the use of the demised premises is in compliance with Paragraph 4, herein. In the event of any such permitted transfer of this Lease as hereinabove provided, the original named Tenant shall remain fully liable for all obligations under this Lease and no such permitted transfer shall relieve any such party of any liability hereunder. Tenant shall pay to Landlord upon request, the administrative expenses and reasonable attorneys' and accountants' fees incurred by Landlord in review of any proposed assignment or subletting, and in preparing or reviewing any part thereof be underlet documents, financial data or occupied by anybody other than Tenant, Landlord may, after default information concerning a proposed assignment or subletting by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it The Tenant shall not assignassign this Lease in whole or in part, mortgage nor sublet all or encumber any part of the Premises, nor grant any license or part with possession of the Premises or transfer any other right or interest under this Lease, nor underletor, or suffer if the Tenant is a corporation, cause or permit the demised premises to occur either directly or indirectly any part thereof to be used change in its ownership or occupied by otherscontrol, all without the prior written consent of the Landlord in each instance. If , which consent shall not be unreasonably withheld or delayed provided the proposed assignment or sublease or change in ownership or control complies with the following provisions: (a) notwithstanding any assignment or sublease, the Tenant shall remain fully liable on this Lease and shall not be assignedreleased from performing any of the terms, covenants and conditions of this Lease; (b) if the Lease is assigned or if the demised premises Premises or any part thereof be underlet are sublet or occupied by anybody anyone other than the Tenant, the Landlord may, after default by Tenant, may collect rent directly from the assignee, undertenant subtenant or occupant, and apply the net amount collected collected, or the necessary portion thereof, to the rent herein reserved, but ; (c) no assignment, underletting, occupancy sublease or collection transfer of ownership or control of the Tenant shall be deemed made or proposed other than to substantial and responsible persons, firms, partnerships or bodies corporate who have financial strength equal to or greater than the Tenant and who are experienced in and agree to carry on the type of business conducted in the Premises by the Tenant, as set form in Section 1.1(h), and in the case of any assignment or subletting who undertake in favour of the Landlord to perform and observe the obligations of the Tenant hereunder by entering into an assumption agreement directly with the Landlord; (d) the prohibition against assigning or subletting without the consent required by this Article shall be construed to include a prohibition against any assignment or sublease by operation of law; (e) the consent by the Landlord to any assignment or sublease shall not constitute a waiver of the provisions hereof, the acceptance necessity of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The such consent by Landlord to an any subsequent assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. Tenant, 12.1 Tenant for itself, its heirs, distributees, executorssuccessors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assigndirectly or indirectly by operation of law, mortgage merger, consolidation, reorganization, dissolution, change of majority ownership of Tenant, or otherwise, assign (which for purposes of this Lease, shall include any such merger, consolidation, reorganization, dissolution or change of ownership of Tenant), mortgage, or encumber this Lease, nor underletor any part thereof, or suffer or permit the demised premises or any part thereof Premises to be used or occupied by others, others without the prior written consent of Landlord in each instance. If this Lease be assigned, or if Any attempt to do so by the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection Tenant shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedvoid. The consent by Landlord to any assignment, mortgage, encumbrance, subletting, or use of the Premises by others shall not constitute a waiver of Landlord’s right to withhold its consent to any other assignment, mortgage, encumbrance, subletting or use of the Premises by others. Without the prior written consent of Landlord, this Lease and the interest of Tenant therein or any assignee of Tenant therein, shall not pass by operation of law, and shall not be subject to garnishment or sale under execution in any suit or proceeding which may be brought against or by Tenant or any assignee of Tenant. 12.2 Landlord covenants and agrees that it will not unreasonably withhold, condition or delay its consent to Tenant’s assigning or subletting all or a part of the Premises, provided, however, (1) that Tenant shall not be in default under any of the terms, covenants, conditions, provisions, and agreements of this Lease at the time of any notice or request for consent under the terms of this Article or at the effective date of such subletting or assigning; and (2) that such subletting or assigning shall not be made with a Tenant who shall be or who shall seek to use any portion of the Premises for a use incompatible with that customarily found in first-class office buildings; notwithstanding the foregoing, the Premises may not be sublet or assigned to any employment agency, governmental department, labor union office, doctor’s or dentist’s office, dance or music studio, school or beauty salon and (3) that the proposed subtenant or assignee is not then an occupant of any part of the Building or a party who dealt with Landlord or Landlord’s agent (directly or through a broker) with respect to reasonably comparable space in the Building during the 12 months immediately preceding ▇▇▇▇▇▇’s request for ▇▇▇▇▇▇▇▇’s consent. 12.3 If Tenant requests ▇▇▇▇▇▇▇▇’s consent to an assignment of this Lease or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing a subletting of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any part of the Premises, Tenant shall submit to Landlord the following information for the proposed assignee or subtenant: (1) their name and address (including the name and phone number of two principals or managers of the assignee); (2) the terms of the proposed assignment or sublease; (3) the nature of their business; (4) their three (3) most recent audited annual financial statements; (5) their certificate of formation; (6) their tax identification (“EIN”) number, and (7) such other information as to their fiscal health and general reputation as Landlord may reasonably require. 12.4 Upon the receipt of such request and information from Tenant, Landlord shall have the option to be exercised in writing within thirty (30) days after such receipt, to either (1) cancel and terminate this Lease, if the request is to assign this Lease, or to sublet all of the Premises for the balance of the Term (or substantially the balance of the Term), or if the request is to sublet a portion of its sublet spacethe Premises only, to cancel and terminate this Lease with respect to such portion, in each case as of the date set forth in Landlord’s notice of exercise of such option (the “Recapture Right”); or otherwise suffer or permit (2) to grant said request; or, (3) to deny such request. Notwithstanding the foregoing, provided the sublet space is (x) not for the balance of the Term (or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension substantially the balance of a sublease shall be deemed a the Term); (y) Tenant expressly intends on re-entering the Premises upon expiration of the sublease. if any lien is filed against ; and (z) the demised premises or the building of which the same form a part for brokerage services claimed to have been performed named Tenant remains obligated for Tenant’s performance under this Lease, whether or not actually performed, Landlord agrees to waive its Recapture Right. Landlord shall provide written notice to Tenant of its intent to exercise the same shall be discharged by Tenant Recapture Right within ten (10) business days thereafterafter ▇▇▇▇▇▇▇▇’s receipt of Tenant’s request. In the event Landlord provides such written notice to Tenant of its intent to exercise the Recapture Right, at Tenant shall have the right within five (5) business days after Tenant's expense’s receipt of Landlord’s notice that it is exercising its Recapture Right, by filing to withdraw ▇▇▇▇▇▇’s request to assign the bond required by lawLease or sublet the Premises and this Lease shall remain in full force and effect. 12.5 In the event Landlord shall cancel this Lease, ▇▇▇▇▇▇ shall surrender possession of the Premises, or otherwisethe portion of the Premises which is the subject of the request, as the case may be, on the date set forth in such notice in accordance with the provisions of this Lease relating to surrender of the Premises. If the Lease shall be canceled as to a portion of the Premises only, the Base Rent and Additional Rent payable by Tenant hereunder shall be reduced proportionately according to the ratio that the number of square feet in the portion of space surrendered bears to the square feet in the rentable square footage of the Premises. 12.6 In the event that Landlord shall consent to a sublease or assignment pursuant to the request from Tenant, Tenant shall cause to be executed by its assignee or subtenant (1) an agreement to perform faithfully and to assume and be bound by all of the terms, covenants, conditions, provisions, and paying agreements of this Lease for the period covered by the assignment or sublease and in the event of sublease, to the extent of the space sublet and (2) as to assignments only, a landlord consent to assignment in a form acceptable to Landlord memorializing ▇▇▇▇▇▇▇▇’s approval of the assignee. An executed copy of each sublease or assignment and assumption of performance by the sublessee or assignee, on a form acceptable to Landlord, shall be delivered to Landlord within thirty (30) days prior to the commencement of occupancy set forth in such assignment or sublease. No such assignment or sublease shall be binding on Landlord until Landlord has received such copies as required herein. 12.7 Except as may otherwise be expressly provided in this Lease, in no event shall any other necessary sumsassignment or subletting (whether or not Landlord may have consented), release or relieve Tenant from its obligations to fully perform all of the terms, covenants, and conditions of this Lease on its part to be performed, unless otherwise agreed in writing by Landlord. 12.8 Without otherwise restricting the grounds upon which Landlord may otherwise withhold its consent, Landlord shall not be deemed to have unreasonably withheld its consent to such an assignment or subletting if Landlord Consent Requirements are not satisfied. Furthermore, Landlord may withhold its consent if, in its judgment, it determines that: (a) The proposed new use of the Premises is not, in Landlord’s reasonable opinion, appropriate for the Building or in keeping with the character of the existing tenancies or is expressly prohibited under the terms of this Lease. (b) The proposed assignee’s use or occupancy will make unreasonable or excessive demands on the Building’s services, maintenance or facilities or will cause excessive traffic or unacceptable increase in density of traffic of the building. (c) Less than fifty (50%) percent of the rentable square footage of the Building is then rented. 12.9 As used herein, “Landlord’s Consent Requirements” shall mean the following minimum requirements which must be met by Tenant agrees before Landlord shall consent to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses an assignment of the Lease or liability resulting from such lien for brokerage services rendered.subletting of part of the Premises:

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not sublet the Premises in whole or in part or sell, assign, mortgage or encumber this Leaselien, nor underletencumber, or suffer in any manner transfer this Lease or assign or delegate the management or permit the demised premises use or occupancy of the Premises or any part thereof to be used or occupied by others, anyone other than Tenant without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord in each instance. If and Tenant acknowledge and agree that the foregoing provisions have been freely negotiated by the parties hereto and that Landlord would not have entered into this Lease without Tenant's consent to the terms of this Paragraph 9. No assignment, transfer, mortgage, sublease or other encumbrance, whether or not approved, and no indulgence granted by Landlord to any assignee or subtenant, shall in any way impair the continuing primary liability (which after an assignment shall be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from joint and several with the assignee, undertenant or occupant) of Tenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection approval in a particular instance shall be deemed to be a waiver of the provisions hereofobligation to obtain Landlord's approval in any other case. If for any approved assignment or sublease Tenant receives rent or other consideration, either initially or over the acceptance term of the assigneeassignment or sublease, undertenant or occupant as tenantin excess of the base rent hereunder, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension case of a sublease of part of the Premises, in excess of the portion of such rent fairly allocable to such part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account, Tenant shall pay to Landlord as additional rent one-half of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any other person having an interest in the possession, use occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Premises which provides for rental or other payment for such use, occupancy or utilization base, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied, or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be deemed absolutely void and ineffective as a sublease. if conveyance of any lien is filed against right or interest in the demised premises possession, use, occupancy or utilization of any part of the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedPremises.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assignvoluntarily or by operation of law, mortgage (1) mortgage, pledge, hypothecate or encumber this LeaseLease or any interest herein, nor underlet(2) assign or transfer this Lease or any interest herein, or suffer or permit sublease the demised premises Premises or any part thereof thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to be used occupy or occupied by othersuse the Premises, or any portion thereof, without first obtaining the prior written consent of Landlord Landlord, which consent shall not be withheld unreasonably as set forth below in each instance. If this Section 23, provided that (i) Tenant is not then in Default under this Lease be assignednor is any event then occurring which with the giving of notice or the passage of time, or if both, would constitute a Default hereunder, and (ii) Tenant has not previously assigned or transferred this Lease or any interest herein or subleased the demised premises Premises or any part thereof be underlet thereof, except for a public offering of stock or occupied by anybody other a private sale of stock to raise capital. A transfer of greater than a fifty percent (50%) interest (whether stock, partnership interest, membership interest or otherwise) of Tenant, either in one (1) transaction or a series of transactions shall be deemed to be an assignment under this Lease. Notwithstanding the foregoing, Tenant may assign or sublease part or all of the Premises without Landlord's consent to: (i) any corporation or partnership that controls, is controlled by, or is under common control with, Tenant (a "Related Corporation"); or (ii) any corporation resulting from the merger or consolidation with Tenant or any entity that acquires all of Tenant's assets as a going concern of the business that is being conducted on the Premises, as long as the assignee or sublessee is a bona fide entity and assumes the obligations of Tenant When Tenant requests Landlord's consent to such assignment or subletting, it shall notify Landlord mayin writing of the name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide current and prior financial statements for the proposed assignee or subtenant, after default which financial statements shall be audited to the extent available and shall in any event be prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the proposed sublease or assignment agreement, including all material terms and conditions thereof Landlord shall have the option, to be exercised within thirty (30) days of receipt of the foregoing, to (1) terminate this Lease as of the commencement date stated in the proposed sublease or assignment, (2) sublease or take an assignment, as the case may be, from Tenant of the interest, or any portion thereof, in this Lease and/or the Premises that Tenant proposes to assign or sublease, on the same terms and conditions as stated in the proposed sublet or assignment agreement, (3) consent to the proposed assignment or sublease, or (4) refuse its consent to the proposed assignment or sublease, providing that such consent shall not be unreasonably withheld so long as Tenant is not then in Default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, or both, would constitute a Default hereunder. In the event Landlord elects to terminate this Lease or sublease or take an assignment from Tenant of the interest, or portion thereof, in the Lease and/or the Premises that Tenant proposes to assign or sublease as provided in the foregoing clauses (1) and (2), respectively, then Landlord shall have the additional right to negotiate directly with Tenant's proposed assignee or subtenant and to enter into a direct lease or occupancy agreement with such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for any compensation or profit related to such lease or occupancy agreement. (b) Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be entitled to consider all reasonable criteria including, but not limited to, the following: (1) whether or not the proposed subtenant or assignee is engaged in a business which, and the use of the Premises will be in an manner which, is in keeping with the then character and nature of all other tenancies in the Project, (2) whether the use to be made of the Premises by the proposed subtenant or assignee will conflict with any so-called "exclusive" use then in favor of any other tenant of the Building or the Project, and whether such use would be prohibited by any other portion of this Lease, including, but not limited to, any rules and regulations then in effect, or under applicable Laws, and whether such use imposes a greater load upon the Premises and the Building and Project services than imposed by Tenant, collect rent from (3) the assignee, undertenant business reputation of the proposed assignee or occupantsubtenant who will be managing and operating the business operations of the assignee or subtenant, and apply (4) the net amount collected creditworthiness and financial stability of the proposed assignee in light of the responsibilities involved. In any event, Landlord may withhold its consent to any assignment or sublease, if (i) the actual use proposed to be conducted in the Premises or portion thereof conflicts with the provisions of Paragraph 9(a) or (b) above or with any other lease which restricts the use to which any space in the Building or the Project may be put, (ii) the proposed assignment or sublease requires alterations, improvements or additions to the rent herein reservedPremises or portions thereof, but no assignment, underletting, occupancy unless assignee or collection shall be deemed a waiver subtenant agree to remove and restore the premises to their original condition (iii) the portion of the provisions hereof, the acceptance Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of the assignee, undertenant or occupant as tenantingress and egress, or does, not comply with governmental safety and other codes. As a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord condition to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further rights Tenant may have under this Lease to sublet all or any portion of its sublet spacethe Premises, Tenant shall offer space for sublease at a starting base rental rate no lower than Landlord's then current highest asking base rental rate for other space in the Project which is then on the market for direct lease. If there is no space in the Project then currently on the market for direct lease, Tenant shall offer the space for sublease at a starting base rental rate no lower than a rate which is the average of the starting rate for Landlord's last two new leases and/or renewals in the Project, or otherwise suffer if Landlord has not entered into two new leases and/or renewals within the immediately preceding six month period, then Tenant shall offer the space for sublease at a starting base rental rate no lower than the fair market rental rate. (c) If Landlord approves an assignment or permit subletting as herein provided, Tenant shall pay to Landlord, as Additional Rent, one hundred percent (100%) of the sublet space excess, if any, of (1) the rent and any additional rent payable by the assignee or any part thereof sublessee to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performedless reasonable and customary market-based leasing commissions, the same shall be discharged tenant improvement and legal expenses, if any, incurred by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, in connection with such assignment or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.sublease; minus

Assignment and Subletting. SECTION 13.1 Except as otherwise expressly provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, pledge, encumber, or encumber otherwise transfer this Lease, nor sublet (nor underlet), or suffer or nor suffer, nor permit the demised premises Premises or any part thereof to be used or occupied by othersothers (whether for desk space, mailing privileges or otherwise), without the prior written consent of Landlord in each instance. If this Lease be is assigned, or if the demised premises Premises or any part thereof be underlet are sublet or occupied by anybody other than Tenant, or if this Lease or the Premises or Tenant's personal property are encumbered (whether by operation of law or otherwise) without Landlord's consent, then Landlord may, after default by Tenant, collect rent from the assignee, undertenant subtenant or occupant, and apply the net amount collected to the rent herein reservedFixed Rent and Additional Rent, but no assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, undertenant subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant of covenants on its obligations under this Lease, and Tenant shall remain fully liable therefor. Notwithstanding the foregoing sentence, Landlord acknowledges that Tenant shall have the right, from time to time, to grant security interests in and to Tenant's personal property located in the Premises, provided that no such security interest shall ever attach to any part of Tenant herein containedthe Real Property. The consent by Landlord to an any assignment or underletting subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingsubletting. In no event shall any permitted sublessee subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modificationAny assignment, amendment sublease, mortgage, pledge, encumbrance or extension transfer in contravention of the provisions of this Article 13 shall be void. SECTION 13.2 If Tenant shall, at any time or from time to time, during the Term desire to assign this Lease or sublet all or part of the Premises, Tenant shall give notice (a "Tenant's Notice") thereof to Landlord, which Tenant's Notice shall set forth: (a) with respect to an assignment of this Lease, the date Tenant desires the assignment to be effective and any consideration Tenant would receive under such assignment, (b) with respect to a sublet of all or a part of the Premises (i) the dates upon which Tenant desires the sublease term to commence and expire, (ii) the rental rate and other material business terms upon which Tenant would sublet such premises, and (iii) a description of the Premises showing the portion to be sublet, the effective or commencement date of which shall be not less than thirty (30) nor more than one hundred and eighty (180) days after the giving of such notice, (c) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (d) current financial information with respect to the proposed assignee or subtenant, including its most recent financial report, (e) a true and complete copy of the proposed assignment or sublease and any other agreements relating thereto, and (f) an agreement by Tenant to indemnify Landlord against liability resulting from any claims that may be made against Landlord by the proposed assignee or subtenant or by any brokers or other Persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. Tenant's Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option, (I) sublease such space (the "Leaseback Space") from Tenant upon the terms and conditions set forth in Section 13.4, or terminate the Lease with respect to only the Leaseback Space, or (II) if the proposed transaction is (1) an assignment of this Lease, or (2) a subleasesubletting of fifty percent (50%) or more of the rentable area of the Premises, terminate this Lease. Said options may be exercised by Landlord by notice given to Tenant at any time within sixty (60) days after Tenant's Notice has been given by Tenant to Landlord, and during such sixty-day period, Tenant shall not assign this Lease nor sublet such space to any Person other than Landlord. Notwithstanding the foregoing, Tenant shall not be required to obtain Landlord's consent as described in Section 13.1 and Landlord shall not have the right to exercise the option described in this Section 13.2 with respect to a sublease demising not more than twenty percent (20%) of the Premises Area (an "Excepted Sublease"), provided that the area so subleased shall not be separately demised nor have an entrance or reception area separate from the remainder of the Premises; provided, further, that any Excepted Sublease shall be subject to all of the other terms and conditions of this Article 13. SECTION 13.3 If Landlord exercises its option to terminate this Lease with respect to all or a portion of the Premises pursuant to Section 13.2, then this Lease shall end and expire on the date that such assignment or sublease was to be effective or commence, as the case may be, and the Fixed Rent and Additional Rent due hereunder shall be paid and apportioned to such date. In such event, Landlord and Tenant, upon request of either party, shall enter into an amendment of this Lease ratifying and confirming such total or partial termination, and setting forth appropriate modifications, if any, to the terms and provisions hereof. Following such termination, Landlord shall be free to and shall have no liability to Tenant if Landlord should lease the Premises (or any lien is filed against part thereof) to Tenant's prospective assignee or subtenant. SECTION 13.4 If Landlord exercises its option to sublet the demised premises Leaseback Space, such sublease to Landlord or its designee (as subtenant) shall be at a rental rate equal to the building product of which (i) the lesser of (A) the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease, or (B) the rental rate per rentable square foot of rent and additional rent set forth in Tenant's Notice, multiplied by (ii) the number of rentable square feet of the Leaseback Space, and shall be for the same form a term as that of the proposed subletting, and such sublease shall: (a) be upon such other terms and conditions as are contained in Tenant's Notice, and be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this Lease, except such as are irrelevant or inapplicable, and except as expressly set forth in this Article 13 to the contrary; (b) give the subtenant the unqualified and unrestricted right, without Tenant's permission, to assign such sublease or any interest therein and/or to sublet the space covered by such sublease or any part or parts of such space and to make any and all changes, alterations and improvements in the space covered by such sublease, and if the proposed sublease will result in all or substantially all of the Premises being sublet, grant Landlord or its designee the option to extend the term of such sublease for brokerage services claimed the balance of the Term of this Lease less one day; (c) provide that any assignee or further subtenant of Landlord or its designee, may, at Landlord's option, be permitted to have been performed make alterations, decorations and installations in such space or any part thereof and shall also provide in substance that any such alterations, decorations and installations in such space therein made by any assignee or subtenant of Landlord or its designee may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease; provided, however, that such assignee or subtenant shall, at its sole cost and expense, repair any damage and injury caused by such removal; and (d) provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or sublease by Landlord or its designee (as the subtenant) may be for Tenantany purpose or purposes that Landlord, whether in Landlord's uncontrolled discretion, shall deem suitable or not actually performedappropriate, the same shall be discharged by (iii) Tenant within ten (10) days thereaftershall, at Tenant's sole cost and expense, at all times provide and permit reasonably appropriate means of ingress to and egress from such space so sublet by filing Tenant to Landlord or its designee, (iv) Landlord may, at Tenant's sole cost and expense, make such alterations as may be required or deemed necessary by Landlord to physically separate the bond required subleased space from the balance of the Premises and to comply with any legal or insurance requirements relating to such separation, and (v) that at the expiration of the term of such sublease, Tenant will accept the space covered by lawsuch sublease in its then existing condition, subject to the obligations of the subtenant to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition. (a) If Landlord exercises its option to sublet the Leaseback Space, Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Space during the period of time it is so sublet to Landlord, except as to any obligation which arises out of or results from the negligence or willful misconduct of Tenant, or otherwiseany of its agents, servants or employees. (b) Performance by Landlord, or its designee, under a sublease of the Leaseback Space shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease. (c) Tenant shall have no obligation, at the expiration or earlier termination of the Term, to remove any alteration, installation or improvement made in the Leaseback Space by Landlord (or Landlord's designee). (d) Any consent required of Tenant, as Landlord under the sublease, shall be deemed granted if consent with respect thereto is granted by Landlord under this Lease, and paying any failure of Landlord (or its designee) to comply with the provisions of the sublease other necessary sumsthan with respect to the payment of Fixed Rent and Additional Rent to Tenant, shall not constitute a default thereunder or hereunder if Landlord shall have consented to such non-compliance. (e) Tenant shall have no obligation to provide to Landlord or Landlord's designee any services other than those services provided by Landlord to Tenant under this Lease. Tenant shall have the right to contract directly with Landlord or Landlord's designee to purchase additional services which Tenant provides to itself at the Premises. SECTION 13.6 In the event Landlord does not exercise either option provided to it pursuant to Section 13.2, or if Tenant shall request consent to enter into an Excepted Sublease, and provided that no Event of Default shall have occurred and be continuing under this Lease as of the time Landlord's consent is requested by Tenant, Landlord's consent (which must be in writing and in form and substance satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed; provided, however, that: (a) Tenant shall have complied with the provisions of Section 13.2 hereof and Landlord shall not have exercised any of its options thereunder within the time permitted therefor; (b) In Landlord's judgment, the proposed assignee or subtenant is engaged in a business or activity, and the Premises, or the relevant part thereof, will be used in a manner, which (i) is in keeping with the then standards of the Building, and (ii) does not violate the restrictions set forth in Article 2; (c) The proposed assignee or subtenant is a reputable Person with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with evidence thereof; (d) In the event Landlord has reasonably comparable space in the Building available for lease, then (i) neither the proposed assignee or subtenant nor any Person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or subtenant, is then an occupant of any part of the Building, and (ii) the proposed assignee or subtenant is not a Person (or Affiliate of a Person) with whom Landlord or Landlord's agent is then, or has been within the previous six (6) month period, negotiating in connection with rental of space in the Building; (e) The form of the proposed sublease or instrument of assignment shall be reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 13, and Tenant agrees shall deliver a true and complete original, fully executed counterpart of such sublease or other instrument to indemnify Landlord promptly upon the execution and delivery thereof; (f) Tenant and its agents proposed subtenant or assignee, as the case may be, shall execute and hold them harmless deliver to Landlord an agreement, in form and substance satisfactory to Landlord, setting forth the terms and conditions upon which Landlord shall have granted its consent to such assignment or subletting, and the agreement of Tenant and such subtenant or assignee, as the case may be, to be bound by the provisions of this Article 13; (g) There shall not be more than three (3) subtenants of the Premises; (h) The amount of the aggregate rent to be paid by the proposed subtenant shall not be less than the then current market rent per rentable square foot for the Premises, determined as though the Premises were vacant, and the rental and other terms and conditions of the sublease shall be substantially the same as those contained in Tenant's Notice; (i) Tenant shall reimburse Landlord, as Additional Rent upon demand, for (A) the reasonable costs and expenses incurred by Landlord in connection with the assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and the cost of reviewing plans and specifications proposed to be made in connection therewith, and (B) Landlord's reasonable out-of-pocket legal fees and disbursements incurred in connection with the granting of any requested consent and the preparation of Landlord's written consent to the sublease or assignment; (j) Tenant shall not have (i) advertised or publicized in any way the availability of the Premises without prior notice of and approval by Landlord, or (ii) listed the Premises for sublease or assignment with a broker, agent or otherwise at a rental rate less than the fixed rent and additional rent at which Landlord is then offering to lease comparable space in the Building; and (k) The proposed subtenant or assignee shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of the courts of New York State. Except for any sublease by Tenant to Landlord or its designee pursuant to this Article 13, each sublease pursuant to this Section 13.6 shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such sublease to Landlord or any such sublease to any other subtenant, or any acceptance of Fixed Rent or Additional Rent by Landlord from any subtenant, Tenant will remain fully liable for the payment of the Fixed Rent and against any Additional Rent due and to become due hereunder and for the performance of all claimsthe covenants, losses or liability resulting from such lien agreements, terms, provisions and conditions contained in this Lease on Tenant's part to be observed and performed, and for brokerage services rendered.all acts and omi

Assignment and Subletting. A. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor sublet, underlet, or suffer or permit the demised premises Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord owner in each instance, except as expressly hereinafter provided. If this Lease be assigned, whether or if not in violation of the demised premises provisions of this Lease, Owner may collect rent from the assignee. If the Demised Premises be sublet or any part thereof be underlet used or occupied by anybody other than Tenant, Landlord whether or not in violation of this Lease, Owner may, after default by Tenant and expiration of Tenant's time to cure such default, if any, collect rent from the assignee, undertenant or occupant. In either event, and owner may apply the net amount collected to the rent rents herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of any of the provisions hereofof this Article 46, or the acceptance of the assignee, undertenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedTenant's obligations under this Lease. The consent by Landlord Owner to an assignment assignment, mortgaging, subletting, underletting or underletting use or occupancy by others shall not in any way be construed considered to relieve Tenant from obtaining the express written consent in writing of Landlord Owner to any other or further assignment assignment, mortgaging, subletting, underletting .or use or underlettingoccupancy by others not expressly permitted by this Article 46. References in this Lease to use or occupancy by others, that is anyone other than Tenant, shall not be construed as limited to subtenants and those claiming under or through subtenants, but as including also licensees and others claiming under or through Tenant, immediately or remotely. (1) Tenant may, upon prior notice to Owner, but without Owner's prior written consent, assign this Lease for the use set forth in Article 2 hereof to a corporation or other business entity (herein sometimes called a "successor corporation") into or with which Tenant shall be merged or consolidated, or to which substantially all of Tenant's assets may be transferred, provided that the successor corporation shall (i) have effectively assumed substantially all of Tenant's obligations and liabilities, including all obligations under this Lease, by operation of law or appropriate instruments of merger, consolidation or transfer and (ii) be of a character and be engaged in a business which shall be in keeping with the standards in such respects of the tenancies then existing in the Building, and (iii) have a net worth determined by generally accepted accounting principles, consistently applied, equal to or greater than Tenant's net worth immediately preceding such transfer. In no event case of an assignment by merger or consolidation, a true copy of the instrument of merger or consolidation containing the successor corporations's assumption of Tenant's obligations and liabilities, effectively assuming Tenant's obligations and liabilities under this Lease, shall be acceptable to Owner in lieu of the agreement mentioned in the first sentence of Article 46H hereof. (2) Tenant nay, upon prior notice to Owner, but without Owner's prior written consent, sublet any portion of the Demised Premises for the use set forth in Article 2 hereof to a corporation or other business entity (herein called a "related corporation") which shall control, be controlled by or be under common control with, Tenant provided (i) Tenant shall continue to occupy at least twenty five percent (25%) of the rentable area of the Demised Premises, (ii) Tenant shall comply with the provisions of Article 46F hereof, and (iii) such subtenant shall continue to be a related corporation of Tenant and its character and manner of use of the Demised Premises shall comply with the standard in such respects of the other tenancies in the Building and the provisions of this Lease. Any related corporation may use and occupy a portion of the Demised Premises for any of the purposes permitted sublessee by this Lease, subject to compliance with Tenant's obligations under this Lease, provided Tenant shall notify Owner ten (10) days prior to the commencement of such use of (i) the name of the related corporation, (ii) the manner in which the related corporation is related to Tenant, and (iii) the period of time during which the related corporation will use the Demised Premises; however such use shall not be deemed to vest in any such related corporation any right or interest in this Lease or the Demised Premises. As used herein in defining a related corporation, control shall be deemed established by ownership of over fifty percent (50%) of the stock or other voting interest of the controlled or controlling corporation or other business entity. (3) Notwithstanding anything to the contrary contained in this Lease, if Tenant is a partnership, the admission of new partners, the withdrawal, retirement, death, incompetency or bankruptcy of any partner, or the reallocation of partnership interests among the partners shall not constitute an assignment of this Lease, provided the principal purpose of any of the foregoing is not to circumvent the restrictions on assignment set forth in the provisions of this Article 46. The reorganization of Tenant into a professional corporation if Tenant is a partnership, or the reorganization of Tenant from a professional corporation into a partnership, shall not constitute an assignment of this Lease, provided that immediately following such reorganization, the shareholders of Tenant shall be the same as the partners of Tenant existing immediately prior to such reorganization, or the partners of Tenant shall be the same as the shareholders of Tenant existing immediately prior to such reorganization, as the case may be. If Tenant shall become a professional corporation, each individual shareholder in Tenant and each attorney-employee of a professional corporation which is a shareholder in Tenant shall have the same personal liability as such individual or attorney-employee would have under this Lease if Tenant were a partnership and such individual or attorney-employee were a partner in Tenant. If any individual partner in Tenant is or becomes an attorney-employee of a professional corporation, such individual shall have the same personal liability under this Lease as such individual would have if he and not the professional corporation were a partner of Tenant. C. If Tenant shall desire to assign this Lease or encumber its sublease or further to sublet all or any portion of the Demised Premises to anyone other than a related or successor corporation, for the use set forth in Article 2 hereof, Tenant shall submit to Owner a written request ("Tenant's Notice") for Owner's consent to such assignment or subletting, which request shall contain or be accompanied by the following information: (i) the name and address of the proposed assignee or subtenant; (ii) a description identifying the space to be sublet and Tenant's improvements included therein; (iii) D. If Owner shall not exercise any of its sublet spaceoptions pursuant to Article 47 hereof, Owner shall not unreasonably withhold its consent to the proposed assignment or subletting referred to in Tenant's Notice given pursuant to Article 46 hereof provided that the following further conditions shall be fulfilled: (1) The Demised Premises shall not have been listed or otherwise suffer publicly advertised for assignment or permit the sublet space or any part thereof to be used or occupied by otherssubletting, without LandlordOwner's prior written consent consent, at a rental rate less than the rate of Fixed Rent and Escalation Rent for which leases of comparable space in each instance. A modificationthe Building or in comparable buildings are then being made. (2) Tenant shall not then be in default hereunder beyond any applicable notice or cure period. (3) The proposed assignee or subtenant shall have a financial standing, amendment or extension be of a sublease character, be engaged in a business, and propose to use the Demised Premises in accordance with Articles 2 and 37 hereof and in a manner in keeping with the standards in such respect of the other tenancies in the Building and the proposed assignee or subtenant shall not then be (i) a tenant, occupant or prospective tenant of any space in the Building other than of space included in the Demised Premises, or (ii) a prospective tenant with whom Owner shall have been negotiating for the leasing of space in the Building. E. Except for any subletting by Tenant to Owner or its designee pursuant to the provisions of Article 47, every subletting hereunder shall be subject to the following further conditions: (1) The subletting shall be expressly subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such subletting to Owner or any such subletting to any other subtenant and/or acceptance of Fixed Rent, Escalation Rent or additional rent by Owner from any subtenant, Tenant shall and will remain fully liable for the payment of the Fixed Rent, Escalation Rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Demised Premises by Tenant or any person claiming through or under Tenant shall or will be made except upon compliance with and subject to the provisions of this Article 46. If Owner shall decline to give its consent to any proposed assignment or sublease. , or if Owner shall exercise either of its options under Article 47 hereof, Tenant shall indemnify, defend and hold harmless Owner against and from any lien and all loss, liability, damages, costs, and expenses (including reasonable attorneys' fees) resulting from any claims that may be made against Owner by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. (2) No subletting shall end later than one (1) day before the Fixed Expiration Date or shall be for a term of less than two (2) years unless there is filed against less than two (2) years then remaining in the demised premises or Term, in which event the building of which subletting shall be for a term ending not more than thirty (30) days prior to the same form Fixed Expiration Date. (3) The subletting is subject to the express condition, and by accepting a part for brokerage services claimed sublease hereunder the subtenant shall be conclusively deemed to have been performed agreed, that if this Lease should be terminated prior to the Fixed Expiration Date or if Owner should succeed to Tenant's estate in the Demised Premises, then at Owner's election the subtenant shall attorn to and recognize Owner as the subtenant's landlord under the sublease and the subtenant shall promptly execute and deliver any instrument Owner may reasonably request to evidence such attornment, except that Owner shall not be: (a) liable for any act or omission of Tenant under such sublease, or (b) subject to any defense or offsets which such subtenant may have against Tenant, whether or (c) bound by any previous payment which such subtenant may have made to Tenant more than thirty (30) days in advance of the date upon which such payment was due, unless previously approved by Owner, or (d) bound by any obligation to make any payment to or not actually performedon behalf of such subtenant, or (e) bound by any obligation to perform any work or to make improvements to the same Demised Premises, or portion thereof demised by such sublease, or (f) bound by any amendment or modification of such sublease made without its consent, or (g) bound to return such subtenant's security deposit, if any, until such deposit has come into its actual possession and such subtenant would be entitled to such security deposit pursuant to the terms of such sublease. (4) The sublease shall contain, conspicuously set forth therein, a notice to the subtenant, in compliance with the terms, conditions and provisions of Section 25-322 of Chapter 3 of Title 25 of the Administrative Code of the City of New York, that the subtenant must obtain a permit from the Landmarks Preservation Commission before commencing any exterior or interior work on the Building, as may be discharged by permitted pursuant to the terms and conditions of the sublease and this Lease, except for ordinary repair and maintenance as that term is defined in Subdivision r of Section 25-302 of said Chapter 3. F. Tenant shall furnish Owner with a counterpart (which may be a conformed or reproduced copy) of each sublease or assignment made hereunder within ten (10) days thereafter, at after the date of its execution. Tenant shall remain fully liable for the performance of all of Tenant's expenseobligations hereunder notwithstanding any subletting provided for herein, and without limiting the generality of the foregoing, shall remain fully responsible and liable to Owner 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 this Lease and any such violation shall be deemed to be a violation by filing Tenant. Tenant G. Notwithstanding any assignment and assumption by the bond required assignee of the obligations of Tenant hereunder, Tenant herein named, and each immediate or remote successor in interest of Tenant herein named, shall remain liable jointly and severally (as a primary obligor) with its assignee and all subsequent assignees for the performance of Tenant's obligations hereunder, and, without limiting the generality of the foregoing, shall remain fully and directly responsible and liable to Owner for all acts and omissions on the part of any assignee subsequent to it in violation of any of the obligations of this Lease. H. Notwithstanding anything to the contrary hereinabove set forth, no assignment of this Lease shall be binding upon, Owner unless the assignee shall execute and deliver to Owner an agreement, in recordable form, whereby such assignee agrees unconditionally to be personally bound by lawand to perform all of the obligations of Tenant hereunder and further expressly agrees that notwithstanding such assignment the provisions of this Article 46 shall continue to be binding upon such assignee with respect to all future assignments and transfers. A failure or refusal of such assignee to execute or deliver such an agreement in recordable form shall not release the assignee from its liability for the obligations of Tenant hereunder assumed by acceptance of the assignment of this Lease. (1) If Tenant shall receive any consideration from its assignee for or in connection with the assignment of this Lease or from the sale or use of Tenant's trade fixtures, moveable office furniture and equipment or Tenant's interest in any fixtures, improvements or other installations that have been incorporated into the Demised Premises in accordance with Articles 3 and 37, other than from a successor corporation or a related corporation, then, Tenant shall account to Owner therefor and shall pay over to Owner fifty (50%) percent of such consideration as calculated pursuant to Article 461(3) hereof, after deducting Tenant's reasonable expenses for attorneys' fees, brokers' fees and advertising fees paid to unrelated third parties in connection with such assignment, for which expenses Tenant shall furnish to Owner true and complete copies of paid bills and invoices therefor evidencing such expenditures by Tenant. (2) If Tenant shall receive any rents and/or consideration from its subtenant, other than from a related corporation, which for any period shall exceed the per square foot rates of the Fixed Rent and the Escalation Rent payable by Tenant under this Lease for the same period, or otherwiseif Tenant shall receive from its subtenant any consideration for the sale or use of Tenant's trade fixtures, moveable office furniture and paying any equipment or Tenant's right to use the same, then, in each instance Tenant shall account to Owner therefor and shall pay over to Owner fifty (50%) percent of such rents and/or other necessary sums, and Tenant agrees consideration as calculated pursuant to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.Article 461(3)

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall ▇. ▇▇▇▇▇▇ will not in any way assign, mortgage or otherwise encumber this Lease, in whole or in part, nor underletsublet any or all of the Leased Premises (herein sometimes collectively referred to as “Transfer”) without the prior written consent of Land- lord in each instance; provided that Landlord shall not unreasonably withhold its consent to Tenant's proposed sublease of the Leased Premises (and such standard of reasonableness shall apply only in the event of a proposed subletting of the Leased Premises by Tenant). Any attempted Transfer, assignment, subletting, li- cense or suffer hypothecation of this Lease or permit the demised premises Leased Premises or any part thereof to be used or occupied by othersthereof, without the prior written consent of the Landlord, shall constitute a default hereun- der and shall be void and confer no rights upon any third party. The consent by Landlord in each instanceto any assignment or subletting shall not constitute a waiver of the neces- sity for such consent to any subsequent assignment or subletting. This prohibition against any assignment or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. B. If this Lease be assigned, or if the demised premises Leased Premises or any part thereof be underlet is sublet or occupied by anybody anyone other than Tenant with Landlord's consent, Landlord shall continue to collect from Ten- ant the rent specified in the Section entitled “Rental” hereof; provided, however, if Tenant defaults in the payment of rent, and such default remains uncorrected more than five (5) days after Landlord serves notice of such default upon Tenant, Landlord mayLand- lord at its option, after default by Tenant, may collect rent directly from the assignee, undertenant subtenant or occupant, occupant and apply the net amount collected to the rent herein reserved. No such collection of rent from an assignee, but no assignment, underletting, occupancy subtenant or collection occupant shall be deemed a waiver of the provisions hereof, provision or the acceptance of the assignee, undertenant subtenant, or occupant as tenant, or a release of Tenant from the any further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment Notwithstanding any assignment, sublease, or underletting Transfer both Tenant and any guarantor of this Lease shall remain fully liable under this Lease, and shall not in be released from performing any way be construed to relieve Tenant from obtaining of the express consent terms, covenants and conditions of this Lease, unless and until the terms of this Lease are assumed in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without an assignee and approved in writing by Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. Tenant(a) Except as set forth in (b) below, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it neither Subtenant nor Kast shall not assign, mortgage convey, mortgage, hypothecate or encumber this Lease, nor underletencumbe▇ ▇▇is Sublease or any interest herein or sublet all or any part of the Property, or suffer or permit the demised premises Property or any part thereof to be used or occupied by othersothers (any and all of which hereinafter shall be referred to as a "transfer"), without the prior written consent of Landlord Sublandlord in each instance, which consent shall not be unreasonably withheld or delayed. Any attempted transfer without Sublandlord's prior written consent shall be void and shall confer no rights upon any third person. If this Lease be assignedany transfer shall occur, with or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenantwithout Sublandlord's prior consent, Landlord Sublandlord may, after default by TenantSubtenant, collect rent from the assignee, undertenant sub-Subtenant or occupantother transferee, and apply the net amount collected to the rent herein reservedBase Rent, but no assignment, underletting, occupancy such transfer or collection shall be deemed a waiver of the provisions hereofof this Paragraph 13, or the acceptance of the assignee, undertenant sub-Subtenant or occupant other transferee as tenantthe Subtenant hereof, or a release of Tenant Subtenant from the further performance by Tenant Subtenant of covenants on the part of Tenant herein containedSubtenant contained in this Sublease. The consent by Landlord Sublandlord to an assignment or underletting a transfer shall not in any way be construed relieve Subtenant from primary liability hereunder or from the obligation to relieve Tenant from obtaining obtain the express consent in writing of Landlord Sublandlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease transfer. (i) Subtenant shall be deemed a sublease. if any lien is filed against entitled to lease the demised premises basement of the Property consisting of approximately 14,000 square feet (the "BASEMENT SPACE") to Kast without the consent of Sublandlord or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether Sumitomo and eit▇▇▇ Subtenant or not actually performed, the same Kast shall be discharged entitled to lease the Basement Space to any o▇▇▇▇ party (a "SUB-SUBTENANT") without the consent of Sublandlord or Sumitomo; on the condition that any sublease entered into by Tenant within ten Subtenant or Kast shall expressly provide that it is subject and subordi▇▇▇▇ in all respects to the Master Lease and this Sublease and that any such subtenancy shall terminate and be of no further force and effect upon the termination of the Master Lease or this Sublease. (10ii) days thereafterAny base rent, at Tenant's expense, operating expense reimbursements or other payments received from any Sub-subtenant shall be paid by filing the bond required by law, Subtenant or otherwise, and paying Kast to Sublandlord immediately upon receipt of such amount▇ ▇▇ Subtenant or Kast (any other necessary sums, and Tenant agrees such amounts paid to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedSublandlord are hereinafter ▇▇▇▇rred to as "SUB-SUBTENANT PAYMENTS").

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage or encumber assign this Lease, nor underletlease, or suffer or permit any interest therein, and shall not sublet the demised premises or any part thereof thereof, or any right or privilege appurtenant thereto, or permit any other person (the agents and servants of Tenant excepted) to occupy or use the demised premises, or any portion thereof, without first obtaining written consent of Landlord, which consent shall not be unreasonably withheld. Consent by Landlord to one assignment, subletting, occupation or use by another person shall not be deemed to be used a consent to any subsequent assignment, subletting, occupation or occupied use by othersanother person. Consent to an assignment shall not release the original named Tenant from liability for the continued performance of the terms and provisions on the part of Tenant to be kept and performed, unless Landlord specifically releases the original named Tenant from said liability. Any assignment or subletting without the prior written consent of Landlord shall be void, and shall, at the option of Landlord terminate this lease. Neither this lease nor any interest therein shall be assignable, as to the interest of Tenant, by operation of law, without the prior written consent of Landlord in each instanceLandlord. If Tenant proposes to assign the lease to any person or entity who shall have made a good faith offer to accept an assignment of this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than lease on terms acceptable to Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no notice of such proposed assignment, underlettingsetting forth (a) name and address of such person, occupancy or collection (b) all the terms and conditions of such offer; and (c) adequate assurance to be provided Landlord to assure such persons future performance under the lease, shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance given to Landlord by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within later than ten (10) days thereafterafter receipt by Tenant, Landlord shall then have the right and option, to be exercised by a notice to Tenant given at any time prior to effective date of such proposed assignment, to accept a different assignment of this lease on the same terms and conditions and for the same consideration, if any, as offer made to Tenant's expense, less any brokerage commissions which may be payable out of consideration to be paid to such person for assignment of this lease. In the event any approved sublease provides for payment of rent or other consideration in excess of rent payable hereunder, Landlord shall receive all such excess, upon receipt by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedTenant.

Assignment and Subletting. 9.01 Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Leaseagreement, nor underlet, or suffer or nor suffer, nor permit the demised premises Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. 9.02 If Tenant shall at any time or times during the term of this Lease desire to assign this Lease or sublet all or part of the Demised Premises, Tenant shall give notice thereof to Landlord, which notice (the "REQUEST NOTICE") shall be accompanied by (a) a true and correct copy of the fully executed proposed assignment or sublease, the effective or commencement date of which shall be not less than sixty (60) nor more than one hundred eighty (180) days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. A modification, amendment or extension of a sublease Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option, (i) sublease such space (hereinafter referred to as the "LEASEBACK SPACE") from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a subleasesublease of all or part of the Demised Premises), (ii) terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the Leaseback Space (if the proposed transaction is a sublease of part of the Demised Premises). if Said options may be exercised by Landlord by notice to Tenant at any lien is filed against time within sixty (60) days after such notice has been given by Tenant to Landlord; and during such sixty (60) day period Tenant shall not assign this Lease nor sublet such space to any person. 9.03 If Landlord exercises its option to terminate this Lease in the demised premises case where Tenant desires either to assign this Lease or sublet all or substantially all of the building of which Demised Premises, then, this Lease shall end and expire on the same form a part for brokerage services claimed date that such assignment or sublet was to have been performed for Tenantbe effective or commence, whether or not actually performedas the case may be, and the same fixed rent and additional rent shall be discharged by paid and apportioned to such date. 9.04 If Landlord exercises its option to terminate this Lease in part in any case where Tenant within ten desires to sublet part of the Demised Premises, then, (10a) days thereafter, at Tenant's expense, by filing this Lease shall end and expire with respect to such part of the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees Demised Premises on the date that the proposed sublease was to indemnify Landlord and its agents and hold them harmless commence; (b) from and against any after such date the fixed rent and all claimsadditional rent shall be adjusted, losses or liability resulting from such lien for brokerage services rendered.based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises; and (

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not sell, assign, mortgage encumber or encumber otherwise transfer by operation of law or otherwise this LeaseLease or any interest herein, nor underletsublet the Premises or any portion thereof, or suffer any other person to occupy or permit use the demised premises Premises or any part thereof to be used or occupied by othersportion thereof, without the prior written consent of Landlord as provided herein, which consent shall not be unreasonably withheld, conditioned or delayed, nor shall Tenant permit any lien to be placed on the Tenant's interest by operation of law. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than ninety (90) days after the date of Tenant's notice) to sublet the Premises or any portion thereof for any part of the term hereof; and supply Landlord with a copy of the proposed sublease or assignment document and such other information, financial statements, verifications and related materials as Landlord may request or desire to evaluate the written request to sublet. Upon receiving said notice by ▇▇▇▇▇▇ with respect to any of the Premises, Landlord may withhold or grant its consent to ▇▇▇▇▇▇'s subletting the Premises specified in said notice, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall, at ▇▇▇▇▇▇'s own cost and expense, discharge in full any commissions which may be due and owing as a result of any proposed assignment or subletting. ▇▇▇▇▇▇ agrees to pay to Landlord, promptly after request therefor, the amount of all attorneys' fees (not to exceed $1,000.00 per sublease or assignment) and expenses incurred by Landlord in connection with any assignment or subletting issues or review of documentation relating thereto. (b) Any subletting or assignment hereunder by ▇▇▇▇▇▇ shall not result in Tenant being released or discharged from any liability under this Lease. As a condition to ▇▇▇▇▇▇▇▇'s prior written consent as provided for in this paragraph, the assignee or subtenant shall agree in writing to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease, and Tenant shall deliver to Landlord promptly after execution, an executed copy of each instancesublease or assignment and an agreement of said compliance by each sublessee or assignee. (c) ▇▇▇▇▇▇▇▇'s consent to any sale, assignment, encumbrance, subletting, occupation, lien or other transfer shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be a consent to any subsequent occurrence. Any sale, assignment, encumbrance, subletting, occupation, lien or other transfer of this Lease which does not comply with the provisions of this Paragraph 9 shall be void. (d) For purposes of this Section, an assignment of stock, transfer of partnership interest or transfer of other direct or indirect ownership interest in Tenant which constitutes a controlling interest in Tenant, and a sale or transfer of more than fifty percent (50%), in value, of the operating assets of Tenant, shall each be deemed an assignment within the meaning of and be governed by this Section. (e) Notwithstanding any provision contained herein, ▇▇▇▇▇▇ agrees that it shall not sell, assign, encumber or otherwise transfer by operation of law or otherwise this Lease or any interest herein, or sublet the Premises or any portion thereof, to any tenant who currently leases space in the Building or other buildings in the Discovery Lake Complex, unless space to meet such ▇▇▇▇▇▇'s needs is not otherwise available in the Discovery Lake Complex. (f) If this Lease be is assigned, or if the demised premises Premises or any part thereof be underlet are sublet or occupied by anybody anyone other than TenantTenant during the Lease Term (with or without Landlord's consent), Landlord mayand Tenant shall split evenly all rents, after default fees and other considerations paid by Tenantsuch subtenant, collect rent from the assignee, undertenant assignee or occupant, and apply the net amount collected occupant with respect to the rent herein reservedPremises, including, but no not limited to, all amounts paid in excess of the rental specified in this Lease, net of any costs associated with the sublease or assignment. (g) ▇▇▇▇▇▇▇▇'s consent to a proposed assignment or subletting pursuant to this Paragraph 9 shall not be unreasonably withheld, underlettingdelayed or conditioned, occupancy or collection but, in addition to any other grounds for denial, ▇▇▇▇▇▇▇▇'s consent shall be deemed a waiver reasonably withheld if, in ▇▇▇▇▇▇▇▇'s reasonable judgment, any of the provisions hereoffollowing conditions exist: (i) the proposed assignee or subtenant intends to use any part of the Premises for the operation of a retail business or for a purpose not permitted under this Lease; or (ii) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord's reasonable judgment, significantly increase the pedestrian traffic in and out of the Building, or would require material or substantial alterations to the Building, Premises or Project in order to comply with applicable laws; or (iii) the proposed use by such subtenant or assignee would result in a violation of an exclusive right granted to another tenant in the Building, or require rezoning or a zoning variance; or (iv) the proposed subtenant or assignee is a governmental agency which in Landlord's sole discretion will detract from the quality or operation of the Project; or (v) the business and operations of the proposed assignee or subtenant are inconsistent with the maintenance of a Class A Building, and/or would be incompatible with the businesses and operations being conducted by other tenants in the Building or Project; or (vi) the proposed use by such subtenant or assignee could create a condition that is dangerous to persons or property (e.g. a foreign consulate) or could create an atmosphere or condition that could be disruptive to the operation of the Building or Project (e.g. an abortion or methadone clinic), or could create substantially heavier volumes of traffic in the Project than the Project was designed for; or (vii) as a result of the number of people to be officed in the space proposed for sublease or assignment, the acceptance efficiency of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord Premises' HVAC system would be materially diminished; or (viii) with respect to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against , ▇▇▇▇▇▇ proposes to demise the demised premises or the building of which the same form sublease space in a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten commercially unreasonable manner (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.e.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants 11.1 Tenant agrees that it shall not assignwill not, mortgage by agreement, operation of law or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by othersotherwise, without Landlord's prior written consent, (i) assign, transfer, or encumber the Lease, in whole or in part, or (ii) sublet, license or otherwise permit others to occupy the Premises, in whole or in part (all of the foregoing in clauses (i) and (ii) being referred to as a "Transfer"). Landlord shall base its decision on consent in each instanceto a Transfer upon, among other factors, the credit-worthiness, use. A modificationand reputation of the proposed transferee, amendment assignee, sublessee, licensee or extension other occupant (a "Transferee"), and Landlord agrees that it will not arbitrarily withhold its consent. Tenant shall provide Landlord with whatever documentation Landlord may reasonably request to evaluate the same, including without limitation, tax returns and audited financial statements for the proposed Transferee. No Transfer shall relieve or release Tenant from any liability or obligation under this Lease (and the transferring Tenant shall continue to have primary liability under this Lease, jointly and severally with the Transferee), nor shall any Transfer relieve or release any guarantor from any liability or obligation under any guaranty of a sublease this Lease. Tenant hereby acknowledges that among other reasons and factors, Landlord's disapproval of any proposed Transfer shall be deemed a sublease. valid and final if based upon any lien is filed against or all of the demised following factors: (i) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term, or would result in any sublease premises or the building remainder of the Premises (i.e., that not subleased) not having direct access to a Building common area corridor in mariner which complies with applicable code; (ii) the same form net effective rent payable by the Transferee (adjusted on a part rentable square foot basis) is less than the net effective rent then being quoted by Landlord for brokerage new leases in the Building for comparable size space for a comparable period of time; (iii) the proposed Transferee is an existing tenant of the Building or is negotiating with Landlord; (iv) the proposed Transferee is a governmental entity; (v) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (vi) the use of the Premises by the Transferee (A) is not permitted by the use provisions hereof, or (B) violates any exclusive use granted by Landlord to another tenant in the Building (to the extent such exclusive is disclosed to Tenant); (vii) the Transfer would result in significant increase in the use of the parking areas or Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services claimed to be provided by Landlord to the Premises; (viii) the Transferee does not have been performed for Tenantthe financial capability to fulfill the obligations imposed by the Transfer; (ix) the Transferee is not in Landlord's opinion of reputable or good character or consistent with Landlord's desired tenant mix; or (x) the Transferee is a real estate developer or landlord or is acting directly or indirectly on behalf of a real estate developer or landlord. Tenant further agrees that if it intends to Transfer the entire Premises, whether or not actually performed, the same it will first notify Landlord in writing and Landlord shall be discharged by Tenant within ten have fifteen (1015) days thereafterto notify Tenant that Landlord, at Tenant's expenseits option may accept a surrender of the Premises, by filing in which event Landlord shall release Tenant from any further liability under this Lease from and after the bond required by law, or otherwise, and paying any other necessary sums, and date the Premises are surrendered. Tenant agrees to indemnify pay Landlord a minimum fee of SI.000.00 for services rendered in respect to each consent to a Transfer. Any Transfer without Landlord's prior written consent shall be a Default under this Lease, and at Landlord's sole option, be deemed void. Any Transfer to which Landlord consents shall not be effective until the Transferee executes an acknowledgement of Landlord's consent to the Transfer, assignment or subletting on Landlord's standard form, and unless Landlord's otherwise agrees, any such Transfer shall be on Landlord's standard form therefor. Consent to any Transfer shall not be deemed a consent to any subsequent Transfer. In the event of any Transfer, any rent or other consideration that Tenant or an affiliate receives from the Transferee or an affiliate in connection with the Transfer shall be split 50/50 between Landlord and its agents Tenant, except that in the case of a sublease, only the amounts in excess of the pro-rated Basic Monthly Rent and hold them harmless pro-rated scheduled Additional Rent hereunder shall be split 50/50. For the purposes of the foregoing, any transfer, direct or indirect (e.g., through transfer of ownership interests in the ownership entity or further upstream entity) of the ownership interests in Tenant (whether stock, partnership interests or membership interests or other), whether in one or more successive transfers, of either (i) a controlling interest, or (ii) more than twenty-five percent (25%) interest, shall be deemed an assignment. Tenant shall not restrict any subtenants, licensees or other sub-occupants from relocating, after the end of their agreed term, to other premises in the Building or charge a fee in connection therewith, and against any and all claims, losses or liability resulting from provision to the contrary in any such lien for brokerage services renderedagreement is void.

Assignment and Subletting. 9.01 Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Leaseagreement, nor underlet, or suffer or nor suffer, nor permit the demised premises Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's ’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. 9.02 If Tenant shall at any time or times during the term of this Lease desire to assign this Lease or sublet all or part of the Demised Premises, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by (a) a detailed term sheet with respect to the proposed assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) nor more than one hundred twenty (120) days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. A modificationSuch notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, amendment at its option (hereinafter referred to as “Landlord’s Option”), (i) sublease such space providing such space comprises all or extension substantially all of the Demised Premises for all or substantially of the then remaining term of this Lease(hereinafter referred to as the “Leaseback Space”) from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) terminate this Lease (if the proposed transaction is an assignment, or a sublease of all or substantially all of the Demised Premises for all or substantially all of the remaining term of this Lease), or (iii) terminate this Lease with respect to the Leaseback Space (if the proposed transaction is a sublease of part of the Demised Premises). Landlord’s Option may be exercised by Landlord by notice to Tenant at any time within twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. 9.03 If Landlord exercises Landlord’s Option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet all or substantially all of the Demised Premises for all or substantially all of the remaining term of this Lease, then, this Lease shall end and expire on the date that such assignment or sublet was to be effective or commence, as the case may be, and the fixed rent and additional rent shall be paid and apportioned to such date. 9.04 If Landlord exercises Landlord’s Option to terminate this Lease in part in any case where Tenant desires to sublet part of the Demised Premises, then, (a) this Lease shall end and expire with respect to such part of the Demised Premises on the date that the proposed sublease was to commence; (b) from and after such date the fixed rent and additional rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises; and (c) Tenant shall pay to Landlord, upon demand, the actual out-of-pocket costs incurred by Landlord in physically separating such part of the Demised Premises from the balance of the Demised Premises and in complying with any laws and requirements of any public authorities relating to such separation to the extent Tenant was obligated to perform such work pursuant to the provisions of the term sheet set forth in Section 9.02 or pursuant to this Lease; otherwise such costs shall be at Landlord’s expense. 9.05 If Landlord exercises Landlord’s Option to sublet the Leaseback Space, such sublease to Landlord or its designee (as subtenant) shall be at the lower of (i) the rental rate per rentable square foot of fixed rent and additional rent then payable pursuant to this Lease or (ii) the rentals set forth in the proposed sublease, and shall be for the same term as that of the proposed subletting, and such sublease shall: (a) be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section; (b) be upon the same terms and conditions as those contained in the proposed sublease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section; (c) give the sublessee the unqualified and unrestricted right, without Tenant’s permission, to assign such sublease or any interest therein and/or to sublet the Leaseback Space or any part or parts of the Leaseback Space and to make any and all changes, alterations, and improvements in the space covered by such sublease and if the proposed sublease will result in all or substantially all of the Demised Premises being sublet, grant Landlord or its designee the option to extend the term of such sublease for the balance of the term of this Lease less one (1) day; (d) provide that any assignee or further subtenant, of Landlord or its designee, may, at the election of Landlord, be permitted to make alterations, decorations and installations in the Leaseback Space or any part thereof and shall also provide in substance that any such alterations, decorations and installations in the Leaseback Space therein made by any assignee or subtenant of Landlord or its designee may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease provided that such assignee or subtenant, at its expense, shall repair any damage and injury to that portion of the Leaseback Space so sublet caused by such removal; and (e) also provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, in Landlord’s reasonable discretion, shall deem suitable or appropriate, (iii) Tenant, at Tenant’s expense, shall and will at all times provide and permit reasonably appropriate means of ingress to and egress from the Leaseback Space so sublet by Tenant to Landlord or its designee, (iv) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to physically separate the Leaseback Space from the balance of the Demised Premises and to comply with any laws and requirements of public authorities relating to such separation to the extent Tenant was obligated to perform such work pursuant to the provisions of the term sheet set forth in Section 9.02 or pursuant to this Lease; otherwise such costs shall be at Landlord’s expense, and (v) that at the expiration of the term of such sublease, Tenant will accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve the Demised Premises demised by such sublease in good order and condition. (a) If Landlord exercises Landlord’s Option to sublet the Leaseback Space, Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Space during the period of time it is so sublet to Landlord; (b) Performance by Landlord, or its designee, under a sublease of the Leaseback Space shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease; (c) Tenant shall have no obligation, at the expiration or earlier termination of the term of this Lease, to remove any alteration, installation or improvement made in the Leaseback Space by Landlord or its designee or anyone claiming under Landlord or such designee. 9.07 In the event Landlord does not exercise Landlord’s Option pursuant to Section 9.02 and providing that Tenant is not in default of any of Tenant’s obligations under this Lease after notice and the expiration of any applicable grace period, Landlord’s consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall be deemed at Landlord’s sole discretion and shall be granted or denied within the thirty (30) day period set forth in Section 9.02, provided and upon condition that: (a) Tenant shall have complied with the provisions of Section 9.02 and Landlord shall not have exercised Landlord’s Option under said Section 9.02 within the time permitted therefor; (b) In Landlord’s reasonable judgment the proposed assignee or subtenant is engaged in a sublease. if any lien is filed against business and the demised premises Demised Premises, or the building relevant part thereof, will be used in a manner which (i) is in keeping with the then standards of which the Building, (ii) is limited to the use expressly permitted under this Lease, and (iii) will not violate any negative covenant as to use contained in any other lease of space in the Building, Landlord agreeing to advise Tenant of any such negative covenants promptly upon request; (c) The proposed assignee or subtenant is a reputable person of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof; (d) Provided Landlord then has comparably sized space available for at least a comparable term, neither (i) the proposed assignee or sublessee nor (ii) any person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or sublessee or any person who controls the proposed assignee or sublessee, is then an occupant of any part of the Building; (e) Provided Landlord then has comparably sized space available for at least a comparable term, the proposed assignee or sublessee is not a person with whom Landlord is then negotiating to lease space in the Building; (f) The form of the proposed sublease shall comply with the applicable provisions of this Article; (g) There shall not be more than one entity occupying the Demised Premises at any time; (h) The rental and other terms and conditions of the sublease are the same form a part as those contained in the term sheet furnished to Landlord pursuant to Section 9.02; (i) Tenant shall reimburse Landlord on demand for brokerage services claimed any reasonable out-of-pocket costs, in an amount not to have been performed exceed $2,500.00, that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the review of any term sheet, proposed assignment or sublease or any documentation in connection therewith and in the preparation of any documentation in connection with any request for Tenant, consent whether or not actually performedgranted; (j) Tenant shall not have advertised or publicized to the public in any way the availability of the Demised Premises without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld or delayed, nor shall any advertisement state the same name (as distinguished from the address) of the Building or the proposed rental, but Tenant may list the Demised Premises or the portion thereof to be subleased and the terms of any proposed subletting or assignment with a licensed real estate broker; and (k) The sublease shall not allow the use of the Demised Premises or any part thereof (i) for the preparation and/or sale of food for off Demised Premises consumption or (ii) for use by a foreign or domestic government or governmental agency. Except for any subletting by Tenant to Landlord or its designee pursuant to the provisions of this Article, each subletting pursuant to this Article shall be discharged subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such subletting to Landlord or any such subletting to any other subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the fixed rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease, and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Demised Premises by Tenant within ten or any person claiming through or under Tenant (10except as provided in Section 9.05) days thereafter, at Tenant's expense, by filing shall or will be made except upon compliance with and subject to the bond required by lawprovisions of this Article. If Landlord shall decline to give its consent to any proposed assignment or sublease, or otherwiseif Landlord shall exercise Landlord’s Option under Section 9.02, and paying any other necessary sumsTenant shall indemnify, and Tenant agrees to indemnify Landlord and its agents defend and hold them harmless Landlord against and from and against any and all claimsloss, losses or liability liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. 9.08 In the event that (a) Landlord fails to exercise Landlord’s Option under Section 9.02 and consents to a proposed assignment or sublease, and (b) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within one hundred twenty (120) days after the giving of such lien consent, then, Tenant shall again comply with all of the provisions and conditions of Section 9.02 before assigning this Lease or subletting all or part of the Demised Premises. 9.09 With respect to each and every sublease or subletting authorized by Landlord under the provisions of this Lease, it is further agreed: (a) no subletting shall be for brokerage services rendered.a term ending later than one day prior to the expiration date of this Lease; (b) no sublease shall be valid, and no subtenant shall take possession of the Demised Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord; (c) each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be su

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it A. Lessee shall not have the right to assign, mortgage sublet, transfer or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used interest therein, directly or occupied indirectly, by othersany manner, including, without limitation, by merger, reorganization or other transfer of the ownership interests in Lessee, without the prior written consent of Landlord Lessor, which consent shall not be unreasonably withheld or delayed, except -------------------------------------------------------------------- in each instancethe event of a transfer of the Lease by Lessee to an affiliate of Lessee, --------------------------------------------------------------------------- contingent upon such affiliate maintaining a same or similar use, and that such ------------------------------------------------------------------------------- affiliate's financial strength be of equal or greater status to that of Lessee's -------------------------------------------------------------------------------- (see 26H). Any attempted assignment, subletting, transfer or encumbrance by --------- Lessee in violation of the terms and covenants of this Paragraph shall be void. Any assignee, sublessee or transferee of Lessee's interest in this Lease (all such assignees, sublessees and transferees being hereinafter referred to as "Transferees"), by assuming Lessee's obligations hereunder, shall assume liability to Lessor for all amounts paid to persons other than Lessor by such transferees in contravention of this Paragraph. No assignment, subletting, or other transfer, whether consented to by Lessor or not, or permitted hereunder, shall relieve Lessee of its liability hereunder. If this Lease be assigned, or if an event of default occurs while the demised premises Premises or any part thereof be underlet are assigned or occupied sublet, then Lessor, in addition to any other remedies herein provided, or provided by anybody other than Tenantlaw, Landlord may, after default by Tenant, may collect rent directly from such Transferee all rents payable to the assignee, undertenant or occupant, Lessee and apply the net amount collected to the such rent herein reserved, but no assignment, underletting, occupancy or against any sums due Lessor hereunder. No such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant Lessee from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord Lessee's obligations hereunder. B. If this Lease is assigned to any further assignment person or underlettingentity pursuant to the provision of the Bankruptcy Code, 11 U.S.C. (S)101 et. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet spaceseq., or otherwise suffer or permit (the sublet space or any part thereof to be used or occupied by others"Bankruptcy Code"), without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimsmonies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Lessor, losses shall be and remain the exclusive property of Lessor and shall not constitute property of Lessee or liability resulting from of the estate of Lessee within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Lessor's property under the preceding sentence not paid or delivered to Lessor shall be held in trust for the benefit of Lessor and be promptly paid or delivered to Lessor. C. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease on and after the date of such lien for brokerage services renderedassignment. Any such assignee shall upon demand execute and deliver to Lessor an instrument confirming such assumption.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 11.1 Tenant shall not assignhave the right to assign or pledge this Lease or to sublet the whole or any part of the Premises, mortgage whether voluntarily or encumber this Leaseby operation of law, nor underlet, or suffer or permit the demised premises use or any part thereof to be used or occupied occupancy of the Premises by othersanyone other than Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, and such restrictions shall be binding upon any assignee or subtenant to which Landlord in each instancehas consented. If this Lease be assignedIn the event Tenant desires to sublet the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Premises if the demised premises rent is determined in whole or in part based upon the income or profits derived by the sublessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Premises or any part thereof be underlet are then assigned or occupied sublet, Landlord, in addition to any other remedies herein provided or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant from the further performance by of Tenant’s obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of covenants on the part application for the consent and for the preparation of Tenant herein containedthe consent. The consent Such service charge shall be collectible by Landlord to only where consent is granted by Landlord. 11.2 If Tenant is an assignment entity other than a natural person, the ownership interests of which at the time of execution of this Lease, are held by fewer than fifty (50) persons, and if at any time during the Term persons or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion other entities who own at least one-third (1/3) of its sublet spaceownership interests at the time of the execution of this Lease or following Landlord’s consent to a transfer of such ownership interests, cease to own such ownership interests (other than as a result of transfer by bequest or otherwise suffer or permit inheritance), such transfer shall, at the sublet space or any part thereof to be used or occupied by othersoption of Landlord, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a subleasedefault by Tenant under this Lease. 11.3 In addition to, but not in limitation of, Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within sixty (60) days following Landlord’s receipt of Tenant’s written notice and accompanying information as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this Paragraph, the Term shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Paragraph only a portion of the Premises, the rent during the unexpired Term shall ▇▇▇▇▇ proportionately. Tenant shall, at Tenant’s own cost and expense, discharge in full any lien is filed against the demised premises outstanding commission which may be due and owing as a result of any proposed assignment or the building of which the same form a part for brokerage services claimed to have been performed for Tenantsubletting, whether or not actually performedthe Premises are recaptured pursuant hereto and rented by Landlord to the proposed tenant or any other tenant. In the event of the recapture of a portion of the Premises by Landlord pursuant to the terms of this Paragraph, Tenant shall pay all costs associated with the separation of the recaptured premises from the portion not recaptured, including, but without limitation, the same cost of all demising partitions, changes in lighting and HVAC Systems and all reasonable architectural and/or engineering fees. 11.4 In the event that Tenant sublets, assigns or otherwise transfers its interest in this Lease and at any time receives Excess Rent, Tenant shall pay to Landlord one hundred percent (100%) of the Excess Rent as received by Tenant. Tenant shall furnish Landlord with a sworn statement, certified by an officer of Tenant or an independent certified public accountant, setting forth in detail the computation of Excess Rent, and Landlord, or its representatives, shall have access to the books, records and papers of Tenant in relation thereto, and the right to make copies thereof. If a part of the consideration for such sublease or assignment shall be discharged payable other than in cash, the payment to Landlord shall be payable in such form as is reasonably satisfactory to Landlord. For purposes of this Paragraph, the term “Excess Rent” shall mean the excess, if any, of (i) all amounts received or to be received in the form of cash, cash equivalents, and non-cash consideration by Tenant within ten from any assignee or sublessee over (10ii) days thereafterthe sum of the rent payable to Landlord hereunder (or, at Tenant's expensein the case of a sublease of a portion of the Premises, the portion of the Rent which is allocable on a per square foot basis to the space sublet), plus the amount of any reasonable brokers’ commissions and costs of tenant improvements incurred by filing Tenant in connection with such assignment or sublease, all of which shall be, in the bond required by lawcase of a sublease, or otherwise, and paying any other necessary sums, and Tenant agrees amortized over the term of the sublease for the purpose of calculating the amounts of the periodic payments due to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedhereunder.

Assignment and Subletting. Tenant15.1. Except as otherwise expressly provided in this Article 15, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it LESSEE shall not sell, assign, mortgage transfer, hypothecate, mortgage, encumber, grant concessions or encumber this Leaselicenses, nor underletsublet, or suffer otherwise dispose of any interest in this Lease or permit the demised premises Premises, by operation of law or any part thereof to be used or occupied by othersotherwise, without the prior written consent of Landlord LESSOR. Any consent granted by LESSOR in each instanceany instance shall not be construed to constitute a consent with respect to any other instance or request. If this Lease be assigned, or if the demised premises Premises or any part thereof should be underlet sublet, used, or occupied by anybody anyone other than TenantLESSEE, Landlord mayor if this Lease should be assigned by LESSEE, after default by Tenant, LESSOR shall have the right to collect rent from the assignee, undertenant subtenant, user or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underlettingsubletting, use, occupancy or collection shall be deemed a waiver of any of LESSOR'S rights under the provisions hereofof this Section 15.1, a waiver of any of LESSEE'S covenants contained in this Article 15, the acceptance of the assignee, undertenant subtenant, user or occupant as tenant, or a release of Tenant LESSEE from the further performance by Tenant LESSEE of covenants on LESSEE'S obligations under the part of Tenant herein containedLease. The phrase "used or occupied by anyone other than LESSEE" contained in the previous sentence does not mean that LESSOR'S consent is required for LESSEE'S Visitors' use of the Premises in accordance with the provisions hereof in connection with LESSEE'S business, but instead refers to, and requires LESSOR consent in the case of, any use of the Premises by Landlord any third party which is not in connection with LESSEE'S business as contemplated hereby. 15.2. If LESSEE shall desire to sublet the Premises or to assign this Lease, it shall first submit to LESSOR a written notice ("LESSEE'S Notice") setting forth in reasonable detail: (a) the name and address of the proposed sublessee or assignee; (b) the terms and conditions of the proposed subletting or assignment (including the proposed commencement date of the sublease or the effective date of the assignment, which shall be at least thirty (30) days after LESSEE'S Notice is given); (c) the nature and character of the business of the proposed sublessee or assignee; (d) banking, financial, and other credit information relating to the proposed sublessee or assignee, in reasonably sufficient detail, to enable LESSOR to determine the proposed sublessee's or assignee's financial responsibility; and (e) in the case of a subletting, complete plans and specifications for any and all work to be done in the Premises to be sublet. (a) Within fifteen (15) Business Days after LESSOR'S receipt of LESSEE'S Notice, LESSOR shall notify LESSEE whether LESSOR (i) consents to the proposed sublet or assignment, (ii) does not consent to the proposed sublet or assignment, or (iii) elects to exercise its recapture right, as described in Section 15.5. If LESSOR fails to so notify LESSEE within said fifteen (15) Business Day period after LESSEE has provide LESSEE'S Notice, then LESSEE shall have the right to provide LESSOR with a second copy of LESSEE'S Notice, together with a separate notice specifying that LESSOR has failed to respond to LESSEE's request for consent to a sublet or assignment, as the case may be, and specifying further that unless LESSOR responds within five (5) Business Days after receipt of this notice, LESSOR shall be deemed to have consented to the proposed sublet or assignment (any such notice given by LESSEE, together with the accompanying second copy of LESSEE'S Notice, is called herein a "Reminder Notice"). If LESSOR fails to so notify LESSEE of its election within five (5) Business Days after LESSOR'S receipt of a Reminder Notice given by LESSEE in accordance with the provisions hereof, then LESSOR shall be deemed to have consented to the proposed sublet or assignment. Any such deemed consent shall not relieve LESSEE from any of the other terms and conditions of this Article 15. (b) If LESSOR does not elect to exercise its recapture right, then LESSOR agrees not to unreasonably withhold its consent to the proposed sublet or assignment and, if applicable, to a proposed use of the Building by the assignee or sublessee which is different from the permitted use under Section 7.1, provided such different use involves only manufacturing and production of medical and surgical products or warehousing (or warehousing and distribution) of goods or materials which are not considered "hazardous substances" or "hazardous wastes" under any Environmental Law and provided further that such different use would not violate the provisions of Section 7.2 of this Lease or any Legal or Insurance Requirement. LESSEE acknowledges and agrees that it shall automatically be deemed reasonable for LESSOR to deny consent for any assignment where the sum of the tangible net worth (as such term is explained in Section 27.1(b)(iii)) of LESSEE plus the tangible net worth of the assignee (or, in the case of a merger, consolidation or other reorganization, where the tangible net worth of the surviving entity) is less than $100,000,000.00. Notwithstanding the immediately preceding sentence, even if the sum of the tangible net worth of LESSEE plus the tangible net worth of the assignee (or the tangible net worth of the surviving entity) exceeds $100,000,000.00, LESSOR shall be entitled to consider additional factors in determining whether to approve or not approve a sublet or assignment, it being understood that the fact that the $100,000,000.00 net worth criteria set forth above is satisfied does not mean that LESSOR is obligated to consent to the sublet or assignment. If LESSOR consents to any change of use pursuant to this Section 15.3(b), LESSEE shall execute, upon demand from LESSOR, an amendment to this Lease memorializing the change and containing such additional provisions relating to such use as may reasonably be required by LESSOR. 15.4. In addition to the foregoing requirements, (a) no assignment or sublease shall be permitted if, at the effective date of such assignment or sublease, an Event of Default is occurring; and (b) no assignment or sublease shall be permitted unless LESSEE agrees, at the time of the proposed assignment or sublease and in LESSEE'S Notice, to pay to LESSOR, immediately upon receipt thereof, 50% of all Net Rental Proceeds, of whatever nature, paid by the prospective assignee or sublessee to LESSEE pursuant to such assignment or sublease. (a) In the event of (i) any proposed assignment of this Lease, other than an assignment to a "related corporation" or underletting a "successor corporation" pursuant to Section 15.7(b), or (ii) any proposed sublease of all or substantially all of the Premises, other than to a "related corporation" or a "successor corporation" in accordance with Section 15.7(b), LESSOR shall have the right, to be exercised by giving written notice (the "Recapture Notice") to LESSEE within thirty (30) days after receipt of LESSEE'S Notice with respect to such assignment or sublet, to recapture the space described in LESSEE'S Notice (the "Recapture Space"). The Recapture Notice shall cancel and terminate this Lease with respect to the Recapture Space as of the date stated in LESSEE'S Notice for the commencement of the proposed assignment or sublease as fully and completely as if that date had been herein definitively fixed as the Termination Date, and LESSEE shall surrender possession of the Recapture Space as of such date. Thereafter, the Basic Rent and Additional Rent shall be equitably adjusted based upon the square footage of the Building then remaining, after deducting the square footage attributable to the Recapture Space. For the purposes of this Section 15.5(a), "substantially all of the Premises" means eighty percent (80%) or more of the interior area of the Building. (b) In the event LESSOR elects to exercise its recapture right and the Recaptured Space is less than the entire Building, then LESSOR, at its sole expense, shall have the right to make any alterations to the Building required, in LESSOR'S reasonable judgment, to make such Recaptured Space a self-contained rental unit. LESSOR agrees to perform all such work, if any, in a good and workmanlike manner with as little inconvenience to LESSEE'S business as is reasonably possible; provided, however, LESSOR shall not in any way be construed required to relieve Tenant from obtaining perform such work after LESSEE'S business hours or on weekends; and provided further, LESSOR shall not be deemed guilty of an eviction, partial eviction, constructive eviction or disturbance of LESSEE'S use or possession of the express consent in writing of Landlord Building, and shall not be liable to any further assignment or underlettingLESSEE for same. 15.6. In addition to the foregoing requirements, any sublease must contain the following provisions: (a) the sublease shall be subject and subordinate to all of the terms and conditions of this Lease; (b) at LESSOR'S option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, or by operation of law, prior to the expiration of such sublease, including extensions and renewals of such sublease, the subtenant shall make full and complete attornment to LESSOR for the balance of the term of the sublease. The attornment shall be evidenced by an agreement in form and substance satisfactory to LESSOR which the subtenant shall execute and deliver at any time within five (5) days after request by LESSOR or its successors and assigns; (c) the term of the sublease shall not extend beyond a date which is one day prior to the Termination Date; (d) no event subtenant shall any be permitted sublessee assign or encumber its sublease or to further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet subleased space or to assign its sublease without LESSOR'S prior written consent; and (e) the subtenant shall waive the provisions of any part thereof law now or subsequently in effect which may give the subtenant any right of election to terminate the sublease or to surrender possession of the space subleased in the event that any proceeding is brought by LESSOR to terminate this Lease. (a) Each of the following events shall be used or occupied by othersdeemed to constitute an assignment of this Lease and, without Landlord's except as set forth in Section 15.7(b)(ii), each shall require the prior written consent of LESSOR: (i) any assignment or transfer of this Lease by operation of law; or (ii) any hypothecation, pledge, or collateral assignment of this Lease; or (iii) any involuntary assignment or transfer of this Lease in each instance. A modificationconnection with bankruptcy, amendment insolvency, receivership, or extension similar proceeding; or (iv) any assignment, transfer, disposition, sale or acquisition of a sublease controlling interest in LESSEE to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions; or (v) any issuance of an interest or interests in LESSEE (whether stock, partnership interests, or otherwise) to any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions, which results in such person, entity, or group holding a controlling interest in LESSEE. For purposes of the immediately foregoing, a "controlling interest" of LESSEE shall mean 50% or more of the aggregate issued and outstanding equitable interests (whether stock, partnership interests, or otherwise) of LESSEE. (i) Notwithstanding anything to the contrary contained in this Lease, LESSEE may, without LESSOR'S prior consent, but upon not less than fifteen (15) days' prior notice to LESSOR, assign this Lease to, or sublet all or part of the Premises to, any corporation or other business entity which controls, is controlled by, or is under common control with LESSEE (herein referred to as a "related corporation"), subject, however, to compliance with LESSEE'S obligations under this Lease, provided that (x) such related corporation's use is consistent with the uses permitted under this Lease, and (y) prior to such assignment or subletting, LESSEE furnishes LESSOR with the name of any such related corporation and a written certification from a duly authorized officer of LESSEE certifying to LESSOR that such assignee or subtenant is a related corporation of LESSEE. From time to time during such assignment or subletting, upon written request by LESSOR, a duly authorized officer of LESSEE shall certify in writing to LESSOR, and shall substantiate by reasonable evidence, that such assignee or subtenant continues to be a related corporation of LESSEE. LESSEE hereby acknowledges and agrees that an assignment of this Lease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenantoccurred at such time as such assignee or subtenant ceases to be a related corporation of LESSEE, whether or not actually performed, the same and that such assignment shall be discharged by Tenant within ten subject to all the provisions of this Article 15 (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.including,

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 9.1 Tenant shall not assignhave the right to assign or pledge this Lease or to sublet the whole or any part of the Premises, mortgage whether voluntarily or encumber this Leaseby operation of law, nor underlet, or suffer or permit the demised premises use or any part thereof to be used or occupied occupancy of the Premises by othersanyone other than Tenant, without the prior written consent of Landlord, which may be withheld in Landlord's sole discretion, and such restrictions shall be binding upon any assignee or subtenant to which Landlord in each instancehas consented. If this Lease be assignedIn the event Tenant desires to sublet the Premises, or if the demised premises any portion thereof, or any part assign this Lease, Tenant shall give written notice thereof be underlet or occupied by anybody other than Tenant, to Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected within a reasonable time prior to the rent herein reserved, but no proposed commencement date of such subletting or assignment, underletting, occupancy or collection which notice shall be deemed a waiver set forth the name of the provisions hereof, proposed subtenant or assignee the acceptance relevant terms of the assignee, undertenant or occupant as tenant, or a release any sublease and copies of Tenant from the further performance by Tenant of covenants financial reports and other relevant financial information on the part of Tenant herein contained. The consent by Landlord to an assignment proposed subtenant or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingassignee. In no event shall may Tenant sublease, nor will Landlord consent to any permitted sublessee assign or encumber its sublease or further sublet of all or any portion of the Premises if the rent is determined in whole or in part upon the income of profits derived by the subleasee (other than a rent based upon a fixed percentage or percentage of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its sublet spaceother obligations under this Lease. Upon the occurrence of an event of default, or otherwise suffer or permit if the sublet space Premises or any part thereof are then assigned or sublet, Landlord, in addition to be used any other remedies herein provided, or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required provided by law, or otherwisemay, and paying any other necessary sumsat its option, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting collect directly from such lien for brokerage services rendered.assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Lessee shall not assignassign nor sublet the leased premises or any part or parts thereof, nor sublet the leased premises or any part or parts thereof, nor permit occupancy by Anyone with, through or under it, without previous written consent of the Lessor, which consent Lessor agrees not to unreasonably withhold or delay; provided, however, that the Lessee has the right to assign its interest in this Lease to a successor by merger or acquisition without the Lessor's consent. Consent by Lessor to one or more assignments of this Lease or to one or more sublettings of the leased premises shall not operate as a waiver of Lessor's right under this article to any subsequent assignment or subletting nor release Lessee or any guarantor of Lessee of any of its obligations under this Lease or be construed or taken as a waiver of Lessor's rights or remedies hereunder. Lessee shall not mortgage or otherwise encumber this Lease, nor underletexcept to provide a collateral assignment of the Lease to a commercial lender, the terms of which assignment shall provide that the lender will assume the rent premises and other obligations of the Lessee as set forth herein, and shall not subsequently assign or suffer or permit sublet the demised premises or any part thereof to be used or occupied by others, Lease without the prior written consent of Landlord in each instancethe Lessor, which consent shall not be unreasonably withheld. If Neither this Lease be assignednor any interest therein, nor any estate therein created, shall pass to any trustee or receiver in bankruptcy or any assignee for the benefit of creditors, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver operation of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedlaw. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.8

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, mortgage sublet, mortgage, hypothecate or otherwise encumber all or any portion of its interest in this Lease, nor underlet, Lease or in the Premises or grant any license in or suffer any person other than Tenant or permit its employees to use or occupy the demised premises Premises or any part thereof to be used or occupied by others, without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any such attempted assignment, subletting, license, mortgage, hypothecation, other encumbrance or other use or occupancy without the consent of Landlord shall be null and void and of no effect. Any mortgage, hypothecation or encumbrance of all or any portion of Tenant’s interest in each instancethis Lease or in the Premises and any grant of a license or sufferance of any person other than Tenant or its employees to use or occupy the Premises or any part thereof shall be deemed to be an “assignment” of this Lease. If Landlord does not respond to Tenant's request for consent hereunder within fifteen (15) days after receipt thereof, and such failure to respond continues for more than five (5) business days following a second written notice, Landlord will be deemed to have approved the contemplated transfer. In addition, as used in this Paragraph 11, the term “Tenant” shall also mean any entity that has guaranteed Tenant’s obligations under this Lease, and the restrictions applicable to Tenant contained herein shall also be applicable to such guarantor. (b) No assignment or subletting shall relieve Tenant of its obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder, except as provided below. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any subletting or assignment. Consent by Landlord to one subletting or assignment shall not be deemed to constitute a consent to any other or subsequent attempted subletting or assignment. If Tenant desires at any time to assign this Lease or to sublet the Premises or any portion thereof, it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord all pertinent information relating to the proposed assignee or sublessee, all pertinent information relating to the proposed assignment or sublease, and all such financial information as Landlord may reasonably request concerning Tenant and the proposed assignee or subtenant. Any assignment or sublease shall be expressly subject to the terms and conditions of this Lease. (c) At any time within fifteen (15) days after Landlord’s receipt of the information specified in subparagraph (b) above, Landlord may by written notice to Tenant elect to terminate this Lease as to the portion of the Premises so proposed to be subleased or assigned (which may include all of the Premises), with a proportionate abatement in the Rent payable hereunder. However, Tenant shall have the right to withdraw its request for Landlord’s consent to a proposed sublease or assignment, provided Tenant exercises such withdrawal right within five (5) business days after receipt of Landlord’s termination notice. If Tenant timely exercises such withdrawal right, the Lease shall continue in full force and effect as if Tenant had not requested Landlord’s consent. (d) Tenant acknowledges that it shall be reasonable for Landlord to withhold its consent to a proposed assignment or sublease in any of the following instances: (i) The tangible net worth of the assignee or sublessee (or any affiliate of the assignee or sublessee) is not at least equal to Tenant’s tangible net worth at the date of this Lease; (ii) The intended use of the Premises by the assignee or sublessee is not for general office use; (iii) The intended use of the Premises by the assignee or sublessee would materially increase the density of the Premises to more than five (5) persons per 1,000 square feet of Rentable Area; (iv) Occupancy of the Premises by the assignee or sublessee would, in the good faith judgment of Landlord, violate any agreement binding upon Landlord, the Building or the Project with regard to the identity of tenants, usage in the Building, or similar matters; (v) The assignee or sublessee (or any affiliate of the assignee or sublessee) is then negotiating with Landlord or has negotiated with Landlord within the previous six (6) months, or is a current tenant or subtenant within the Building or Project; (vi) The identity or business reputation of the assignee or sublessee will, in the good faith, commercially reasonable judgment of Landlord, tend to damage the goodwill or reputation of the Building or Project; or (vii) In the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed assignee or sublessee claims that Landlord has unreasonably withheld its consent to a proposed assignment or sublease or otherwise has breached its obligations under this Paragraph 11, their sole remedy shall be to seek a declaratory judgment and/or injunctive relief without any monetary damages, and, with respect thereto, Tenant, on behalf of itself and, to the extent permitted by law, such proposed assignee/sublessee, hereby waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Lease. (e) Notwithstanding any assignment or subletting, Tenant shall at all times during the Initial Term and any subsequent renewals or extensions remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant’s other obligations under this Lease; provided such liability shall continue only through expiration or earlier termination of the then-current period of the Lease Term (whether the initial Lease Term or any renewal or extension period) and Tenant shall thereupon be released from liability for all obligations under this Lease arising after the expiration or earlier termination of such then-current period. In the event that the Rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment, plus any bonus or other consideration therefor or incident thereto) exceeds the Rent payable under this Lease, then Tenant shall be bound and obligated to pay Landlord, as additional rent hereunder, one-half (1/2) of all such excess Rent and other excess consideration within ten (10) days following receipt thereof by Tenant (after deducting therefrom any marketing expenses, concessions, improvement allowances, rental abatements, brokerage commissions, design costs, legal, engineering and architectural fees and other fees and costs paid by Tenant in connection with any such assignment or transfer). (f) If this Lease be assignedis assigned or if the Premises is subleased (whether in whole or in part), or in the event of the mortgage, pledge, or hypothecation of Tenant’s leasehold interest, or grant of any concession or license within the Premises, or if the demised premises Premises are occupied in whole or any in part thereof be underlet or occupied by anybody anyone other than Tenant, Landlord may, after then upon a default by Tenant, Tenant hereunder Landlord may collect rent Rent from the assignee, undertenant sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionaire or occupantlicensee or other occupant and, and except to the extent set forth in the preceding paragraph, apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy next Rent payable hereunder; and all such Rent collected by Tenant shall be held in deposit for Landlord and immediately forwarded to Landlord. No such transaction or collection of Rent or application thereof by Landlord, however, shall be deemed a waiver of the these provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of its covenants, duties, or obligations hereunder. (g) If Tenant herein contained. The consent by Landlord to effects an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining sublease or requests the express consent in writing of Landlord to any further proposed assignment or underletting. In no sublease, then Tenant shall, upon demand, pay Landlord a non-refundable administrative fee of One Thousand Dollars ($1,000.00). (h) Notwithstanding any provision of this Lease to the contrary, in the event shall this Lease is assigned to any permitted sublessee assign person or encumber its sublease or further sublet all or any portion entity pursuant to the provisions of its sublet spacethe Bankruptcy Code, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimsmonies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, losses shall be and remain the exclusive property of Landlord and shall not constitute the property of Tenant or liability resulting from Tenant’s estate within the meaning of the Bankruptcy Code. All such lien money and other consideration not paid or delivered to Landlord shall be held in trust for brokerage services renderedthe benefit of Landlord and shall be promptly paid or delivered to Landlord. (i) Tenant may assign its entire interest under this Lease to a successor to Tenant by purchase, merger, consolidation or reorganization, or to any person or entity controlling, controlled by or under common control with Tenant (collectively, a “Permitted Transferee”), without the consent of Landlord, provided that all of the following conditions are satisfied in Landlord’s reasonable discretion (a “Permitted Transfer”): (i) no uncured event of default exists under this Lease; (ii) the Permitted Transferee shall own all or substantially all of the assets of Tenant; (iii) no portion of the Project or Premises would likely become subject to additional or different Laws as a consequence of the proposed Permitted Transfer; (iv) the Permitted Transferee is not and has not been involved in litigation with Landlord or any of Landlord’s Affiliates; and (v) Tenant shall give Landlord written notice at least thirty (30) days following the effective date of such Permitted Transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Paragraph have been satisfied, including if applicable, the qualification of such proposed transferee as a Permitted Transferee. If requested by Landlord, the Permitted Transferee shall sign a commercially reasonable form of assumption agreement.

Assignment and Subletting. 9.01 Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that that, except as expressly otherwise set forth in this lease, it shall not assign, mortgage or encumber this Leaseagreement, nor underlet, or suffer or nor suffer, nor permit the demised premises Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease lease be assigned, or if the demised premises Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's ’s prior written consent in each instance. A modificationIn no event shall the Demised Premises be sublet in part or for less than the entire remaining term of this lease, amendment less one (1) day. Notwithstanding anything in this Article 9 to the contrary, Tenant shall not be permitted to assign this lease or extension sublet the Demised Premises or any portion thereof at any time prior to the fifth (5th) anniversary of the Commencement Date. 9.02 If Tenant shall at any time or times on and after the fifth (5th) anniversary of the Commencement Date of this lease desire to assign this lease or sublet the Demised Premises, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by (a) a conformed or photostatic copy of the proposed assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) nor more than one hundred eighty (180) days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) reasonable current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Landlord shall not unreasonably withhold or delay its consent to any proposed assignment or subletting at any time on or after the fifth (5th) anniversary of the Commencement Date. 9.03 Each subletting pursuant to this Article shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this lease. Notwithstanding any such subletting to Landlord or any such subletting to any other subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the fixed rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this lease, and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Tenant or any person claiming through or under Tenant shall or will be made except upon compliance with and subject to the provisions of this Article. If Landlord shall decline to give its consent to any proposed assignment or sublease Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. 9.04 In the event that (a) Landlord consents to a proposed assignment or sublease, and (b) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within 90 days after the giving of such consent, then, Tenant shall again comply with all of the provisions and conditions of Section 9.02 before assigning this lease or subletting the Demised Premises. 9.05 With respect to each and every sublease or subletting authorized by Landlord under the provisions of this lease, it is further agreed: (a) no subletting shall be for a term ending later than one day prior to the expiration date of this lease; (b) no sublease shall be deemed valid, and no subtenant shall take possession of the Demised Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord; and (c) each sublease shall provide that it is subject and subordinate to this lease and to the matters to which this lease is or shall be subordinate, and that in the event of termination, re-entry or dispossess by Landlord under this lease Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any offset, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month’s rent. 9.06 If the Landlord shall give its consent to any assignment of this lease or to any sublease, Tenant shall in consideration therefor, pay to Landlord, as additional rent: (a) in the case of an assignment, an amount equal to all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property, less, in the case of a sale thereof, but less the then net unamortized or undepreciated cost thereof (including Tenant’s Work) determined on the basis of Tenant’s federal income tax returns and less the reasonable costs paid by Tenant for alteration costs (or contributions in lieu thereof), advertising, brokerage or consulting fees or commissions and legal fees in connection with such assignment; and (b) in the case of a sublease, an amount equal to any rents, additional charge or other consideration payable under the sublease to Tenant by the subtenant which is in excess of the fixed rent and additional rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property, less, in the case of the sale thereof, the then net unamortized or undepreciated cost thereof (including Tenant’s Work) determined on the basis of Tenant’s federal income tax returns. The sums payable under Sections 9.09(a) and (b) shall be paid to Landlord as and when paid by the assignee or subtenant, as the case may be, to Tenant. 9.07 If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Section 9.01 shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of legal or beneficial interest of Tenant as if any lien such transfer of stock (or other mechanism) which results in a change of legal or beneficial interest of Tenant were an assignment of this lease, and if Tenant is filed against a partnership, joint venture or limited liability company, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the demised premises distributions of profits and losses of such partnership, joint venture or limited liability company (or other mechanism, such as, by way of example, the building creation of additional general partnership, limited partnership or membership interests) which results in a change of the legal or beneficial interest of such partnership, joint venture and limited liability company, as if such transfer of an interest in the distributions of profits and losses of such partnership, joint venture or limited liability company which results in a change of legal or beneficial interest of such partnership, joint venture or limited liability company were an assignment of this lease. Notwithstanding the foregoing provisions of this Article 9, Landlord’s consent shall not be required for an assignment of this lease or transfer of stock or beneficial interest as described above to a corporation or other entity which as a result of a merger or consolidation or sale of all or substantially all of Tenant’s assets succeeds to the business carried on by Tenant (each of the foregoing being referred to as a “Transaction”) provided that (i) with respect to each Transaction, same form a part is not principally for brokerage services claimed the purpose of transferring Tenant’s interest in the lease, (ii) with respect to have been performed for each Transaction, (X) Tenant gives Landlord at least ten (10) business days prior written notice of the proposed Transaction together with reasonable evidence as to the nature of same, (Y) Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafterafter effecting the Transaction gives Landlord written notice of the occurrence thereof together with reasonable evidence that the requirement described in clause (i) has been satisfied, at and (Z) any transferee shall continue with the same or substantially similar business operation as Tenant under the same trade name as Tenant's expense. 9.08 Any assignment or transfer, whether made with Landlord’s consent pursuant to Section 9.01 or without Landlord’s consent pursuant to Section 9.01, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the assignee shall assume the obligations of this lease on the part of Tenant to be performed or observed and whereby the assignee shall agree that the provisions in Section 9.01 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers. The original named Tenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this lease, and notwithstanding the acceptance of fixed rent and/or additional rent by filing Landlord from an assignee, transferee, or any other party, the bond required original named Tenant shall remain fully liable for the payment of the fixed rent and additional rent and for the other obligations of this lease on the part of Tenant to be performed or observed. 9.09 The joint and several liability of Tenant and any immediate or remote successor in interest of Tenant and the due performance of the obligations of this lease on Tenant’s part to be performed or observed shall not be discharged, released or impaired in any respect by lawany agreement or stipulation made by Landlord extending the time of, or modifying any of the obligations of, this lease, or by any waiver or failure of Landlord to enforce any of the obligations of this lease. 9.10 The listing of any name other than that of Tenant, whether on the doors of the Premises or elsewhere in the Building, or otherwise, and paying shall not operate to vest any other necessary sumsright, and Tenant agrees interest in this lease or in the Demised Premises, nor shall it be deemed to indemnify be the consent of Landlord and its agents and hold them harmless from and against to any and all claims, losses assignment or liability resulting from such lien for brokerage services renderedtransfer of this lease or to any sublease of the Demised Premises or to the use or occupancy thereof by others.

Assignment and Subletting. TenantA. Subject to any provisions of this Paragraph 16 to the contrary, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersnot, without the prior written consent of Landlord in each instance. If Landlord, (i) assign, convey or mortgage this Lease be assignedor any interest hereunder; (ii) permit to occur or permit to exist any assignment of this Lease, or if any lien upon Tenant’s interest, voluntarily or by operation of law; (iii) sublet the demised premises Premises or any part thereof be underlet thereof; or occupied (iv) permit the use of the Premises by anybody any parties other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, Tenant and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants its employees and clients. Any such action on the part of Tenant herein containedshall be void and of no effect. There shall be no partial assignment of Tenant’s interest in this Leases. The term “sublease” and all words derived therefrom, as used in this Paragraph 16, shall include any subsequent sublease or assignment of such sublease and any other interest arising under such sublease. Except as provided herein, Landlord’s consent to any assignment, subletting or transfer or landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under this Lease. Landlord’s consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future assignment, subletting, or transfer,. Landlord may condition its consent upon execution by the subtenant or assignee of an instrument confirming such restrictions on further subleasing or assignment and joining in the waivers and indemnities made by Tenant hereunder. B. Notwithstanding the foregoing, Tenant shall have the right to assign this Lease or any interest herein, or to sublet the Premises or any part thereof (such assignment or subletting is hereinafter referred to as a “Permitted Transfer”) to (i) any successor entity of Tenant resulting from a merger or consolidation with Tenant and engaged primarily in the provision of legal services, (ii) any entity (other than an entity described in subparagraph (i)) succeeding to the legal business of Tenant, or (iii) any affiliate of Tenant which is involved in the delivery or support of legal services; provided however that any such successor or affiliated entity descried in subparagraph (ii) or (iii) shall (a) have, in the reasonable judgment of Landlord, a financial condition at least equal to Tenant, (b) not violate any of the conditions set forth in Paragraph 16.D. and (c) expressly assume all of Tenant’s obligations and liabilities hereunder. Landlord’s first offer rights under Paragraph 16.E. and termination rights set forth in Paragraph 16.F. hereof shall not be exercisable with respect to any Permitted Transfer. C. If Tenant desires the consent of Landlord to an assignment or underletting subletting, Tenant shall submit to Landlord at least thirty (30) days prior to the proposed effective date of the assignment or sublease a written notice (the “Sublease Notice”) which includes: 1. All documentation then available related to the proposed sublease or assignment (copies of final executed documentation to be supplied on or before the effective date); and 2. Sufficient information to permit Landlord to determine the identity and character of the proposed subtenant or assignee and the financial condition of the proposed assignee. D. If Landlord does not exercise its right of first offer pursuant to Paragraph 16.E. or terminate this Lease, in whole or in part, pursuant to Paragraph 16.F., it shall only withhold its consent to a proposed assignment or subletting if: 1. In the reasonable judgment of Landlord the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards maintained by Landlord in the Building; 2. In the reasonable judgment of Landlord the subtenant or assignee does not have a financial condition comparable to tenant at the time of the execution of this Lease. 3. In the reasonable judgment of Landlord the purpose for which the subtenant or assignee intends to use the subleased space is in violation of the terms of this Lease. If Landlord consents to such an assignment, or if the assignment is a Permitted Transfer, the assigning Tenant shall be released from its obligations hereunder arising after the effective date of such assignment so long as Landlord has received an assumption agreement, in form reasonably satisfactory to Landlord, executed by such assignee assuming all of Tenant’s obligations hereunder. E. Landlord shall have a right of first offer with respect to any sublease (other than a Permitted Transfer) which Tenant proposes to make at any time during the Term. Such right shall be assigned by Landlord to ▇▇▇▇▇▇▇. Prior to entering into a sublease of any portion of the Premises (other than a Permitted Transfer) Tenant shall give landlord written notice (“First Offer Notice”) of the terms upon which Tenant is willing to make such a sublease to Landlord. Landlord shall advise Tenant in writing of Landlord’s election to make such a sublease no later than fifteen (15 days after Tenant has submitted to Landlord a First Offer Notice with respect to such sublease. If Landlord fails to so exercise its right of first offer within such 15 day period, Landlord shall be deemed to have waived such right as to the proposed sublease described in such First Offer Notice, but not as to any future subleases of the same space or other space in the Premises. If Landlord waives such right, Tenant shall have the right to make a sublease with another party, but such sublease must in all material respects be on terms that are substantially identical with the terms set forth in the First Offer Notice. If Landlord does exercise such right, Tenant will promptly enter into a sublease with ▇▇▇▇▇▇▇ on the terms contained in such First Offer Notice. Tenant acknowledges that the execution and delivery of such a sublease with ▇▇▇▇▇▇▇ shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment diminish or underletting. In no event affect Tenant’s obligations under this and shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall not be deemed a sublease. merger which would terminate this Lease as to such space or affect the Rent payable under this lease. F. Landlord shall have the right to terminate this Lease (“Recapture Right”) in the event of a proposed assignment by Tenant of its interest in this Lease or a proposed sublease of substantially all of the Premises for all or substantially all of the remaining Term (including the 10 year renewal term) to any party other than pursuant to a Permitted Transfer, provided that landlord shall exercise such Recapture Right only if any lien is filed against ▇▇▇▇▇▇▇ then projects that it will need to occupy all or substantially all of the demised premises or Premises during the building of which Term, including the same form a part for brokerage services claimed to have been performed for Tenant10 year renewal term, whether or not actually performedsuch renewal has then been exercised. Such Recapture Right must be exercised by Landlord, if at all, by giving written notice to Tenant of such election within thirty (30) days after landlord’s receipt of the same Sublease Notice proposing such assignment or sublease. If Landlord fails to so exercise its Recapture Right within such thirty (30) day period, Landlord shall be discharged deemed to have waived its Recapture Right as to the proposed assignment or sublease described in such Sublease notice, but not as to any future proposed assignments or subleases. If Landlord does elect to exercise its Recapture Right, this Lease shall be terminated on the date proposed in the Sublease Notice for occupancy of all or substantially all of the Premises by the assignee or subtenant, as if such date were the Termination Date of this Lease. G. If (i) Landlord has elected not to exercise the Recapture right under Paragraph 16.F., (ii) the proposed assignment will become effective prior to the end of the original twenty (20) year Term and (iii) Tenant within so requests in writing as a part of the Sublease Notice for such assignment, Landlord will permit the proposed assignee to exercise Tenant’s rights to extend the Term under Paragraph 32 but unless such assignment is a Permitted Transfer, such assignee may only extend the Term for a period equal to ten (10) days thereafter, at Tenant's expense, by filing years minus the bond required by law, or otherwise, period of time between the effective date of such assignment and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.the end of the original twenty (20)

Assignment and Subletting. a. In the event that Tenant desires to assign this Lease or to sublet all or any part of the demised premises, Tenant shall, before proceeding to attempt to so assign or sublet, notify Landlord in writing, served with proof of delivery, of its desire and so offer to vacate the space which it desires to sublease (whether all or part of the demised premises) or the entire demised premises (in the case of an assignment) and to surrender the same to Landlord. In the event that Landlord does not, in writing served with proof of delivery, accept the foregoing offer of Tenant within 45 days after said writing is delivered to Landlord, Tenant may proceed to attempt to assign or sublet the demised premises in accordance with the provisions that follow hereinafter. b. Tenant, for itself, its heirs, distributees, distributees executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, or mortgage or encumber otherwise encumber, all or any part of its interest in this Lease, nor underletsublet the demised premises, in whole, or suffer or permit the demised premises or any part thereof to be used or occupied by othersother, without the prior written consent of Landlord in each instance. If if Tenant shall desire to assign its interest in this Lease or to sublet aII of the Demised Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting which shall be accompanied by the following information: (i) the name and address of the proposed assignee or subtenant; (ii) if Tenant desires to sublet a portion of the demised premises, a description of the portion to be sublet together with a floor plan thereof, (iii) the terms and conditions of the proposed assignment or subletting; Bolivia the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises and (v) the current financial information and any other information Landlord may reasonably request with respect to the proposed assignee or subtenant. Landlord shall not unreasonably withhold its consent to the proposed assignment or subletting for the use permitted in this Lease provided that: (1) The demised premises, shall not, without Landlord's prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental rate lower that the higher of (a) the Fixed Annual Rent and all Additional Rent then payable or (b) the then prevailing rental rate for other space in the Building, the Tenant shall not enter into any sublease at a lower rental rate than the Fixed Annual Rent and all Additional Rent then payable absent landlord's consent; (2) Tenant shall not be in default hereunder. (3) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the permitted use(s) and in keeping with the standards of the Building and shall be a white-collar businessperson operating a fully legal business concern. (4) The proposed assignee or subtenant shall not then be a tenant, subtenant or assignee of any space in the Building, nor shall the proposed assignee or subtenant to the knowledge of the tenant be a person or an entity with whom Landlord is then negotiating to lease space in the Building, or has negotiated within the prior six months. Such a prior contact between the landlord and the proposed assignee or subtenant shall constitute good cause for the landlord's objection to the assignment or sub tenancy and shall be considered by the parties to be a bar to such a sub tenancy or assignment. (5) In the case of a subletting, the subtenant shall be expressly subject to all obligations of Tenant under this Lease and the further condition and restriction that such sublease shall not be assigned, encumbered or if otherwise transferred or the demised premises Demised Premises further sublet by subtenant in whole or in part, or any part thereof suffered or permitted by the subtenant to be underlet used or occupied by anybody other others, without the prior consent of the Landlord in each instance. (6) No subletting shall and later than on:, (1) day before the Expiration Date of this Lease. (7) At no time shall Tenant be permitted to sublet or assign any portion of the premises more than six times (8) Tenant shall reimburse Landlord on demand for any costs, including reasonable attorney's fees and disbursements that may be incurred by Landlord in connection with Tenant's request for assignment or sublease. c. Tenant shall deliver to Landlord a copy of each sublease or assignment made hereunder within ten (10) days after the date of its execution. Tenant shall remain fully liable for the performance of all of the Tenant's obligations hereunder notwithstanding any subletting or assignment provided for herein and, Landlord maywithout limiting the generality of all acts and omissions of any subtenant, after default by Tenantassignee or anyone claiming by, collect rent from through, or under any subtenant or assignee which shall be in violation of any of the assignee, undertenant or occupantobligations of this Lease, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection any such violation shall be deemed to be a waiver violation by the Tenant. Notwithstanding any assignment and assumption by the assignee of the provisions hereof, the acceptance obligations of the assigneeTenant hereunder, undertenant Tenant herein named, and each immediate or occupant as tenant, or a release remote successor in interest of Tenant from herein named, shall remain jointly and severably (as a primary obligor) liable with assignees and all subsequent assignees for the further performance by Tenant of covenants Tenant's obligations hereunder, and shall remain fully and directly responsible and liable to Landlord for all acts and omissions on the part of any assignee subsequent to it in violation of any of the obligations of this Lease. d. Notwithstanding anything to the contrary contained in this Lease, no assignment of Tenant's interest in this Lease shall be binding upon Landlord unless the assignee, and, if the assignee is a partnership, the individual partners thereof, shall execute and deliver to Landlord an agreement, in recordable form whereby such assignee agrees unconditionally to sign a limited guarantee in the form annexed hereto and to perform all the obligations of Tenant herein containedhereunder 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 and transfers. e. Any transfer by operation of law or otherwise of the interest of Tenant in this Lease (in whole or in part) or of a fifty (50%) percent or greater interest in Tenant (whether stock, partnership interest or otherwise) shall be deemed an assignment of this Lease within the meaning of this Article. (The issuance of shares of stock to other than the existing shareholder shall be deemed to be a transfer of such stock for the purposes of this Article). If there has been a previous transfer of less than fifty (50%) percent interest in Tenant, any other transfer of an interest in Tenant which would then result in an aggregate transfer of greater than fifty (50%) percent interest in Tenant shall all be deemed an assignment of the interest of Tenant in this Lease within the meaning of this Article. Tenant warrants and represents the present shareholders of any outstanding shares of stock of the corporate Tenant is/are the following: ▇▇▇ ▇. ▇▇▇▇. f. In the event that Tenant fails to execute and deliver any assignment or sublease to which Landlord consented under the provisions of this Article within forty-five (45) days after the giving of such consent, then Tenant shall again comply with all of the provisions of this Article before assigning its interest in this Lease or subletting the Demised Premises. g. The consent by of Landlord to an assignment or underletting a subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet spacesubletting. h. If Tenant's interest in this Lease be assigned, or otherwise suffer or permit if the sublet space Demised Premises or any part thereof to be used sublet or occupied by othersanyone other than Tenant, without Landlord's prior written consent in each instance. A modificationLandlord may collect rent from the assignee, amendment subtenant or extension of a sublease occupant and apply the net amount collected to the Fixed Annual Rent and all Additional Rent herein reserved, but no such assignment, subletting, or occupancy or collection shall be deemed a sublease. if waiver of the provisions of this Article or of any lien is filed against the demised premises default hereunder or the building acceptance of which the same form a part for brokerage services claimed to have been performed for assignee, subtenant or occupant as Tenant, whether or not actually performed, the same shall be discharged a release of Tenant from further observance of performance by Tenant within ten (10) days thereafterof all of the covenants, at Tenant's expenseconditions, by filing terms and provisions on the bond required by lawpart of Tenant to be performed or observed. i. If Tenant desires to assign all of the Demised Premises, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord use Landlord's exclusive agent for Such purposes, or Landlord's then managing agent and its Tenant shall pay to such agent upon execution of such sublease, assignment, release or other disposition a commission computed in accordance with such exclusive agents standard rates and hold them harmless from and against any and all claims, losses or liability resulting from such lien rules then in effect for brokerage services renderedthe locality in which the Demised Promises are located.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber (A) Notwithstanding any other provisions of this Lease, nor underletthe Tenant shall not assign or otherwise transfer this Lease or any interest herein, voluntarily or by operation of law, or suffer sublet (which term, without limitation, shall include granting of concessions, licenses and the like) or permit allow any other person to occupy the demised premises whole or any part thereof to be used or occupied by othersof the Premises, without without, in each instance, the prior written consent of the Landlord (which consent shall not be unreasonably withheld or delayed), and, in any case, where the Landlord shall consent to such assignment, other transfer or subletting, the Tenant originally named herein shall remain fully liable for Tenant obligations hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease and shall pay to the Landlord promptly after billing therefor all reasonable attorney's fees incurred by the Landlord in each instanceconnection with such assignment or subletting. If The Tenant shall give written notice to the Landlord of the terms of any such proposed assignment or sublease and the Landlord shall have the right to terminate this Lease on notice to the Tenant if the rent and other payments from such proposed assignee or subtenant would exceed that provided hereunder. It shall be assigneda condition of the validity of any permitted assignment or other transfer or subletting that the assignee or transferee or sublessee agree directly with the Landlord, in form satisfactory to the Landlord, to be bound by all Tenant obligations hereunder, including, without limitation, with respect to an assignee, the obligation to pay rent and other amounts provided for under this Lease, and with respect to an assignee, sublessee or transferee, the covenant against further assignment or other transfer or subletting. (B) The provisions of Section 13(A) shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests, or other evidences of ownership of Tenant as if the demised premises such transfer were an assignment of this Lease, but 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 part thereof be underlet entity which controls or occupied is controlled by anybody other than Tenant or is under common control with Tenant, provided that in any of such events (1) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof satisfactory to Landlord mayof such net worth shall have been delivered to Landlord at least five (5) days prior to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, after default by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. Notwithstanding the foregoing, the restrictions on transfers of stock shall not apply to Tenant, collect so long as Tenant's stock is publicly traded on a national stock exchange. (C) In the event Tenant assigns this Lease or sublets the Leased Premises and this Lease is not terminated by Landlord as above provided, Tenant shall pay to Landlord, as additional rent from the assigneehereunder, undertenant or occupant, as and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver when received by Tenant fifty percent (50%) of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of all amounts received by Tenant from the further performance subtenant or assignee in excess of the amounts payable by Tenant of covenants on to Landlord hereunder (the part of "Transfer Premium"), after tenant has first recouped therefrom reasonable costs actually incurred by Tenant herein contained. The consent by Landlord to an assignment in connection with such agreement or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet spacesubletting, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by othersincluding, without Landlord's prior written consent limitation, brokerage commissions, marketing costs, and legal fees. "Transfer Premium" shall mean all Annual Rent, additional rent or other consideration of any type whatsoever payable by the assignee or subtenant to Tenant under this Lease, including key money and bonus money paid by the assignee or subtenant to Tenant in each instanceconnection with such transfer, and any payment in excess of fair market value for services rendered by Tenant to the assignee or subtenant or for assets, fixtures, inventory, equipment, of furniture transferred by Tenant to the assignee or subtenant in connection with such transfer. A modificationIf less than all of the Premises is transferred, amendment or extension of a sublease the Base Rent and the additional rent shall be deemed determined on a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedper rentable square foot basis.

Assignment and Subletting. TenantTenant shall neither voluntarily nor by operation of law, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage transfer, mortgage, pledge, hypothecate or encumber this LeaseLease or any interest therein, nor underletand shall not sublet the Leased Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or permit use the demised premises Leased Premises, or any part thereof to be used or occupied by othersportion thereof, without the prior written consent of Landlord first had and obtained, which consent shall not be unreasonably withheld or delayed and shall be deemed given if Landlord does not respond to Tenant's request for consent within fifteen (15) days after the written request is received. Any request by Tenant shall be in writing with complete and accurate details of the proposed assignment or sublease, including, without limitation, the proposed use by such assignee or sublessee, current financial statements (balance and income sheets), certified by one or more owners of the proposed assignee or sublessee and prepared or approved by a certified public accountant as being true and complete, and prepared in accordance with generally accepted accounting principles. Any objection to any proposed assignment or subletting may include or be based on an allegation that the Tenant has provided insufficient or incomplete information regarding the proposed transaction or parties. A consent to one 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 another person. Any such assignment or subletting without such consent, at the option of the Landlord, shall be void, and constitute a default under this Lease. If any amounts payable by an assignee (including, without limitation, any consideration for the assignment of the Lease) or subtenant with respect to its occupancy of the Leased Premises are in excess of the amounts payable by Tenant to Landlord hereunder, said excess amounts (after first deducting from such excess amounts all Tenant's actual out of pocket costs to third parties for such subleasing or assignment, such as Tenant Improvements, lease commissions, attorneys fees, free rent and advertising), shall be equally divided between the original Tenant and the Landlord. In the event of an assignment, if the excess is paid as a lump sum, then all such costs shall be deducted before it is divided; and if the excess is paid over a term, such costs shall be amortized over that term and deducted from the payments received. In the event of a sublease, all such amounts due to the Landlord shall constitute Additional Rent due on the same day such excess rent or other charges are due by such Sublessee or Assignee. Tenant shall not permit any subtenant to make any Alterations without the advance written consent of Landlord. If Tenant requests an approval by Landlord for any assignment or subletting, Tenant agrees to pay all reasonable costs and fees incurred by Landlord in connection with any such proposed assignment or subletting, regardless of whether such assignment or subletting is eventually consummated; provided that no such costs or fees shall exceed One Thousand and 00/100 Dollars ($1,000.00) for each instanceproposed assignment or subletting. Except as set forth in this sentence, Tenant shall have no claim, and hereby waives the right to any claim, against Landlord for money damages by reason of any refusal, withholding or delay by Landlord of any consent or approval to any proposed assignment or subletting, and, in such event, Tenant's sole remedy for any such refusal, withholding or delay shall be an action for specific performance or injunction; provided that Tenant shall also have a claim for damages if, after Tenant has filed a lawsuit for specific performance or injunctive relief, but prior to the court's determination of Tenant's request for specific performance and/or injunctive relief, the proposed assignee or sublessee refuses to complete the assignment or subletting, unless the primary reason for such refusal to complete the transaction is not the delay caused by waiting for the court's determination; and provided further that until there has been a determination by a court of competent jurisdiction regarding Tenant's request for specific performance, injunction or damages, Tenant shall have no right to withhold the payment of any Base Rent, Additional Rent or other charges payable by Tenant hereunder, or to claim any setoff against same on account of this paragraph 15, and Tenant hereby consents that Landlord is entitled to have Tenant's obligation (to continue to pay Base Rent and other charges until a determination on Tenant's claim for specific performance, injunction or damages) enforced by injunctive relief. The Tenant agrees that Landlord's withholding of consent to any proposed assignment or subletting shall be deemed to be reasonable if, in addition to any other reasonable factors used by Landlord in its evaluation, (i) any existing guarantor, surety or assignor fails to agree in writing to continue to remain liable for the entire term of the Lease after such assignment and/or subletting, (ii) the proposed assignee or sublessee is not, in Landlord's reasonable determination, financially capable of complying with this Lease, or the portion thereof subject to such assignment and/or subletting, according to its terms, (iii) the proposed assignee or sublessee will use the Leased Premises for a purpose other than as allowed under Article 5 above or (iv) the proposed assignee or sublessee will use the Leased Premises for a purpose which violates the exclusive rights granted by Landlord to any other lessee in the Building prior to such assignment or subletting. So long as the proposed assignee or sublessee and such assignment or subletting do not violate the terms of (i), (iii) or (iv) of the preceding sentence, Landlord hereby consents to any assignment or subletting of this Lease or any interest therein to any Affiliate of Tenant (as defined below), so long as Tenant gives detailed written notice of such assignment or subletting to Landlord at least thirty (30) days prior to the effective date of any such assignment or subletting, and so long as such Affiliate executes any and all documents reasonably required to bind such Affiliate to the terms of this Lease, to the extent applicable to the portion of the Lease which is being assigned to or sublet by such Affiliate. A person shall be deemed to be an Affiliate of Tenant if (i) Tenant owns at least eighty percent (80%) of all issued and outstanding stock or other ownership interest in such person, such person owns at least eighty percent (80%) of the issued and outstanding stock or other ownership interest in Tenant or a third person owns at least eighty percent (80%) of the stock or other ownership interest in both the Tenant and the other person who is the proposed assignee or sublessee, or the person is an entity into which Tenant is merged or entity with which Tenant is consolidated, or entity that purchases all or substantially all of Tenant's assets; and (ii) there exists no plan or intent by Tenant or the Affiliate or Affiliate's parent company, at the time of the assignment or subletting, to reduce the percentage of ownership below the amount required under this paragraph. No such assignment or subletting shall release Tenant from any of the obligations to accrue under this Lease, whether before or after the date of any such assignment or subletting. If this Lease grants to Tenant any option to renew or extend this Lease, no assignee or sublessee, regardless of whether approved by Landlord, shall be assignedentitled to exercise such option unless the document evidencing Landlord's approval expressly so provides. All assignments of this Lease shall be on the Assignment form attached hereto as Exhibit I; provided that any assignment documents for an assignment shall further provide that, or if in the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from absence of an agreement between the assignee, undertenant or occupant, and apply the net amount collected parties to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereofcontrary, the acceptance assignor shall not be liable for any increase in any Base Rental or other charges hereunder caused by any modification, extension or renewal of this Lease entered into by such assignee after the assigneedate of such assignment without the assignor's prior written consent; provided that (i) no such post-assignment modification, undertenant extension or occupant renewal shall operate as tenant, or a release of Tenant such assignor, and such assignor shall continue to remain liable for all rent and other charges under this Lease but such liability shall be limited to the amount which would have been due absent such post-assignment modification, extension or renewal, and (ii) nothing in this sentence shall operate to prevent Landlord from the further performance by Tenant of covenants on the requiring, as part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's reasonable consent, that such assignor remain liable for any such post-assignment modifications, extensions and renewals for which assignor has provided its prior written consent if the proposed assignee is not, in each instanceLandlord's reasonable determination, financially capable of complying with this Lease, or the portion thereof subject to such assignment, according to its terms. A modification, amendment No assignee or extension sublessee of a sublease less than all of the Leased Premises shall be deemed a subleaseentitled to Tenant's signage rights under EXHIBIT G attached hereto. if any lien is filed against the demised premises or the building So long as all assignees and sublessees are Affiliates of which the same form a part for brokerage services claimed to have been performed for Tenant, whether no assignment or not actually performed, the same subletting shall be discharged by Tenant within ten (10) days thereafter, at change or reduce Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedsignage rights.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, . successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. The merger or consolidation of a corporate lessee or subleasee where the net worth of the resulting or surviving corporation is less than the net worth of the lessee or sublessee immediately prior to such merger or consolidation shall be deemed an assignment of this lease or of such sublease. If this Lease lease be assigned, or if the demised premises Premises or any part thereof be underlet or occupied Occupied by anybody other than Tenant, Landlord maymy, after default by Tenant, collect rent from the assignee, undertenant under-tenant or occupantOccupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants Covenants on the part of Tenant herein contained. The consent Consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent Consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space Space or any part thereof to be used 'wed or occupied Occupied by others, without Landlord's prior written consent Consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if If any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed service Claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's Tenants expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, mortgage sublet, mortgage, hypothecate or otherwise encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, interest in this Lease or otherwise in the Premises or grant any license in or suffer any person other than Tenant or permit its employees to use or occupy the sublet space Premises or any part thereof to be used or occupied by others, without Landlord's obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any such attempted assignment, subletting, license, mortgage, hypothecation, other encumbrance or other use or occupancy without the consent of Landlord shall be null and void and of no effect. Any mortgage, hypothecation or encumbrance of all or any portion of Tenant’s interest in each instance. A modification, amendment this Lease or extension in the Premises and any grant of a sublease license or sufferance of any person other than Tenant or its employees to use or occupy the Premises or any part thereof shall be deemed a subleaseto be an “assignment” of this Lease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for TenantIn addition, whether or not actually performedas used in this Paragraph 11, the same term “Tenant” shall also mean any entity that has guaranteed Tenant’s obligations under this Lease, and the restrictions applicable to Tenant contained herein shall also be discharged by Tenant within ten applicable to such guarantor. Landlord’s agreement to not unreasonably withhold its consent shall only apply to the first assignment or sublease under the Lease. Provided no event of default has occurred and is continuing under this Lease, upon thirty (1030) days thereafterprior written notice to Landlord, at Tenant's expenseTenant shall have the right to assign all or part of the Premises to an Affiliate (defined below) of Tenant without Landlord’s prior written consent, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees so long as it is to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.an Affiliate whose character and

Assignment and Subletting. 10.01. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. The merger or consolidation of a corporate lessee or sublessee where the net worth of the resulting corporation is less than the net worth of the lessee or sub lessee immediately prior to such merger or consolidation shall be deemed an assignment of this lease or of such sublease. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. 10.02. if If Tenant desires to assign this Lease or to sublet all or any lien is filed against portion of the demised premises, it shall first submit in writing to Landlord the documents described in Section 10.03 hereof, and shall offer in writing, (i) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of moneys or other consideration therefor, or, (ii) with respect to a prospective subletting, to sublet to Landlord the portion of the demised premises involved ("Leaseback Area") for the term specified by Tenant in its offer and at the lower of (a) Tenant's proposed subrental or the building of which (b) at the same form a part for brokerage services claimed rate of fixed rent and additional rent; and otherwise on the same terms, covenants and conditions (including provisions relating to have been performed for escalation rents), as are contained herein and as are allocable and applicable to the portion of the demised premises to be covered by such subletting. The offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than ninety (90) days nor later than one hundred eighty (180) days following the acceptance of the offer. If an offer of sublease is made, it shall in addition specify the duration of the term of the proposed sublease as fixed by Tenant, whether except that if the proposed sublease will result in all or not actually performedsubstantially all of the demised premises being sublet, then Landlord shall have the same option to extend the term of the proposed sublease for the balance of the term of this Lease less one (1) day. Landlord shall be discharged by Tenant within ten have a period of ninety (1090) days thereafterfrom the receipt of such offer to either accept or reject the same. Landlord or its agents or designees shall have the right, during such time, at reasonable times during business hours, to enter the demised premises to exhibit same to prospective subtenants. If Landlord shall accept such offer, Tenant shall then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord's counsel. If a sublease is so made to Landlord or its designee, it shall expressly: (a) permit Landlord to make further subleases of all or any part of the Leaseback Area and (at no cost or expense to Tenant) to make and authorize any and all changes, alterations, installations and improvements in such space as Landlord may deem necessary for such subletting, at Landlord's expense; (b) provide that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area; (c) negate any intention that the estate created under such sublease be merged with any other estate held by either of the parties; and (d) provide that Landlord shall accept the Leaseback Area "as is" except that Landlord, at Tenant's expense, shall perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the demised premises and to permit lawful occupancy, it being intended that Tenant shall have no other cost or expense in connection with the subletting of the Leaseback Area; (e) provide that at the expiration of the term of such sublease Tenant will accept the Leaseback Area in its then existing condition, subject to the obligations of Landlord to make such repairs thereto as may be necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted. Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Area during the period of time it is so sublet, except for fixed annual rent and additional rents, if any, due under the within Lease, which are in excess of the rent and additional rents due under such sublease. Subject to the foregoing, performance by filing Landlord, or its designee, under a sublease of the bond Leaseback Area shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by of arises from any act or omission of any occupant holding under or pursuant to any such sublease. 10.03. If Tenant requests Landlord's consent to a specific assignment or subletting, it shall submit in writing to Landlord (i) the name and address of the proposed assignee or sublessee, (ii) a duly executed counterpart of the proposed agreement of assignment or sublease, (iii) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or sublessee, and as to the nature of its proposed use of the space, and (iv) banking, financial or other credit information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or sublessee. 10.04. If Landlord shall not have accepted Tenant's offer, as provided in Section 10.02, then Landlord will not unreasonably withhold or delay its consent to Tenant's request for consent to such specific assignment or subletting (where Tenant will not move the conduct of its business to another building in New York City in violation of Article 34 hereof). Any consent of Landlord under this Article shall be subject to the terms of this Article and conditional upon there being no default by Tenant, beyond any grace period, under any of the terms, covenants and conditions of this Lease at the time that Landlord's consent to any subletting or assignment is requested and on the date of the commencement of the term of any proposed sublease or the effective date of any proposed assignment 10.05. Tenant understands and agrees that whether Landlord's written consent thereto is required or not required, no assignment or subletting shall be effective unless Tenant causes to be delivered to Landlord a duly executed copy of the sublease or assignment (unless it was theretofore delivered to Landlord). Any such sublease shall provide that the sublessee shall comply with all applicable terms and conditions of this lease to be performed by the Tenant hereunder. Any such assignment of lease shall contain an assumption by the assignee of all of the terms, covenants and conditions of this Lease to be performed by the Tenant. 10.06. If Landlord shall not have accepted any required Tenant's offer and/or Tenant effects any assignment or subletting, then Tenant thereafter shall pay to Landlord a sum equal to (a) any rent or other consideration paid to Tenant by any subtenant which (after deducting the costs of Tenant, if any, in effecting the subletting, including reasonable alteration costs, commissions and legal fees) is in excess of the rent allocable to the subleased space which is then being paid by Tenant to Landlord pursuant to the terms hereof; and (b) any other profit or gain (after deducting any necessary expenses incurred) realized by Tenant from any such subletting or assignment All sums payable hereunder by Tenant shall be payable to Landlord as additional rent upon receipt thereof by Tenant. 10.07. Anything herein contained to the contrary notwithstanding: (a) Tenant shall not advertise (but may list with brokers) its space for assignment or subletting at a rental rate lower than the greater of the then Building rental rate for such space or the rental rate then being paid by Tenant to Landlord. (b) The transfer of a majority of the issued and outstanding capital stock of, or of a controlling interest in, any corporate tenant or subtenant of this Lease or a majority of the total interest in any partnership tenant or subtenant, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this Lease or of such sublease. The transfer of outstanding capital stock of any corporate tenant, for purposes of this Article, shall not include sale of such stock by persons other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934 as amended, and which sale is effected through "over- the-counter market" or through any recognized stock exchange. (c) No assignment or subletting shall be made: (i) To any person or entity which shall at that time be a tenant, subtenant or other occupant of any part of the Building of which the demised premises form a part, or who dealt with Landlord or Landlord's agent (directly or through a broker) with respect to space in the building during the six (6) months immediately preceding Tenant's request for Landlord's consent; (ii) By the legal representatives of the Tenant or by any person to whom Tenant's interest under this Lease passes by operation of law, except in compliance with the provisions of this Article; (iii) To any person or otherwiseentity for the conduct of a business which is not in keeping with the standards and the general character of the Building of which the demised premises form a part. 10.08. Anything hereinabove contained to the contrary notwithstanding, the offer-back to Landlord provisions of Section 10.02 hereof shall not apply to, and paying Landlord will not unreasonably withhold or delay its consent to, an assignment of this Lease, or sublease of all or part of the demised premises, to: the parent of Tenant or to a wholly-owned subsidiary of Tenant or of said parent of Tenant, provided the net worth of the transferor or sublessor, after such transaction, is equal to or greater than its net worth immediately prior to such transaction, and provided also that any such transaction complies with the other provisions of this Article. 10.09. Anything hereinabove contained to the contrary notwithstanding, the offer-back to Landlord provisions of Section 10.02 hereof shall not apply to, and Landlord will not unreasonably withhold or delay its consent to, an assignment of this Lease, or sublease of all or part of the demised premises, to: any corporation (i) to which substantially all the assets of Tenant are transferred or (ii) into which Tenant may be merged or consolidated, provided that the net worth, experience and reputation of such transferee or of the resulting or surviving corporation, as the case may be, is equal to or greater than the net worth experience and reputation of Tenant and of any guarantor of this Lease immediately prior to such transfer and provided, also, that any such transaction complies with the other provisions of this Article. 10.10. No consent from Landlord shall be necessary sumsunder Sections 10.08 and 10.09 hereof where (i) reasonably satisfactory proof is delivered to Landlord that the net worth and other provisions of 10.08 and 10.09, as the case may be, and the other provisions of this Article, have been satisfied and (ii) Tenant, in a writing reasonably satisfactory to Landlord's attorneys, agrees to remain primarily liable jointly and severally with any transferee or assignee, for the obligations of Tenant under this Lease. 10.11. In no event shall Tenant be entitled to make, nor shall Tenant make, any claim, and Tenant agrees hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to indemnify Landlord and its agents and hold them harmless from and against a proposed assignment or subletting as provided for in this Article. Tenant's sole remedy shall be an action or proceeding to enforce any and all claimssuch provision, losses or liability resulting from such lien for brokerage services renderedspecific performance, injunction or declaratory judgment.

Assignment and Subletting. 48.1 Except as otherwise expressly set forth herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, or encumber this LeaseLease or any of its rights or estates hereunder, nor underletsublet the Premises or any part thereof, or suffer or permit the demised premises Premises, or any part thereof thereof, to be used or occupied by others, pursuant to a management agreement, license agreement or otherwise, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises Premises or any part thereof be underlet sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant subtenant, or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underlettingsubletting, occupancy occupancy, or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant subtenant, or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The Landlord’s consent by Landlord to an assignment or underletting subletting shall not not, in any way wise, be construed to relieve Tenant from obtaining the Landlord’s express written consent in writing of Landlord to any further assignment or underlettingsubletting. In no event shall any permitted sublessee assign or encumber its sublease or sublease, further sublet all or any portion of its sublet space, or otherwise suffer or to permit the sublet space space, or any part thereof to be used or occupied by others, without Landlord's ’s prior written consent in each instanceinstance based on the approval standards set forth herein, except under circumstances described in Section 48.17, as applicable to such subtenant) and the foregoing prohibitions and restrictions shall be expressly set forth in each sublease entered into by Tenant. A modification, amendment or extension of a sublease shall be deemed to be a subleasesubletting, except to the extent expressly provided for in a sublease previously approved by Landlord. Landlord agrees that if any lien subtenant of Tenant violates the prohibition against further sublet or assignment and Landlord serves Tenant with a notice of default and opportunity to cure, the period within which Tenant may cure the default shall be extended for so long as Tenant is filed actually, and with due diligence, enforcing its rights against the demised premises subtenant based upon subtenant’s default. 48.2 Except as otherwise provided in Section 48.17 hereof, if Tenant shall, at any time or times during the building term of this Lease, desire to assign this Lease or sublet all or part of the Premises, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by: (a) a term sheet setting forth in reasonable detail the terms of the proposed assignment or sublease, the effective or commencement date of which shall be not less than fifteen (15) nor more than forty-five (45) days after the same form giving of such notice; (b) a part for brokerage services claimed to have been performed for Tenantstatement setting forth, whether or not actually performedin reasonable detail, the same identity of the proposed assignee or subtenant and its principals, the nature of its business and its proposed use of the Premises; and (c) current financial information with respect to the proposed assignee or subtenant. 48.3 (a) Upon receipt of the documentation set forth in Section 48.2 above with respect to an assignment of this Lease, Landlord shall be discharged have the right to elect, by notifying Tenant within ten twenty-five (1025) days thereafterof such delivery, at Tenant's expenseto terminate this Lease, by filing as of such effective date as if it were the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedExpiration Date set forth in this Lease.

Assignment and Subletting. 9.01 Subject to the further provisions of this Article 9, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Leaseagreement, nor underlet, or suffer or nor suffer, nor permit the demised premises Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease lease be assigned, or if the demised premises Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instanceinstance which will be granted or deemed on the same basis as a similar request by Tenant. 9.02 If Tenant shall at any time or times during the term of this lease desire to assign this lease or sublet all or part of the Demised Premises, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by (a) a term sheet signed by an officer or principal of Tenant containing all material terms and conditions in connection with the proposed assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. A modification, amendment or extension of a sublease Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option (hereinafter referred to as "Landlord's Option"), (i) sublease such space (hereinafter referred to as the "Leaseback Space") from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a subleasesublease of all or part of the Demised Premises), (ii) terminate this lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises), or (iii) terminate this lease with respect to the Leaseback Space (if the proposed transaction is a sublease of part of the Demised Premises for a term expiring within the last year of the term of this lease). if Landlord's Option may be exercised by Landlord by notice to Tenant at any lien is filed against time within twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this lease nor sublet such space to any person. 9.03 If Landlord exercises Landlord's Option to terminate this lease in the demised premises case where Tenant desires either to assign this lease or sublet all or substantially all of the building of which Demised Premises, then, this lease shall end and expire on the same form a part for brokerage services claimed date that such assignment or sublet was to have been performed for Tenantbe effective or commence, whether or not actually performedas the case may be, and the same fixed rent and additional rent shall be discharged by paid and apportioned to such date. 9.04 If Landlord exercises Landlord's Option to terminate this lease in part in any case where Tenant within ten desires to sublet part of the Demised Premises, then, (10a) days thereafter, at Tenant's expense, by filing this lease shall end and expire with respect to such part of the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees Demised Premises on the date that the proposed sublease was to indemnify Landlord and its agents and hold them harmless commence; (b) from and against any after such date the fixed rent and all claimsadditional rent shall be adjusted, losses or liability resulting from such lien for brokerage services rendered.based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises; and (

Assignment and Subletting. Tenant8.01. Neither Tenant nor its legal representatives or successors in interest shall, for itselfby operation of law or otherwise, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, pledge, encumber or encumber otherwise transfer this Lease or any part hereof, or the interest of Tenant under this Lease, nor underlet, or suffer in any sublease or permit the demised premises rent thereunder. The Premises or any part thereof to shall not be sublet, occupied or used or occupied for any purpose by othersanyone other than Tenant, without Tenant’s obtaining in each instance the prior written consent of Landlord in each instancethe manner hereinafter provided. Tenant shall not modify, extend, or amend a sublease previously consented to by Landlord without obtaining Landlord’s prior written consent thereto. Provided that no Event of Default has occurred and is outstanding, Landlord agrees not to unreasonably withhold its consent to any request by Tenant to assign this Lease or to sublease all or part of the Premises, provided that Landlord may consider any reasonable factor in determining whether to grant its consent to any such request to assign or sublease. Landlord and Tenant specifically agree, without limitation, that Landlord may reasonably refuse to consent to an assignment or subletting if the proposed assignee or subtenant is (i) not financially capable of satisfying its obligations under this Lease or its sublease, as the case may be, (ii) either a governmental authority or agency, an organization or person enjoying sovereign or diplomatic immunity, a medical or dental practice or other user which will attract a volume, frequency or type of visitor or employee to the Building which is not consistent with the standards of a high quality office building or which will impose an excessive demand on or use of the facilities or services of the Building, or (iii) not in keeping with the tenant mix of the Building or not of the type of tenant which Landlord would reasonably consider as a tenant in the Building. 8.02. An assignment of this Lease shall be deemed to have occurred (a) if in a single transaction or in a series of transactions more than 50% in interest in Tenant, any guarantor of this Lease, or any subtenant (whether stock, partnership, interest or otherwise) is transferred, diluted, reduced, or otherwise affected with the result that the present holder or owners of Tenant, such guarantor, or such subtenant have less than a 50% interest in Tenant, such guarantor or such subtenant, or (b) if Tenant’s obligations under this Lease are taken over or assumed in consideration of Tenant leasing space in another office building. The transfer of the outstanding capital stock of any corporate Tenant, guarantor or subtenant through the “over-the-counter” market or any recognized national securities exchange (other than by persons owning 5% or more of the voting calculation of such 50% interest of clause 8.02(a) above) shall not be included in the calculation of such 50% interest in clause(a) above. 8.03. Notwithstanding anything to the contrary in Section 8.01, Tenant shall have the right, upon ten (10) days’ prior written notice to Landlord, to (a) sublet all or part of the Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; or (b) assign this Lease to a successor corporation or other entity into which or with which Tenant is merged or consolidated or which acquired substantially all of Tenant’s assets and property; provided that (i) such successor corporation or other entity assumes substantially all of the obligations and liabilities of Tenant and shall have assets, capitalization and net worth at least equal to the assets, capitalization and net worth of Tenant as of the date of this Lease as determined by generally accepted accounting principles, and (ii) Tenant shall provide in its notice to Landlord the information required in Section 8.04. For the purpose hereof “control” shall mean ownership of not less than 50% of all the voting stock or legal and equitable interest in such corporation or entity. 8.04. If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice no later than thirty (30) days in advance of the proposed effective date of any other proposed assignment or sublease, specifying (a) the name, current address, and business of the proposed assignee or sublessee, (b) the amount and location of the space within the Premises proposed to be assignedso subleased, (c) the proposed effective date and duration of the assignment or subletting, (d) the proposed rent or consideration to be paid to Tenant by such assignee or sublessee, and (e) financial statements and other information as Landlord may reasonably request to evaluate the proposed assignment or sublease. For assignments and sublettings other than those permitted by Section 8.03, Landlord shall have ten (10) Business Days following receipt of such notice and other information requested by Landlord within which to notify Tenant in writing that Landlord elects: (i) to terminate this Lease as to the space so affected as of the proposed effective date set forth in Tenant’s notice, in which event Tenant shall be relieved of all further obligations hereunder as to such space, except for obligations under Articles 17 and 22 and all other provisions of this Lease which expressly survive the termination hereof, however Landlord shall only have the right to exercise such termination right if an assignment or sublease is for substantially all of the remaining Term; or (ii) permit Tenant to assign or sublet such space; provided, however, that, if the rent rate agreed upon between Tenant and its proposed subtenant is greater than the rent rate that Tenant must pay Landlord hereunder for that portion of the Premises, or if any consideration shall be promised to or received by Tenant in connection with such proposed assignment or sublease (in addition to rent), then fifty percent (50%) of such excess rent and other consideration shall be considered Additional Rent owed by Tenant to Landlord (less brokerage commissions, attorneys’ fees, reconfiguration costs, and other disbursements reasonably incurred by Tenant for such assignment and subletting); or (iii) to refuse to consent to Tenant’s assignment or subleasing of such space and to continue this Lease in full force and effect; provided, so long as no Event of Default has occurred and is outstanding, Landlord agrees not to unreasonably withhold its consent to a proposed assignment or subletting taking into consideration the demised premises factors described in Section 8.01 above. Tenant agrees to reimburse Landlord for legal fees and any other reasonable costs incurred by Landlord in connection with any permitted assignment or subletting, not to exceed an amount of $1,000.00 per assignment or subletting. Tenant shall deliver to Landlord copies of all documents executed in connection with any permitted assignment or subletting, which documents shall be in form and substance reasonably satisfactory to Landlord and which shall require any assignee to assume performance of all terms of this Lease to be performed by Tenant or any part thereof subtenant to comply with all the terms of this Lease to be underlet or occupied by anybody other than Tenant, Landlord may, after default performed by Tenant, collect rent . No acceptance by Landlord of any Rent or any other sum of money from the any assignee, undertenant sublessee or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection other category of transferee shall be deemed a waiver to constitute Landlord’s consent to any assignment, sublease, or transfer. 8.05. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Article 8 shall be void and shall constitute a material breach of this Lease. In no event, shall any assignment, subletting or transfer, whether or not with Landlord’s consent, relieve Tenant of its primary liability under this Lease for the entire Term, and Tenant shall in no way be released from the full and complete performance of all the terms hereof, the acceptance . If Landlord takes possession of the assigneePremises before the expiration of the Term of this Lease, undertenant or occupant as tenantLandlord shall have the right, at its option, to terminate all subleases, or a release to take over any sublease of the Premises or any portion thereof and such subtenant shall attorn to Landlord, as its landlord, under all the terms and obligations of such sublease occurring from and after such date, but excluding previous acts, omissions, negligence or defaults of Tenant from the further performance by Tenant and any repair or obligation in excess of available net insurance proceeds or condemnation award. 8.06. The term “Landlord,” as used in this Lease, so far as covenants or obligations on the part of Tenant herein containedLandlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Land or the Building. The consent by Landlord to an In the event of any transfer, assignment or underletting other conveyance or transfers of any such title or interest, Landlord herein named, and in case of any subsequent transfers, the then grantor shall not in be automatically freed and relieved from and after the date of such transfer, assignment or conveyance of all liability as respects the performance of any way be construed to relieve Tenant from obtaining covenants or obligations on the express consent in writing part of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof contained in this Lease thereafter to be used or occupied by othersperformed and, without Landlord's prior written consent in each instance. A modificationfurther agreement, amendment the transferee of such title or extension of a sublease interest shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, assumed and paying any other necessary sums, agreed to observe and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against perform any and all claimsobligations of Landlord hereunder, losses during its ownership of the Project; provided, however, the Landlord which is the then transferor of such title or liability resulting from interest shall continue to be responsible to Tenant for all acts or omissions as Landlord under this Lease during the period of such lien for brokerage services renderedentity’s ownership of the Project, subject to applicable statutes of limitations. Landlord may transfer its interest in the Project without the consent of Tenant and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms of this Lease.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 11.1. Tenant shall not assign, pledge, mortgage or otherwise transfer or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion part of its sublet space, or otherwise suffer the Demised Premises or permit the sublet space or any part thereof same to be occupied or used by anyone other than Tenant or occupied by others, its employees without Landlord's prior written consent, which consent in each instanceshall not be unreasonably withheld or delayed. A modificationIt will not be unreasonable for Landlord to withhold its consent if the reputation, amendment financial responsibility, or extension business of a sublease proposed assignee, subtenant or other occupant or user is unsatisfactory to Landlord, or if Landlord deems such business not to be consonant with that of other tenants in the Park, or if the intended use by the proposed assignee, subtenant or other occupant or user is not consistent with the operation of a first-class office building, or if the intended use by the proposed assignee, subtenant or other occupant or user conflicts with any commitment made by Landlord to any other tenant in the Park, or if the proposed rental rate is lower than the then current rate at which similar space in the Park is being offered by Landlord, or if the proposed agreement with the prospective subtenant or other occupant or user is for less than fifty percent (50%) of the Demised Premises. Landlord's acceptance of any name submitted by Tenant, an agent of Tenant, or anyone acting by, through or under Tenant for the purpose of being listed on the Building directory will not be deemed, nor will it substitute for, Landlord's consent, as required by this Lease, to any sublease, assignment, or other occupancy of the Demised Premises by anyone other than Tenant or Tenant's employees. 11.2. Tenant's request for consent to any sublet, assignment or other use or occupancy shall be deemed a subleasein writing and shall contain the name, address, and description of the business of the proposed assignee, subtenant or other occupant or user, its most recent financial statement and other evidence of financial responsibility, its intended use of the Demised Premises, and the terms and conditions of the proposed assignment, subletting or other use or occupancy. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten Within thirty (1030) days thereafterfrom receipt of such request, at Tenant's expense, by filing the bond required by law, Landlord shall either: (1) grant or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.refuse consent; or

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Lessee shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit sublet the demised premises or any part thereof thereof, not assign this Lease or any interest therein, nor permit any business to be used operated in or occupied from the premises by othersany person, without firm or corporation other than Lessee, without, in each case, first obtaining the prior written consent of Landlord in each instanceLessor, which consent shall not be unreasonably withheld. If Any attempt to assign this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by otherspremises, without LandlordLessor's prior written consent, shall be void and, at Lessor's option, shall constitute an event of default under this Lease. (b) Lessor may impose such reasonable conditions to its consent to any subletting or assignment as it may determine, and notwithstanding any consent to assignment or subletting, both Lessee and its guarantor, if any, will continue to be liable under this Lease with the same force and effect as though no assignment or sublease had been made. If Lessee requests Lessor to consent to any assignment or sublease, Lessee shall provide Lessor with the name, address, and a description of the business of the proposed assignee or subtenant and its most recent financial statement and such other evidence of financial responsibility as Lessor may request. (c) Consent by Lessor to any assignment or subletting shall be consent only as to that particular assignment and subletting, and not to any further assignment or subletting. In the event Lessor consents to any assignment, both Lessee and the assignee shall be primarily liable to Lessor hereunder. (d) In the event any such proposed assignment or sublease provides for, or Lessee otherwise receives, rent, additional rent, or other consideration in each instanceexcess of that provided for in this Lease, Lessee agrees that in the event Lessor grants its consent, Lessee shall pay Lessor the amount of such excess as it is received by, or becomes due to, Lessee. A modification, amendment or extension of a sublease Any violation hereof shall be deemed a sublease. if material breach of this Lease, as well as an event of default hereunder. (e) In the event of any lien is filed against the demised premises assignment or the building of which the same form a part for brokerage services claimed to have been performed for Tenantsubletting, whether or not actually performedconsented to by Lessor, any options to renew this Lease or expand the same premises shall be discharged by Tenant within ten terminate without further action. (10f) days thereafter, at TenantLessee shall submit any request for Lessor's expense, by filing consent to a sublease or assignment in writing together with a non-refundable fee of $300.00 to cover Lessor's consideration of the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedrequest.

Assignment and Subletting. (a) Except as otherwise expressly permitted in this Article 9, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, or encumber this LeaseSublease or any of its rights, nor underletinterests or estates hereunder or in the Premises, sublet the Premises or any part thereof, or suffer or permit the demised premises Premises, or any part thereof thereof, to be used used, occupied or occupied operated by othersothers for desk space, mailing privileges or any other purpose, or suffer or permit any of the other transactions or events described in this sentence by operation of law or otherwise, without the prior written consent of Landlord in each instance, which consent may be given or withheld by Landlord in its sole and absolute discretion, and if any of the foregoing transactions or events occur without Landlord’s consent (except in those instances where, pursuant to the express provisions of this Article, the transaction does not require Landlord’s consent or approval) same shall be null and void. If this Lease Sublease be assigned, or if the demised premises Premises or any part thereof be underlet sublet or occupied by anybody any person other than Tenant, Landlord may, after default by Tenant, may collect rent from the assignee, undertenant subtenant, or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underlettingsubletting, occupancy occupancy, or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant subtenant, or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The Landlord’s consent by Landlord to an assignment or underletting subletting shall not not, in any way wise, be construed to relieve Tenant from obtaining the Landlord’s express written consent in writing of Landlord to any further assignment or underlettingsubletting. In no event shall any permitted sublessee subtenant assign or encumber its sublease or sublease, further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space space, or any part thereof thereof, to be used used, occupied or occupied operated by others, except as otherwise expressly set forth in Section 9.16 hereof, and in no event shall any assignment instrument or sublease be amended, modified or terminated, without Landlord's ’s prior written consent in each instance. A modification, except that Landlord’s consent shall not be required for any amendment or extension modification of any assignment or sublease that is solely ministerial in nature or does not otherwise amend or modify the transaction in question in any material or substantive manner, provided that a sublease shall be deemed a sublease. if any lien copy of the ministerial and/or non-material and non-substantive amendment or modification is filed against the demised premises or the building of which the same form a part for brokerage services claimed given to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within Landlord no more than ten (10) days thereafterBusiness Days after the effective date thereof, at Tenant's expensewithout prejudice to Landlord’s right to claim that the amendment or modification in question amended or modified the transaction in a material or substantive manner. For the purposes of this Sublease, by filing the bond required by lawentering into of any management, operating agreement or any agreement in the nature thereof transferring control of the Premises (or any portion thereof), including the use, occupancy and/or disposition thereof, or otherwisecontrol of the operation or management of the business being conducted in the Premises or any portion thereof, to a person other than Tenant (or a permitted subtenant, as the case may be), or otherwise having substantially the same effect, including a so-called “take-over agreement” in respect of the Premises or Tenant’s interest therein or in this Sublease, shall not be permitted. For the purposes of clarification, retaining the services of an outside vendor or manager to manage specific departments or services of Tenant at the Premises, such as Tenant’s office services department or messengers, or, during the Renewal Term, if any, in accordance with, and paying any other necessary sumssubject to, the provisions of Section 2.12(b) hereof, a cafeteria in the RP Cafeteria Space, a fitness center in the FC Space and Tenant agrees a conference center in the CC Space (to indemnify Landlord the extent such portions of the Building are a part of the Renewal Premises and its agents and hold them harmless from and against any and all claimssuch amenities are being operated in such portions of the Renewal Premises) shall not be a violation of the preceding sentence. In addition, losses under no circumstances shall a partial assignment of Tenant’s interest in the Premises or liability resulting from in this Sublease be permitted. (b) As used in this Article, the word “control,” (including the derivations of the word “control,” such lien for brokerage services rendered.as “controlling” “controlled by” or “under common control with” or words of like import) shall mean: (i) ownership of more than

Assignment and Subletting. Tenant11.01 Except in connection with a Business Transfer (defined in Section 11.04), for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage sublease, transfer or encumber any interest in this LeaseLease or allow any third party to use any portion of the Premises (collectively or individually, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed if Landlord in each instancedoes not exercise its recapture rights under Section 11.02. If this Lease Without limitation, it is agreed that Landlord’s consent shall not be assigned, considered unreasonably withheld if the proposed transferee is a governmental entity or an occupant of the Building or if the demised premises proposed transferee, whether or not an occupant of the Building, is in discussions with Landlord regarding the leasing of space within the Building. If the entity(ies) which directly or indirectly controls the voting shares/rights of Tenant (other than through the ownership of voting securities listed on a recognized securities exchange) changes at any time, such change of ownership or control shall constitute a Transfer. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any part thereof be underlet similar or occupied by anybody other than Tenantsuccessor Laws, Landlord may, after default by Tenant, collect rent from the assignee, undertenant now or occupanthereafter in effect, and apply the net amount collected all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the rent herein reservedextent permitted under all applicable Laws, but no assignmenton behalf of the proposed transferee. Any Transfer in violation of this Section shall, underlettingat Landlord’s option, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance Default by Tenant of covenants on the part of Tenant herein contained. The consent as described in Section 18, and shall be voidable by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingLandlord. In no event shall any permitted sublessee assign Transfer, including a Business Transfer, release or encumber its relieve Tenant from any obligation under this Lease, and Tenant shall remain primarily liable for the performance of the tenant’s obligations under this Lease, as amended from time to time. 11.02 Tenant shall provide Landlord with financial statements for the proposed transferee (or, in the case of a change of ownership or control, for the proposed new controlling entity(ies)), a fully executed copy of the proposed assignment, sublease or further other Transfer documentation and such other information as Landlord may reasonably request. Within 15 Business Days after receipt of the required information and documentation, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (b) reasonably refuse to consent to the Transfer in writing; or (c) in the event of an assignment of this Lease or subletting of more than 20% of the Rentable Square Footage of the Premises for more than 50% of the remaining Term (excluding unexercised options), recapture the portion of the Premises that Tenant is proposing to Transfer. If Landlord exercises its right to recapture, this Lease shall automatically be amended (or terminated if the entire Premises is being assigned or sublet) to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer, although Landlord may require Tenant to execute a reasonable amendment or other document reflecting such reduction or termination. Tenant shall pay Landlord a review fee of $1,500.00 for Landlord’s review of any requested Transfer. 11.03 Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord’s share of the excess within 30 days after Tenant’s receipt of the excess. In determining the excess due Landlord, Tenant may deduct from the excess, on a straight line basis, all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer, including brokerage fees, legal fees, construction costs, and Landlord’s review fee. If Tenant is in Default, Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of Tenant’s share of payments received by Landlord. 11.04 Tenant may assign this Lease to a successor to Tenant by merger, consolidation or the purchase of substantially all of Tenant’s assets, or assign this Lease or sublet all or any a portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof Premises to be used or occupied by othersan Affiliate (defined below), without the consent of Landlord's prior , provided that all of the following conditions are satisfied (a “Business Transfer”): (a) Tenant must not be in Default; (b) Tenant must give Landlord written consent in notice at least 15 Business Days before such Transfer; and (c) if such Transfer will result from a merger or consolidation of Tenant with another entity, then the Credit Requirement (defined below) must be satisfied. Tenant’s notice to Landlord shall include information and documentation evidencing the Business Transfer and showing that each instanceof the above conditions has been satisfied. A modificationIf requested by Landlord, amendment Tenant’s successor shall sign and deliver to Landlord a commercially reasonable form of assumption agreement. “Affiliate” shall mean an entity controlled by, controlling or extension of a sublease under common control with Tenant. The “Credit Requirement” shall be deemed a sublease. if any lien satisfied if, as of the date immediately preceding the date of the Transfer, the financial strength of the entity with which Tenant is filed against the demised premises to merge or the building consolidate is not less than that of which the same form a part for brokerage services claimed to have been performed for Tenant, whether as determined (x) based on credit ratings of such entity and Tenant by both Moody’s and Standard & Poor’s (or by either such agency alone, if applicable ratings by the other agency do not actually performedexist), or (y) if such credit ratings do not exist, then in accordance with Moody’s KMV RiskCalc (i.e., the same shall be discharged on-line software tool offered by Tenant within ten (10Moody’s for analyzing credit risk) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, based on CFO-certified financial statements for such entity and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedcovering their last two fiscal years ending before the Transfer.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall (a) Sub-Subtenant may not assign, mortgage assign this Sub-Sublease or encumber this Lease, nor underlet, or suffer or permit the demised premises further sub-sublet all or any part thereof to be used or occupied by others, portion of the Premises without the prior written consent of Sub-Sublandlord, Sublandlord and Prime Landlord (in each instanceaccordance with the provisions of the Sublease and the Prime Lease). Said consent shall not be unreasonably withheld or delayed. In the event of any such assignment or sub-subletting, Sub-Subtenant shall remain liable for all liabilities of tenant and obligations required on its part to be performed under this Sub-Sublease. If this Lease be Sub-Sublease is assigned, or if the demised premises Premises or any part thereof be underlet are sub-sublet or occupied by anybody other than TenantSub- Subtenant, Landlord Sub-Sublandlord may, after default by TenantSub-Subtenant, collect rent from the assignee, undertenant sub-subtenant or occupant, and apply the net amount collected to the rent rental herein reservedreserved or otherwise required to be paid, but no such assignment, underlettingsub-subletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance of the assignee, undertenant sub-subtenant or occupant as tenant, or a release of Tenant Sub-Subtenant from the further performance by Tenant Sub-Subtenant of the covenants on the part of Tenant Sub-Subtenant herein contained. The consent by Landlord to . (b) If Sub-Subtenant is a corporation or a partnership, an assignment within the meaning of this Article shall include any one or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment more sales or underletting. In no event shall any permitted sublessee assign transfers, direct or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expenseindirect, by filing the bond required by law, operation of law or otherwise, and paying any other necessary sumsor the creation of a new stock or partnership interest, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimsby which a majority interest of capital stock or partnership interest, losses as the case may be, shall be vested in a party or liability resulting from such lien for brokerage services renderedparties who are non-stockholders or non-partners as of the date of execution of this Sub-Sublease. This Article shall not apply if Sub-Subtenant's capital stock or partnership interest, as the case may be, is listed on a recognized security exchange.

Assignment and Subletting. Tenant(a) Tenant shall not, for itselfvoluntarily, its heirsinvoluntarily, distributeesor by operation of law, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage sublease, transfer, mortgage, pledge or encumber this Lease or any interest therein except with Landlord’s prior written consent. Landlord’s consent to any assignment or sublease shall not be unreasonably withheld but shall not relieve Tenant of any liability under this Lease. Any attempted assignment, nor underletsublease, transfer or encumbrance of this Lease by Tenant in violation of the terms and covenants of this Section shall be void ab initio. Any consent by Landlord shall not be considered to be a consent to any other or further proposed assignment, sublease, transfer or encumbrance. If Tenant or Guarantor, if any, is a corporation, trust, limited liability company, partnership or entity, the conveyance, assignment, transfer or alienation of 51% or more of the corporate stock, membership interests, partnership interests or beneficial interest, as the case may be, or suffer the change in management or permit the demised premises controlling interest in Tenant or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection Guarantor shall be deemed an assignment for purposes of this Section unless such entity is a waiver reporting Company under the Securities Exchange Act of the provisions hereof1934. Tenant shall reimburse Landlord’s actual attorneys’ fees and expenses incurred in connection with Tenant’s assignment, the acceptance of the assigneesubletting, undertenant or occupant as tenanttransfer, or a release encumbrance of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. this Lease or any interest therein. (b) The Parties agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent by Landlord to an assignment or underletting sublease, it shall not be reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in any way be construed to relieve Tenant from obtaining the express consent in writing Building, or create an increased probability of the comfort and/or safety of Landlord to any further assignment and other tenants in the Building being compromised or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet spacereduced, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10ii) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.the

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 23.1 Tenant shall not assignvoluntarily or by operation of law (1) mortgage, mortgage pledge, hypothecate or encumber this LeaseLease or any interest herein, nor underlet(2) assign or transfer this Lease or any interest herein, or suffer or permit sublease the demised premises Premises or any part thereof thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to be used occupy or occupied by othersuse the Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, which consent shall not be withheld, conditioned or delayed unreasonably as set forth below in this Paragraph 23, provided that (i) Tenant is not then in Default under this Lease, and (ii) Tenant provides a fully completed Hazardous Materials Disclosure Certificate for such assignee or subtenant in the form of Exhibit G attached hereto. 23.2 When Tenant requests Landlord's consent to such assignment or subletting, it shall notify Landlord in each instance. If this Lease writing of the name and address of the proposed assignee or subtenant, the nature and character of the business of the proposed assignee or subtenant, and the proposed assignee’s or subtenant’s proposed use for the Premises, and shall provide current and prior annual financial statements for the preceding three (3) years for the proposed assignee or subtenant, which financial statements shall be assignedaudited, or if audited financial statements are unavailable, such statements shall be certified by the demised premises chief financial officer (or any part thereof be underlet other authorized company officer) of the proposed assignee or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupantsubtenant, and apply shall in any event be prepared in accordance with sound accounting principles consistently applied. Tenant shall also provide Landlord with a copy of the net amount collected to proposed sublease or assignment agreement, or, in the rent herein reservedcase of an assignment by operation of law, but no a copy of the proposed agreement that would effect the assignment, underlettingin all cases including all material terms and conditions thereof, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent and all other information reasonably requested by Landlord to concerning the proposed sublease or assignment and the parties involved therein. In the event of an assignment or underletting a sublease of more than fifty percent (50%) of the rentable square feet of the Premises in the aggregate, Landlord shall have the option, to be exercised within fifteen (15) business days of receipt of the foregoing, to (1) terminate this Lease as of the commencement date of the proposed sublease or assignment, (2) sublease or take an assignment, as the case may be, from Tenant of the portion of Tenant’s interest in this Lease and/or the Premises that Tenant proposes to assign or sublease, on the same terms and conditions as stated in the proposed agreement, (3) consent to the proposed assignment or sublease, or (4) refuse its consent to the proposed assignment or sublease, provided that (A) such consent shall not be unreasonably withheld so long as Tenant is not then in Default under this Lease nor is any way be construed event then occurring which, with the giving of notice or the passage of time, or both, would constitute a Default hereunder, and (B) in the case of a sublease, as a condition to relieve Tenant providing such consent, Landlord may require attornment from obtaining the express consent in writing of Landlord proposed subtenant on terms and conditions acceptable to any further assignment or underlettingLandlord. In no the event shall any permitted sublessee Landlord elects to terminate this Lease or sublease or take an assignment from Tenant of the interest, or portion thereof, in the Lease and/or the Premises that Tenant proposes to assign or encumber sublease as provided in the foregoing clauses (1) and (2), respectively, then Landlord shall have the additional right to negotiate directly with Tenant's proposed assignee or subtenant and to enter into a direct lease or occupancy agreement with such party on such terms as shall be acceptable to Landlord in its sublease sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for any compensation or further sublet all profit related to such lease or any occupancy agreement. If Landlord elects to terminate this Lease as to a portion of its sublet spacethe Premises as provided in this Paragraph 23.2, or otherwise suffer or permit the sublet space or any part thereof Tenant shall execute an amendment to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed this Lease to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant that effect within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sumsafter Landlord’s written request, and Tenant agrees shall be responsible for all demising and tenant improvement costs to indemnify effectuate the sublease. 23.3 Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be entitled to consider all commercially reasonable criteria including, but not limited to, the following: (1) whether or not the proposed subtenant or assignee is engaged in a business which, and the use of the Premises will be in a manner which, is in keeping with the then character and nature of all other tenancies in the Project, (2) whether the use to be made of the Premises by the proposed subtenant or assignee will conflict with any so- called "exclusive" use then in favor of any other tenant of the Building or the Project, and whether such use would be prohibited by this Lease, including any rules and regulations then in effect, or under applicable Laws, and whether such use imposes a greater load upon the Premises, the Building, and the Project services than imposed by Tenant, (3) the business reputation of the proposed individuals who will be managing and operating the business of the proposed assignee or subtenant, and the long-term financial and competitive business prospects of the proposed assignee or subtenant, (4) the creditworthiness and financial stability of the proposed assignee or subtenant. Landlord may withhold its agents consent to any assignment or sublease, if any one or more of the following circumstances apply: (i) the actual use proposed to be conducted in the Premises or portion thereof conflicts with the provisions of Paragraph 9(a) or (b) above or with any other lease which restricts the use to which any space in the Building or the Project may be put, (ii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and hold them harmless from egress, or does not comply with governmental safety and against other codes, (iii) the proposed sublessee or assignee is either a governmental or quasi-governmental agency or instrumentality thereof; (iv) the proposed sublessee or assignee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed sublessee or assignee, either (x) occupies space in the Project at the time of the request for Landlord’s consent, or (y) is negotiating with Landlord or has negotiated with Landlord to lease space in the Project during the six (6) month period immediately preceding the date Landlord receives Tenant’s request for consent, and in the event of either (x) or (y), Landlord has, or will soon have, comparable space in the Project available for lease to such proposed sublessee or assignee; and (v) if the proposed subtenant or assignee is a Prohibited Person, as defined in Paragraph 47, (5) the proposed sublessee or assignee conducts “freight forwarding”, “logistics” or any other use that results in truck usage greater than the Tenant’s approved use, and (6) whether the proposed sublessee or assignee uses Hazardous Materials that pose a greater risk to the Property in the reasonable opinion of the Landlord. 23.4 Tenant shall offer space for sublease at a starting base rental rate no lower than Landlord’s then ninety percent (90%) of the current highest asking base rental rate for other space in the Project which is then on the market for direct lease. If there is no space in the Project then currently on the market for direct lease, Tenant shall not advertise the space for sublease at a starting base rental rate lower than a rate which is ten percent (10%) less than the average of the starting rate for Landlord’s last two new leases and/or renewals in the Project, or if Landlord has not entered into two new leases and/or renewals within the immediately preceding six (6) month period, then Tenant shall offer the space for sublease at a starting base rental rate no lower than ninety percent (90%) of Landlord’s advertised rental rate for comparable space within the Building. 23.5 If Landlord approves an assignment or subletting as herein provided (excluding any Permitted Transfer), Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the excess, if any, of (1) the rent and any additional rent, and any other consideration payable by the assignee or sublessee to Tenant, less leasing commissions and all claimsother transaction costs, losses fees and concessions that are reasonable and customary for the local market in which the Premises are located, if any, incurred by Tenant in connection with such assignment or liability resulting from such lien for brokerage services rendered.sublease; minus

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it A. Tenant shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersnot, without the prior written consent of Landlord, which consent will not be unreasonably withheld, conditioned or delayed, (i) assign or in any manner transfer this Lease or any estate or interest therein, or (ii) permit any assignment of this Lease or any estate or interest therein by operation of law, or (iii) sublease the Premises or any part thereof, or (iv) grant any license, concession, or other right of occupancy of any portion of the Premises, or (v) permit the use of the Premises by any parties other than Tenant, its agents and employees (any of the events listed in subparts (i) through (v) in this sentence being referred to herein as a “Transfer”). For purposes hereof, the merger or consolidation of Tenant with or into any other corporation or other entity, a sale or other transfer of fifty percent (50%) or more of Tenant’s capital stock or other analogous ownership interest, or a sale or other transfer of fifty percent (50%) or more of Tenant’s assets shall be deemed an assignment of this Lease; provided, however, this sentence (i) is subject to the provisions of Paragraph 13.G below, and (ii) shall not apply to any transfer of voting stock which, as a result of such Transfer, will cause such voting stock to become traded on a nationally recognized securities exchange. Consent by Landlord in each instanceto one or more assignments or sublettings shall not operate as a waiver of Landlord’s rights as to any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant’s obligations under this Lease (whether or not such guarantor has notice of such assignment or subletting) 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 this Lease. If this Lease be assigned, or if any Event of Default should occur while the demised premises Premises or any part thereof be underlet are then assigned or occupied sublet, Landlord, in addition to any other remedies herein provided or provided by anybody other than Tenantlaw, Landlord may, after default by Tenant, may at its option collect rent directly from the assignee, undertenant such assignee or occupantsublessee all rents becoming due to Tenant under such assignment or sublease, and apply such rent (other than Transfer Profits [as defined below] which shall be retained by Landlord) against any sums due to Landlord by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublessee to make such payments of rent direct to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or sublessee shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant’s obligations hereunder from the net amount collected to further performance of its obligations hereunder or under any guaranty. Receipt by Landlord of rent from any assignee, sublessee or occupant of the rent herein reserved, but no assignment, underletting, occupancy or collection Premises shall not be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, covenant contained in this Lease against assignment and subletting or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedany obligation under this Lease. The consent receipt by Landlord to an any such assignee or sublessee obligated to make payments of rent shall be a full and complete release, discharge, and acquittance to such assignee or sublessee to the extent of any such amount of rent so paid to Landlord. Landlord is authorized and empowered, on behalf of Tenant, to endorse the name of Tenant upon any check, draft, or other instrument payable to Tenant evidencing payment of rent, or any part thereof, and to receive and apply the proceeds therefrom in accordance with the terms hereof. Tenant shall not mortgage, pledge, or otherwise encumber its interest in this Lease or in the Premises. Any attempted assignment or underletting sublease by Tenant in violation of the terms and covenants of this Paragraph 13 shall not be void and constitute an Event of Default. B. Without limiting in any way Landlord’s right to withhold its consent on any reasonable grounds, it is agreed that Landlord will not be construed acting unreasonably in refusing to relieve consent to a Transfer if, in Landlord’s opinion, (A) the proposed Transfer involves a change of use of the Premises from that specified herein, (B) the business, activities and/or reputation of the Proposed Transferee (as defined in subparagraph 13.C below) (or its principals, employees or invitees) in the community is not acceptable to Landlord, (C) the Proposed Transferee is not, in Landlord’s reasonable opinion, sufficiently creditworthy (for the purposes of this Lease, Landlord shall be conclusively deemed to have reasonably exercised its discretion to withhold its consent to a Transfer to a person or entity that does not have a financial condition comparable to that of Tenant from obtaining as of the express consent date hereof), (D) a Mortgagee (as defined in writing of Landlord to any further subparagraph 14.A below) or ground lessor does not approve such assignment or underletting. In sublease after being requested to approve the same if such approval is, in fact, required by the applicable Security Instrument or Ground Lease, or (E) in the case of a subletting, the subletting shall not be expressly subject to all of the provisions of this Lease and the obligations of Tenant hereunder (other than Tenant’s obligation to pay rent and any other obligations under this Lease that are in no event way applicable to the proposed subleased premises) and shall not further provide that if Landlord shall recover or come into possession of the Premises before the expiration of this Lease, Landlord shall have the right, but not any permitted sublessee assign or encumber obligation, to take over the sublease and to have it become a direct lease with Landlord, in which case Landlord shall succeed to all of the rights of Tenant, as sublessor, thereunder and that in such case subtenant shall be bound to Landlord for the balance of the term of the sublease and shall attorn to and recognize Landlord as its landlord under the sublease under all of the then executory terms of the sublease, except that (y) the rental obligations of such subtenant shall be, at Landlord’s election, either the obligations set forth in its sublease or further the obligations of Tenant under this Lease with respect to the portion(s) of the Premises sublet all to such subtenant, and (z) Landlord will not (i) be liable for any previous acts or omissions of Tenant, as sublessor, (ii) be subject to any portion claims of the subtenant not expressly set forth in the sublease, (iii) be bound by any modification of the sublease for which Landlord shall have not consented to in writing or by any prepayment of more than one (1) month’s rent, (iv) be bound to return such sublessee’s security deposit, if any, and/or (v) be obligated to perform any repairs or other work beyond Landlord’s obligations under this Lease. Tenant acknowledges and agrees (again without in any way limiting Landlord’s right to withhold its sublet spaceconsent on reasonable grounds) that Landlord may also withhold its consent to a Transfer based on any one or more of the following: (1) Tenant’s failure to satisfy its obligations in this Paragraph 13; (2) at the time thereof an Event of Default has occurred and is continuing or an event has occurred and is continuing which with the giving of notice or the passage of time, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by othersboth, without Landlord's prior written consent in each instance. A modification, amendment or extension would constitute an Event of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.Default;

Assignment and Subletting. Tenant, 12.1 Tenant for itself, its heirs, distributees, executorssuccessors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assigndirectly or indirectly by operation of law, mortgage merger, consolidation, reorganization, dissolution, change of majority ownership of Tenant, or otherwise, assign (which for purposes of this Lease, shall include any such merger, consolidation, reorganization, dissolution or change of ownership of Tenant), mortgage, or encumber this Lease, nor underletor any part thereof, or suffer or permit the demised premises or any part thereof Premises to be used or occupied by others, others without the prior written consent of Landlord in each instance. If Any attempt to do so by the Tenant shall be void. Notwithstanding anything in this Lease to the contrary, the Landlord's prior consent shall not be assignedrequired if such merger, consolidation or if the demised premises reorganization is with Tenant's parent or any part thereof be underlet subsidiary or occupied by anybody other a company affiliated with Tenant so long as Landlord has received evidence that such parent, subsidiary or affiliate has a net worth that is equal to or greater than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver worth of Tenant as of the provisions hereofdate of execution of this Lease, the acceptance provided, however, that Tenant shall give Landlord prior written notice not less than ten (10) days prior to such a merger and provide copies of the assigneecertificate of merger, undertenant certificate of consolidation or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedsuch similar document confirming same within twenty (20) days thereafter. The consent by Landlord to an assignment any assignment, mortgage, encumbrance, subletting, or underletting use of the Premises by others shall not in any way be construed constitute a waiver of Landlord's right to relieve Tenant from obtaining the express withhold its consent in writing of Landlord to any further assignment other assignment, mortgage, encumbrance, subletting or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion use of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied Premises by others, without Landlord's . Without the prior written consent of Landlord, this Lease and the interest of Tenant therein or any assignee of Tenant therein, shall not pass by operation of law, and shall not be subject to garnishment or sale under execution in each instance. A modification, amendment any suit or extension of a sublease shall proceeding which may be deemed a sublease. if any lien is filed brought against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at or any assignee of Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it A. Tenant shall not assignhave the right to assign or pledge this Lease or to sublet the whole or any part of the Premises, mortgage whether voluntarily or encumber this Leaseby operation of law, nor underlet, or suffer or permit the demised premises use or any part thereof to be used or occupied occupancy of the Premises by othersanyone other than Tenant, without the prior written consent of Landlord, which consent shall be based upon Landlord's reasonable subjective consent. Such restrictions shall be binding upon any assignee or subtenant to which Landlord in each instancehas consented. If this Lease be assignedIn the event Tenant desires to sublet the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least thirty (30) days prior to the proposed commencement date of such subletting or assignment for the purpose of obtaining Landlord's written consent, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Landlord shall respond to Tenant's request within ten (10) business days of its receipt of same. Failure of Landlord to respond within such time shall be deemed a denial of consent. Notwithstanding any permitted assignment or subletting or other conduct of Landlord, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an Event of Default, as hereinafter defined, if the demised premises Premises or any part thereof be underlet are then assigned or occupied sublet, Landlord, in addition to any other remedies herein provided, or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant from the further performance of Tenant's obligations hereunder. B. In addition to, but not in limitation of, Landlord's right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within thirty (30) days following Landlord's receipt of Tenant's written notice as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this paragraph, the term of this Lease shall end on the date stated in Tenant's notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the term hereof; provided, however, that effective on such date Tenant shall pay Landlord all amounts, as estimated by Landlord, payable by Tenant to said expiration date, with respect to taxes, insurance, repairs, maintenance, restoration and other obligations, costs or charges which are the responsibility of covenants Tenant hereunder. Further, upon any such cancellation, Landlord and Tenant shall have no further obligations or liabilities to each other under this Lease, except with respect to obligations or liabilities which accrued hereunder as of such cancellation date (in the same manner as if such cancellation date were the date originally fixed in this Lease for the expiration of the term hereof). If Landlord recaptures under this paragraph only a portion of the Premises, the rent during the unexpired term hereof shall ▇▇▇▇▇ proportionately based on the part rent per square foot contained in this Lease as of Tenant herein contained. The consent by Landlord the date immediately prior to such recapture. C. For purposes of this Lease, an assignment of this Lease by Tenant (or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing either of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease them) shall be deemed to include the following, whether accomplished directly or indirectly: (a) if Tenant is a sublease. if any lien is filed against partnership, the demised premises withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, in the aggregate on a cumulative basis, or the building dissolution of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwisepartnership, and paying any (b) if Tenant is a corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), the: (i) dissolution, merger, consolidation or other necessary sums, and reorganization of Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered(ii) sale or other transfer of more than a cumulative aggregate of 49% of the voting shares of Tenant.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it A. Tenant shall not assignhave the right to assign or pledge this Lease or to sublet the whole or any part of the Premises, mortgage whether voluntarily or encumber this Leaseby operation of law, nor underlet, or suffer or permit the demised premises use or any part thereof to be used or occupied occupancy of the Premises by othersanyone other than Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, and such restrictions shall be binding upon any assignee or subtenant to which Landlord in each instancehas consented. If this Lease be assignedIn the event Tenant desires to sublet the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Premises if the demised premises rent is determined in whole or in part based upon the income or profits derived by the sublessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Premises or any part thereof be underlet are then assigned or occupied sublet, Landlord, in addition to any other remedies herein provided or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord only where consent is granted by Landlord. B. Intentionally left blank C. In addition to, but not in limitation of, Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within thirty (30) days following Landlord’s receipt of covenants Tenant’s written notice and accompanying information as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this Paragraph, the Term shall end on the part date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Paragraph only a portion of the Premises, the rent during the unexpired Term shall ▇▇▇▇▇ proportionately. Tenant herein contained. The consent by Landlord to an shall, at Tenant’s own cost and expense, discharge in full any outstanding commission which may be due and owing as a result of any proposed assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenantsubletting, whether or not actually performedthe Premises are recaptured pursuant hereto and rented by Landlord to the proposed tenant or any other tenant. In the event of the recapture of a portion of the Premises by Landlord pursuant to the terms of this Paragraph, Tenant shall pay all costs associated with the separation of the recaptured premises from the portion not recaptured, including, but without limitation, the same cost of all demising partitions, changes in lighting and HVAC Systems and all reasonable architectural and/or engineering fees. D. In the event that Tenant sublets, assigns or otherwise transfers its interest in this Lease and at any time receives Excess Rent, Tenant shall be discharged pay to Landlord one hundred percent (100%) of the Excess Rent (less leasing costs) as received by Tenant. Tenant within ten (10) days thereaftershall furnish Landlord with a sworn statement, at Tenant's expensecertified by an officer of Tenant or an independent certified public accountant, by filing setting forth in detail the bond required by lawcomputation of Excess Rent, and Landlord, or otherwiseits representatives, shall have access to the books, records and paying any other necessary sums, and papers of Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.in relation thereto,

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall A. Tenant will not in any way assign, mortgage or otherwise encumber this Lease, in whole or in part, nor underletsublet any or all of the Leased Premises (herein sometimes collectively referred to as “Transfer”) without the prior written consent of Land- lord in each instance; provided that Landlord shall not unreasonably withhold its consent to Tenant's proposed sublease of the Leased Premises (and such standard of reasonableness shall apply only in the event of a proposed subletting of the Leased Premises by Tenant). Any attempted Transfer, assignment, subletting, li- cense or suffer hypothecation of this Lease or permit the demised premises Leased Premises or any part thereof to be used or occupied by othersthereof, without the prior written consent of the Landlord, shall constitute a default hereun- der and shall be void and confer no rights upon any third party. The consent by Landlord in each instanceto any assignment or subletting shall not constitute a waiver of the neces- sity for such consent to any subsequent assignment or subletting. This prohibition against any assignment or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. B. If this Lease be assigned, or if the demised premises Leased Premises or any part thereof be underlet is sublet or occupied by anybody anyone other than Tenant with Landlord's consent, Landlord shall continue to collect from Ten- ant the rent specified in the Section entitled “Rental” hereof; provided, however, if Tenant defaults in the payment of rent, and such default remains uncorrected more than five (5) days after Landlord serves notice of such default upon Tenant, Landlord mayLand- lord at its option, after default by Tenant, may collect rent directly from the assignee, undertenant subtenant or occupant, occupant and apply the net amount collected to the rent herein reserved. No such collection of rent from an assignee, but no assignment, underletting, occupancy subtenant or collection occupant shall be deemed a waiver of the provisions hereof, provision or the acceptance of the assignee, undertenant subtenant, or occupant as tenant, or a release of Tenant from the any further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment Notwithstanding any assignment, sublease, or underletting Transfer both Tenant and any guarantor of this Lease shall remain fully liable under this Lease, and shall not in be released from performing any way be construed to relieve Tenant from obtaining of the express consent terms, covenants and conditions of this Lease, unless and until the terms of this Lease are assumed in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without an assignee and approved in writing by Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. Section 14.1 Except as expressly provided in this Article 14, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, pledge, encumber, or encumber otherwise transfer this Lease, nor sublet (nor underlet), or suffer or nor suffer, nor permit the demised premises Premises or any part thereof to be used or occupied by othersothers (whether for desk space, mailing privileges or otherwise), without the prior written consent of Landlord in each instance, which consent may be withheld in Landlord’s sole and absolute discretion. If this Lease be is assigned, or if the demised premises Premises or any part thereof be underlet are sublet or occupied by anybody other than Tenant, or if this Lease or the Premises are encumbered (whether by operation of law or otherwise) without Landlord’s consent, then Landlord may, after default by Tenant, collect rent from the assignee, undertenant subtenant or occupant, and apply the net amount collected to the rent herein reservedFixed Rent and Additional Rent, but no assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, undertenant subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant of covenants on the part of its obligations under this Lease, and Tenant herein containedshall remain fully liable therefor. The consent by Landlord to an any assignment or underletting subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord Landlord, to the extent required hereunder, to any further assignment or underlettingsubletting. In Except as otherwise expressly provided herein, in no event shall any permitted sublessee subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's ’s prior written consent in each instance, which consent, will not be unreasonably withheld, subject to the provisions of Section 14.6. A modificationAny assignment, amendment sublease, mortgage, pledge, encumbrance or extension transfer in contravention of the provisions of this Article 14 shall be void. Section 14.2 If Tenant intends to assign this Lease or sublet all or part of the Premises, Tenant shall give notice (a “Tenant’s Notice”) thereof to Landlord, setting forth: (a) as to an assignment of this Lease, the date Tenant desires the assignment to be effective and any consideration Tenant would receive for such assignment, (b) as to a sublease of all or a part of the Premises (i) the proposed commencement date (which shall be not less than thirty (30) nor more than one hundred and eighty (180) days after the giving of Tenant’s Notice) and expiration date of the sublease, (ii) the rental rate and other material business terms on which Tenant would sublease such premises, and (iii) a description of the Premises showing the portion to be sublet, (c) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (d) current financial information with respect to the proposed assignee or subtenant, including its most recent financial report, and (e) a true and complete copy of a sublease term sheet or summary of terms (which need not be legally binding) agreed to by Tenant and the proposed assignee or subtenant with respect to the proposed assignment or sublease, and any other agreements relating thereto. Tenant’s Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its option, (A) sublease such space (the “Leaseback Space”) from Tenant as provided in Section 14.4, or (B) if the proposed transaction is (1) an assignment of this Lease, or (2) a subleasesubletting of eighty percent (80%) or more of the Premises Area for all or substantially all of the remaining Term, terminate this Lease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed The foregoing options may be exercised by Landlord by notice given to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten thirty (1030) days thereafter, at after delivery of Tenant's expense, by filing the bond required by law, or otherwise’s Notice to Landlord, and paying during such thirty-day period, Tenant shall not assign this Lease nor sublet such space to any Person other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedthan Landlord.

Assignment and Subletting. TenantA. Without the prior written consent of Landlord, for itselfTenant shall have no power to and shall not, its heirseither voluntarily or involuntarily, distributeesby operation of law or otherwise, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Leasesell, nor underletpledge, encumber, mortgage, license, transfer, or suffer otherwise convey (together, “assign” or permit “assignment,” and any person or entity to whom an assignment is made being an “assignee”) this Lease or any rights or obligations of Tenant hereunder, or sublet the demised premises whole or any part thereof to be used of the Premises. Any such assignment or occupied by othersany subletting, without the prior written consent of Landlord, shall be null and void and may be deemed by Landlord (in Landlord’s sole discretion) an event of default under Paragraph 23 (Default by Tenant) of this Lease. Any assignment or subletting shall be expressly subject to all the terms and provisions of this Lease, including the provisions of Paragraph 5 pertaining to the use of the Premises. In the event of any Landlord-approved assignment or subletting, Tenant shall not assign this Lease or sublet the Premises without first obtaining a written agreement from each such assignee or sublessee whereby each such assignee or sublessee agrees to be bound by the terms and provisions of this Hangar Lease. No such assignment or subletting shall constitute a novation. In the event of the occurrence of an event of default while the Premises are assigned or sublet, Landlord, in addition to any other remedies provided herein or by Law, may, at Landlord’s option, collect directly from such assignee or subtenant all rents becoming due under such assignment or subletting and apply such rent against any sums due to Landlord hereunder. No direct collection by Landlord from any such assignee or subtenant shall release Tenant from the payment or performance of ▇▇▇▇▇▇’s obligations hereunder. ▇▇▇▇▇▇▇▇'s consent to any assignment or subletting will not waive its rights or remedies, and it will not stop Landlord from exercising its rights or remedies, with respect to any other actual or proposed assignment or subletting, and Landlord's consent to any assignment or subletting will not relieve Tenant or any guarantor of Tenant hereunder of any liability to Landlord under this Lease or otherwise. B. Notwithstanding the foregoing, Landlord hereby acknowledges and consents to Tenant’s subletting of the Premises for the purpose of renting hangar space for aircraft storage only, provided that each sublease is 1) made available for Landlord’s review and inspection during ▇▇▇▇▇▇'s normal business hours upon ▇▇▇▇▇▇▇▇’s written request, and 2) evidenced by written agreement, signed and executed by ▇▇▇▇▇▇ and the subtenant, and has incorporated therein and fairly states that: 1. each subtenant agrees to be bound by the terms and provisions of this Hangar Lease, including the provisions of Paragraph 5 pertaining to the use of the Premises. In the event of any conflict between the terms of this Hangar Lease and the terms of the sublease, the terms of the Hangar Lease shall control; 2. no such subletting shall constitute a novation. 3. in the event of occurrence of an event of default while the Premises are sublet, Landlord, in addition to any other rights or remedies provided herein or by Law, in equity, or otherwise, may, at Landlord’s option, collect directly from such subtenant all rents becoming due under such subletting and apply such rent against any sums due to Landlord under this Lease; 4. subtenant shall be obligated to obtain ▇▇▇▇▇▇▇▇’s consent to any action as to which Tenant is obligated to obtain such consent under this Hangar Lease; 5. any such sublease is to automatically terminate upon termination of this Hangar Lease notwithstanding any other provision of the sublease to the contrary; 6. Landlord shall have no responsibility or obligation for the performance by subtenant of its obligations under the sublease; and 7. neither this consent, the exercise by Landlord of its rights and/or remedies hereunder, nor the sublease or any other instrument shall give subtenant any rights, directly or indirectly, against Landlord or create or impose any obligation, duty, responsibility, or liability of Landlord in each instancefavor of or for the benefit of subtenant. If Further, ▇▇▇▇▇▇ agrees that in no way does any sublease release Tenant from any of its covenants, agreements, liabilities and duties under this Lease be assigned, or if Hangar Lease; that this consent does not constitute approval by Landlord of the demised premises or terms of any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent such sublease; that nothing herein reserved, but no assignment, underletting, occupancy or collection contained shall be deemed a waiver or release of any of the provisions hereofLandlord’s rights under this Hangar Lease; that Tenant shall remain fully liable for the performance of each and every term, provision, covenant, duty and obligation of the Tenant under this Hangar Lease including, without limitation, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord duty to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against make any and all claimspayments of Rent. Any violation of any terms and conditions of this Hangar Lease by a subtenant will constitute a default by Tenant under this Hangar Lease. Upon Landlord's written request, losses Tenant shall provide to Landlord the names and addresses of any subtenants, and the make, model, aircraft type and “N” number of any aircraft stored or liability resulting from such lien for brokerage services renderedlocated on or in the Premises by Tenant or any subtenant.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign9.1 In no event may Tenant encumber, mortgage or encumber otherwise pledge this LeaseLease or Tenant's interest in the Building or the Premises as security for any debt of Tenant. In addition, nor underletexcept as to a Permitted Transfer (as defined below), Tenant shall not assign this Lease or sublet the whole or any part of the Building or the Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Building or the Premises by anyone other than Tenant, and shall not make, suffer or permit the demised premises such assignment, subleasing or any part thereof to be used or occupied by others, occupancy without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Building or the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Building or the Premises, or any portion thereof, or assign this Lease, whether as a Permitted Transfer or otherwise, Tenant shall give written notice thereof to Landlord at least thirty (30) days but no more than one hundred twenty (120) days prior to the proposed commencement date of such subletting or assignment, or at least ten (10) days prior thereof in each instance. If the case of a Permitted Transfer, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in this Lease be assignedand for compliance with all of its other obligations under the terms, or provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the demised premises Building, the Premises or any part thereof be underlet of them are then assigned or occupied sublet, Landlord, in addition to any other remedies provided in this Lease or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant under this Lease, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant novation or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on Tenant’s obligations under this Lease. 9.3 In addition to Landlord’s right to approve of any subtenant or assignee (other than pursuant to a Permitted Transfer), Landlord shall have the part option, in its sole discretion, in the event of Tenant herein containedany proposed subletting or assignment that is not a Permitted Transfer, to terminate this Lease, or in the case of a proposed subletting of less than the entire Building that is not a Permitted Transfer, to recapture the portion of the Building to be sublet, as of the date the subletting or assignment is to be effective. The consent option shall be exercised, if at all, by written notice given by Landlord to an Tenant within thirty (30) days following Landlord’s receipt of Tenant’s written notice as required above. However, if Tenant notifies Landlord, within five (5) business days after receipt of Landlord’s termination notice, that Tenant is rescinding its proposed assignment or underletting sublease, the termination notice shall not be void and the Lease shall continue in full force and effect. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, because of a subletting of the entire Building, then the Term of this Lease shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Building, the rent to be paid from time to time during the unexpired Term shall ▇▇▇▇▇ proportionately based on the proportion by which the approximate square footage of the remaining portion of the Building shall be less than that of the Building as of the date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any way outstanding commission obligation which may be construed to relieve Tenant from obtaining the express consent in writing due and owing as a result of Landlord to any further proposed assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenantsubletting, whether or not actually performedthe Building and/or Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant. 9.4 In the event that Tenant sells, sublets, assigns or transfers this Lease in a transaction that is not a Permitted Transfer, Tenant shall pay to Landlord, as additional rent an amount equal to fifty percent (50%) of any Increased Rent (as defined below), less the Costs Component (as defined below), when and as such Increased Rent is received by Tenant. As used in this Section, "Increased Rent" shall mean the excess of (i) all rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such time. For purposes of the foregoing, any consideration received by Tenant in form other than cash shall be valued at its fair market value as determined by Landlord in good faith. The "Costs Component" is that amount which, if paid monthly, would fully amortize on a straight-line basis, over the entire period for which Tenant is to receive Increased Rent, the same shall be discharged reasonable costs incurred by Tenant within ten (10) days thereafterfor leasing commissions and tenant improvements in connection with such sublease, at Tenant's expense, by filing the bond required by law, assignment or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedtransfer.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Lessee shall not assign, mortgage or encumber assign this Lease, nor underletlease, or suffer or permit any interest therein, and shall not sublet the demised premises or any part thereof thereof, or any right of privilege appurtenant thereto, or permit any other person (the agents and servants of Lessee excepted) to occupy or use the demised premises, or any portion thereof, without first obtaining the written consent of Lessor, which consent shall not unreasonably be withheld and provided, however, that Lessee shall be entitled to assign or sublet the premises to a subsidiary, or other banking/financial institution as hereinafter set forth. Consent by Lessor to one assignment, subletting, occupation or use by another person shall not be deemed to be used a consent to any subsequent assignment, subletting, occupation or occupied use by othersanother person. Any assignment or subletting without the prior written consent of Lessor shall be void, and shall, at the option of Lessor terminate this lease. Neither this lease nor any interest therein shall be assignable, as to the interest of Lessee, by operation of law, without the prior written consent of Landlord in each instanceLessor. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection Lessor shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The not unreasonably withhold consent by Landlord to an assignment or underletting sublease. Lessee shall not be entitled to sublet, assign, and/or transfer this Lease, without Lessor’s prior consent, to a parent corporation, subsidiary, affiliated firm or entity or the surviving corporation in any way the event of a merger, reorganization or sale of assets reorganization to which Lessee shall be construed to relieve Tenant a party; provided, however, that such parent corporation, subsidiary, affiliated firm or entity or the surviving corporation shall conduct the same business from obtaining the express consent subject premises and shall in writing expressly assume all of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion the provisions, convenants, and conditions of its sublet space, or otherwise suffer or permit this Lease on the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually kept and performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants Tenant agrees that it shall not assign, mortgage sublet, mortgage, hypothecate, or encumber this Lease, nor underlet, permit or suffer or permit allow the demised premises Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instanceinstance which shall not unreasonably be withheld or delayed. The actions described in the foregoing sentence are referred to collectively herein as "Transfers." If this Lease be assigned, or if the demised premises Premises or any part thereof be underlet sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant subtenant or occupant, occupant and apply the net amount collected to the rent Rent herein reserved, ; but no assignmentTransfer, underlettingoccupancy, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant subtenant or occupant as tenant, or a release of Tenant from the further performance hereunder by Tenant of covenants on the part of Tenant herein containedTenant. The consent by Landlord to an assignment or underletting a Transfer shall not in any way be construed to relieve Tenant from obtaining the Landlord's express written consent in writing of Landlord to any further assignment or underlettingTransfer. In no event shall any permitted sublessee subleasee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instanceinstance which shall not be unreasonably withheld or delayed. A modificationNotwithstanding anything to the contrary herein, amendment Tenant shall have a one-time right to assign the entire Premises to a company in which Tenant is a majority shareholder or extension to the Roda Group Development Company, LLC, a Delaware limited liability company, without Landlord's prior consent, provided that Tenant shall provide to Landlord concurrently with such assignment reasonably satisfactory evidence of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10i) days thereafter, at Tenant's expense, by filing majority ownership of assignee and (ii) a financial strength on the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees part of such assignee which is at least equal to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedthat of Tenant.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assignvoluntarily or by operation of law, mortgage (1) mortgage, pledge, hypothecate or encumber this LeaseLease or any interest herein, nor underlet(2) assign or transfer this Lease or any interest herein, or suffer or permit sublease the demised premises Premises or any part thereof thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to be used occupy or occupied by othersuse the Premises, or any portion thereof, without first obtaining the prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld, conditioned or delayed as set forth below in each instance. If this Section 23, provided that (i) Tenant is not then in Default under this Lease be assignednor is any event then occurring which with the giving of notice or the passage of time, or if both, would constitute a Default hereunder, and (ii) Tenant has not previously assigned or transferred this Lease or any interest herein or subleased the demised premises Premises or any part thereof be underlet thereof. A transfer of greater than a fifty percent (50%) interest (whether stock, partnership interest, membership interest or occupied by anybody other than otherwise) of Tenant, either in one (1) transaction or a series of transactions shall be deemed to be an assignment under this Lease. When Tenant requests Landlord's consent to such assignment or subletting, it shall notify Landlord mayin writing of the name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide current and prior financial statements for the proposed assignee or subtenant, after default which financial statements shall be audited to the extent available and shall in any event be prepared in accordance with generally accepted accounting principles ("TRANSFER NOTICE"). Tenant shall also provide Landlord with a copy of the proposed sublease or assignment agreement, including all material terms and conditions thereof. Landlord shall have the option, to be exercised within thirty (30) days of receipt of the foregoing, to (1) terminate this Lease as of the commencement date stated in the proposed sublease or assignment, (2) sublease or take an assignment, as the case may be, from Tenant of the interest, or any portion thereof, in this Lease and/or the Premises that Tenant proposes to assign or sublease, on the same terms and conditions as stated in the proposed sublet or assignment agreement, (3) consent to the proposed assignment or sublease, or (4) refuse its consent to the proposed assignment or sublease, providing that such consent shall not be unreasonably withheld so long as Tenant is not then in Default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, or both, would constitute a Default hereunder. In the event Landlord elects to terminate this Lease or sublease or take an assignment from Tenant of the interest, or portion thereof, in the Lease and/or the Premises that Tenant proposes to assign or sublease as provided in the foregoing clauses (1) and (2), respectively, then Landlord shall have the additional right to negotiate directly with Tenant's proposed assignee or subtenant and to enter into a direct lease or occupancy agreement with such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for any compensation or profit related to such lease or occupancy agreement. (b) Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be entitled to consider all reasonable criteria including, but not limited to, the following: (1) whether or not the proposed subtenant or assignee is engaged in a business which, and the use of the Premises will be in an manner which is in keeping with the then character and nature of all other tenancies in the Project, (2) whether the use to be made of the Premises by the proposed subtenant or assignee will conflict with any so-called "exclusive" use then in favor of any other tenant of the Building or the Project, and whether such use would be prohibited by any other portion of this Lease, including, but not limited to, any rules and regulations then in effect, or under applicable Laws, and whether such use imposes a greater load upon the Premises and the Building and Project services then imposed by Tenant, collect rent from (3) the business reputation of the proposed individuals who will be managing and operating the business operations of the assignee or subtenant, and the long-term financial and competitive business prospects of the proposed assignee or subtenant, and (4) the creditworthiness and financial stability of the proposed assignee or subtenant in light of the responsibilities involved. In any event, Landlord may withhold its consent to any assignment or sublease, if (i) the actual use proposed to be conducted in the Premises or portion thereof conflicts with the provisions of Paragraph 9(a) or (b) above or with any other lease which restricts the use to which any space in the Building or the Project may be put, (ii) omitted, (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with governmental safety and other codes, (iv) the proposed sublessee or assignee is either a governmental agency or instrumentality thereof; (v) the proposed sublessee or assignee, undertenant or occupantany person or entity which directly or indirectly, and apply controls, is controlled by, or is under common control with, the net amount collected to proposed sublessee or assignee, either (x) occupies space in the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver Project at the time of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenantrequest for consent, or a release of Tenant from (y) is negotiating with Landlord or has negotiated with Landlord during the further performance by Tenant of covenants on four (4) month period immediately preceding the part of Tenant herein contained. The consent by date Landlord receives Tenant's request for consent, to lease space in the Project. (c) If Landlord approves an assignment or underletting subletting as herein provided, Tenant shall not pay to Landlord, as Additional Rent, fifty percent (50%) of the excess, if any, of (1) the rent and any additional rent payable by the assignee or sublessee to Tenant, less reasonable and customary market-based leasing commissions, tenant improvement costs, marketing expenses, and legal fees if any, incurred by Tenant in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further connection with such assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.; minus

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Lessee shall not assign, mortgage assign this Lease or encumber this Lease, nor underletany interest herein, or suffer or permit underlet the demised premises Premises or any part thereof to be used or occupied by othersthereof, without the prior written consent of Landlord Lessor, except to (a) an affiliate or affiliates of Lessee (I.E., a partnership in each instance. If this Lease be assignedwhich Lessee is a general partner, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenantjoint venture in which Lessee is a joint venturer, or a release limited liability company in which Lessee is a member) or (b) a winery in connection with a direct lease pursuant to the provisions of Tenant from Paragraph 1 above; and neither this Lease, nor any interest herein of Lessee, shall be assignable in proceedings by or against Lessee in bankruptcy, or in insolvency, or in any other manner by operation of law; provided, that Lessor's consent shall not be unreasonably withheld; provided further, that Lessor's consent shall not be required in connection with the further performance transfer of this Lease to any lender who has provided financing under the provisions of Paragraph 18 or Paragraph 19 above and who holds a security interest in the leasehold estate of Lessee, in a foreclosure or other like proceedings instituted by Tenant the lender under the terms of covenants on the part of Tenant herein contained. The consent any such security instrument, or by Landlord to an assignment or underletting shall not other conveyance given in any way be construed to relieve Tenant from obtaining lieu of foreclosure. No assignment under the express consent in writing provisions of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease this paragraph shall be deemed effective, however, until (i) the assignee has given written notice of such assignment to Lessor, stating the name and address of the assignee and the date of transfer, accompanied by a sublease. if any lien is filed against copy of the demised premises assignment and the written agreement of the assignee expressly assuming and agreeing to keep and perform all of the obligations of Lessee under this Lease or (ii) the building provisions of which the same form a part for brokerage services claimed to Paragraph 1 above shall have been performed satisfied for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees a direct lease to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendereda winery.