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. 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. 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 A. Lessee shall not have the right to sublet all or part of the Premises or to assign, mortgage transfer 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 Lessor. Any attempted assignment, subletting, transfer or encumbrance by Lessee in each instanceviolation of the terms and covenants of this Paragraph shall be void. 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 Tenant, Landlord may, after default by Tenant, law. may collect rent directly from such assignee. sublessee or 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 Lessee's obligations hereunder. B. If Lessee is a corporation, partnership, or other entity, for purposes of subparagraph A above, any transfer or series of related transfers of equity ownership interests in Lessee (or any direct or indirect owners of Lessee) that results in the part change of Tenant herein containedthe ultimate ownership of more than fifty percent (50%) of the equity ownership of Lessee shall constitute an assignment of this Lease. The consent by Landlord to foregoing provision shall not apply, however, if at the time of execution of this Lease Lessee is a corporation the shares of which are listed on a recognized security exchange or in the over-the-counter market. C. Upon the occurrence of an assignment or underletting shall not in subletting, whether consented to by Lessor, or mandated by judicial intervention, Lessee hereby assigns, transfers and conveys all rents or other sums received by Lessee under any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further such assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion sublease, which are in excess of its sublet spacethe rents and other sums payable by Lessee under this Lease, or otherwise suffer or permit the sublet space or any part thereof and Lessee agrees 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 pay to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant Lessor such amounts within ten (10) days thereafterafter receipt. D. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, at Tenant's expense11 U.S.C. (S) 101 et. seq. (the "Bankruptcy Code"), 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. E. 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. 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 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 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 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 in each instancehas consented (which consent shall not be unreasonably withheld). 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 premises rent is determined in whole or in part based upon the income or profits derived by the sub-lessee (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 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 ▇▇▇▇▇ proportionately based on the rent contained in this Lease as of the date immediately prior to such recapture. Tenant shall, at Tenant's own cost and expense, discharge in full any outstanding commission obligation on the part of Tenant herein contained. The consent Landlord with respect to this Lease, and any commissions which may be due and owing as a result of any proposed 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 shall not in any way be construed subletting by Tenant pursuant to relieve Tenant from obtaining the express consent in writing subparagraph 8A 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 spacethe Leased Premises, or otherwise suffer termination of the Lease for a portion of the Leased Premises pursuant to subparagraph 8B, shall automatically operate to terminate each and every right, option, or permit election, if any exist, belonging to Tenant, including by way of illustration, but not limitation, any option to expand its premises or to extend or renew the sublet space term of Tenant's Lease for all or any part thereof portion of the Leased Premises - i.e. such rights and options shall cease as to be used both space sublet or occupied assigned and as to any portion of the original Leased Premises retained 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. 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 twenty (20) 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 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’s obligations under this Lease.

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. 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 (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 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 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 in each instancehas consented (which consent shall not be unreasonably withheld). 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 premises rent is determined in whole or in part based upon the income or profits derived by the sub-lessee (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 thirty (30) 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 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 ▇▇▇▇▇ proportionately based on the rent contained in this Lease as of the date immediately prior to such recapture. Tenant shall, at Tenant's own cost and expense, discharge in full any outstanding commission obligation on the part of Tenant herein contained. The consent Landlord with respect to this Lease, and any commissions which may be due and owing as a result of any proposed 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 shall not in any way be construed subletting by Tenant pursuant to relieve Tenant from obtaining the express consent in writing subparagraph 8A 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 spacethe Leased Premises, or otherwise suffer termination of the Lease for a portion of the Leased Premises pursuant to subparagraph 8B, shall automatically operate to terminate each and every right, option, or permit election, if any exist, belonging to Tenant, including by way of illustration, but not limitation, any option to expand its premises or to extend or renew the sublet space term of Tenant's Lease for all or any part thereof portion of the Leased Premises -i.e. such rights and options shall cease as to be used both space sublet or occupied assigned and as to any portion of the original Leased Premises retained by others, without Landlord's prior written consent in each instance. A modification, amendment or extension Tenant. D. For the purposes of a sublease this Section 8 an assignment shall be deemed a sublease. if any lien is filed against to include (without limitation) (i) the demised premises sale or transfer of more than thirty-three percent (33%) of the building direct ownership interest of which the same form a part for brokerage services claimed to have been performed for Tenant, whether (ii) the sale, assignment or not actually performed, transfer of a substantial portion of the same shall be discharged by Tenant within ten (10) days thereafter, at assets of Tenant's expense, by filing the bond required by law, or otherwise(iii) any merger or consolidation of Tenant with any entity, 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 renderedshall require Landlord's consent in accordance with subparagraph 8A hereof.

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. 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. 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 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. 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. 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. 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, 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 thirty (30) 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 and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Notwithstanding any assignment or subletting, permitted or otherwise, so long as the Guaranty (as defined in the Reference Pages) shall be assignedin full force and effect, or Guarantor (as defined in the Reference Pages) shall remain directly, primarily and fully responsible and liable for its obligations under the Guaranty. 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. Without limiting the part of Tenant herein contained. The consent by Landlord to an foregoing, 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 subletting 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, permitted or otherwise, and paying shall relieve Guarantor of 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 renderedunder the Guaranty.

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. 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. 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. 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 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 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. TenantLessee, for itselfand in consideration of this Lease and the demise of the said premises, its hereby agrees and covenants with Lessor that neither Lessee nor Lessee's heirs, distributees, executors, administrators, legal personal representatives, successors and assigns, expressly covenants or successors in interest shall assign this Lease or sublet the said demised premises, in whole or in part, without first obtaining the written consent of Lessor therefor: that it no assignment of this Lease or any subletting of the said demised premises, in whole or in part, shall be valid, except by and with the written consent of Lessor first obtained; that the consent of Lessor to any such assignment or subletting shall not assignoperate to discharge Lessee or Lessee's heirs, mortgage personal representatives, assigns, or encumber successors in interest from their liability upon the agreements and covenants of this Lease, nor underletand Lessee, Lessee's personal representatives, assigns, and successors in interest shall remain liable for the full and complete performance of all the terms, conditions, covenants, and agreements herein contained as principals and not as guarantors or suffer sureties, to the same extent as though no assignments or permit the demised premises or sublease had been made; that 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, Lessor to any such assignment or if the demised premises subletting shall not operate as a consent to further assignment or any part thereof be underlet subletting 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 as a waiver of this covenant and agreement against assignment and subletting; and that the provisions hereoffollowing any such assignment or subletting, the acceptance assignee and/or sublettee shall be bound by all of the assigneeterms, undertenant or occupant as tenantconditions, or a release of Tenant from covenants, and agreements herein contained including the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an covenant against 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 renderedsubletting.

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(a) Except as provided in subparagraph (g) below, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assignassign or sublet, mortgage in whole or encumber this Leasein part, nor underlet, or suffer or permit the demised premises all or any part thereof to be used or occupied by othersof the Premises, without the prior written consent of Landlord in each instanceLandlord, not to be unreasonably withheld, conditioned or delayed. If In addition, Tenant shall not mortgage or encumber this Lease be assigned, without Landlord’s prior written consent. The transfer or if issuance of 50% or more of the demised premises stock or any part thereof be underlet the equity or occupied by anybody other than ownership interests in Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant whether in a single transaction or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection a series of transactions shall be deemed a waiver an assignment of this Lease, excluding, however, the transfer or issuance of the provisions hereofoutstanding capital stock or other equity interest of any corporate, limited liability company or partnership through any “over-the-counter market” or through any recognized stock exchange. (b) Tenant shall, at the time Tenant requests consent of Landlord, deliver to Landlord such information respecting the proposed assignee or subtenant, the acceptance name, address, nature of business, ownership structure, and most recent financial statement (if any), and Landlord shall after receipt of all required information elect one of the assigneefollowing notice of such election shall be provided to Tenant within fifteen (15) days after Landlord’s receipt of such request: (i) consent to such proposed assignment or sublease, undertenant which consent shall not be unreasonably withheld or occupant conditioned; (ii) reasonably refuse such consent; or (iii) in the case of an assignment that is not an assignment to a Permitted Transferee, elect to terminate this Lease, or, in the case of a partial sublease to a non-Permitted Transferee that is greater than fifty percent (50%) of the Premises (either in one (1) transaction or when aggregated with any existing sublease), terminate this Lease as tenantto the portion of the Premises proposed to be sublet (such portion to be hereinafter referred to as the “Eliminated Space”). Upon a termination of this Lease as to the entire Premises pursuant to the provisions of clause (iii) above, or Tenant’s obligations hereunder shall cease as of the date of termination, provided that Tenant shall not be relieved of any obligations that have accrued prior to the date of termination. Upon a release termination of this Lease as to less than the entire Premises pursuant to the provisions of clause (iii) above, the Base Rent hereunder shall be reduced as of the effective date of such termination (i) Tenant’s obligations with respect to the Eliminated Space shall cease as of the date of surrender of the Eliminated Space, provided that Tenant shall not be relieved of any obligations that have accrued prior to the date of surrender, (ii) Base Rent shall be reduced as of the Transfer Date by an amount equal to the product of (xx) the Base Rent, and (yy) a fraction, the numerator of which is the number of rentable square feet proposed to be sublet and the denominator of which is Tenant’s Rentable Square Footage, and (iii) the Tenant’s Share shall be proportionately reduced as of the effective date of such termination to reflect the deletion of the Eliminated Space from the further performance Premises. If Landlord causes a surrender of the Eliminated Space, Landlord, at Landlord’s expense, may make such alterations as Landlord deems necessary to physically separate the Eliminated Space from the balance of the Premises. (c) No subletting or assignment by Tenant shall relieve Tenant of covenants on any obligation under this Lease, including Tenant’s obligation to pay Base Rent, the part Operating Payment or any other Additional Rent. Any purported assignment or subletting in violation of Tenant herein containedthis Paragraph 18 shall be void at Landlord’s sole option. The consent by Landlord to an any assignment or underletting subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. (d) If for any assignment or sublease, the rent received by Tenant, less Tenant’s costs for (i) brokerage commissions then customary in the market; (ii) reasonable marketing expenses and attorneys’ fees; (iii) any alterations or improvements made by Tenant for the benefit of the assignee or subtenant; (iv) any improvement or furniture allowances paid to the assignee or subtenant; and (v) any free rent given to the assignee or subtenant, is in excess of the Rent payable by Tenant hereunder (if a portion of the Premises is subleased, fairly allocable to such portion), Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of such excess within twenty (20) business days after Tenant’s receipt of each such payment. (e) Tenant shall pay all out-of-pocket costs of Landlord in reviewing and/or approving any sublease or assignment, including without limitation, reasonable attorneys’ fees, provided that such costs do not exceed $2,500 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 one sublease or further assignment transaction. (f) So long as Tenant is not entering into the Permitted Transfer (as defined below) for the purpose of avoiding or otherwise circumventing the remaining terms of this Paragraph 18, Tenant may assign its entire interest in this Lease or sublet all or any portion part of its sublet spacethe Premises, without the consent of Landlord, to (a) an affiliate, subsidiary, or otherwise suffer parent of Tenant, or permit a corporation, partnership or other legal entity wholly owned by Tenant (collectively, an “Affiliated Party”), or (b) a successor to Tenant by purchase, merger, consolidation or reorganization, provided that all of the sublet space following conditions are satisfied (each such transfer a “Permitted Transfer” and any such assignee 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 sublessee of a sublease Permitted Transfer, a “Permitted Transferee”): (i) Tenant is not in Default beyond any applicable notice and cure periods under this Lease; (ii) the Permitted Use does not change; (iii) Tenant shall be deemed give Landlord written notice at least thirty (30) days prior to the effective date of the proposed Permitted Transfer (provided that, if prohibited by confidentiality in connection with a sublease. if any lien is filed against the demised premises proposed purchase, merger, consolidation or the building of which the same form a part for brokerage services claimed to have been performed for Tenantreorganization, whether or not actually performed, the same then Tenant shall be discharged by Tenant give Landlord written notice within ten (10) days thereafterafter the effective date of the proposed purchase, at Tenant's expensemerger, by filing the bond required by lawconsolidation or reorganization); (iv) with respect to a purchase, merger, consolidation or otherwise, and paying reorganization or any other necessary sums, and Permitted Transfer which results in Tenant agrees ceasing 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.exist as a separate

Assignment and Subletting. 12.1 Except as otherwise set forth in this Article 12, 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 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 assigned, or if the demised premises 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, and after Tenant shall have defaulted in respect of any of its obligations under this Lease, Tenant shall hold any amounts it receives from any undertenant or occupant in constructive trust for payment of Tenant's obligations hereunder; 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 modificationAny assignment, amendment sublease, mortgage, pledge, encumbrance or extension transfer in contravention of the provisions of this Article 12 shall be void. 12.2 If Tenant shall at any time or times during the Term desire to assign this Lease or sublet all or part of the Premises and Landlord's consent thereto is required under this Article 12, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by (i) the essential terms and conditions of proposed assignment or sublease, including the effective or commencement date thereof, which shall be not less than thirty (30) nor more than one hundred and eighty (180) days after the giving of such notice, (ii) a sublease 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, (iii) current financial information with respect to the proposed assignee or subtenant, and (iv) an agreement by Tenant to indemnify Landlord against liability 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. The aforesaid notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option, (a) sublease such space (hereinafter called 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 Premises), or (b) terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Premises). Said options may be exercised by Landlord by notice to Tenant at any time within thirty (30) days after the aforesaid 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. 12.3 If Landlord exercises its option to terminate this Lease in the case whereby Tenant desires either to assign this Lease or sublet all or substantially all of the 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 Rent and additional rent due hereunder shall be paid and apportioned to such date. 12.4 If Landlord exercises its option to terminate this Lease pursuant to subsection 12.2 of this Article 12, 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. 12.5 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 lesser of which (x) the rental rate provided for in the proposed sublease and (y) the rental rate per rentable square foot of Rent and additional rent then payable pursuant to this Lease, and shall be for the same form a term as that of the proposed subletting, and such sublease: (a) shall 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 Article 12; (b) shall 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 Article 12; (c) shall 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 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, provided, however, that if such sublease is for brokerage services claimed less than all or substantially all of the Term of the lease, then at the end of the term of such sublease and if requested to have been performed for do so by Tenant, whether the Premises shall be restored by Landlord to a condition reasonably suitable for general office purposes; (d) shall provide that any assignee or not actually performedfurther subtenant of Landlord or its designee, may, at the election of Landlord, be permitted to 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 that such assignee or subtenant, at its expense, shall repair any damage and injury to such space so sublet caused by such removal, provided, however, that if such sublease is for less than all or substantially all of the Term of the lease, then at the end of the term of such sublease and if requested to do so by Tenant, the same Premises shall be discharged restored by Tenant within ten Landlord to a condition reasonably suitable for general office purposes; and (10e) days thereaftershall 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 such space so sublet by filing Tenant to Landlord or its designee, (iv) Landlord, at Tenant's expense, to the bond extent required by lawthe proposed sublease, may make such alterations as may be required or deemed necessary by Landlord to physically separate the 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 such sublease in its then existing conditions, 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. (i) 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. (ii) Performance by Landlord, or otherwiseits 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. (iii) 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 its designee). 12.7 In the event Landlord does not exercise either option provided to it pursuant to subsection 12.2 and provided 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) as of the time of Landlord's consent, and paying as of the effective date of the proposed assignment or commencement date of the proposed sublease, Landlord's written consent to the proposed assignment or sublease shall be given within five (5) business days after the expiration of the thirty (30) day period described in Section 12.2, provided and upon condition that: (i) Tenant shall have complied with the provisions of subsection 12.2 and Landlord shall not have exercised any of its options under said subsection 12.2 within the time permitted therefor; (ii) In Landlord's reasonable 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 (a) is in keeping with the then standards of the Building, (b) is limited to the use of the Premises for the Permitted Uses, and (c) will not violate any negative covenant as to use contained in any other necessary sumslease of office space in the Building; (iii) 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; (iv) Neither (a) the proposed assignee or sublessee nor (b) any person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or sublessee, is then an occupant of any part of the Building provided Landlord has comparable space available in the Building, (v) The proposed assignee or sublessee is not a person with whom Landlord is then negotiating to lease space in the Building or a person who has leased or negotiated to lease space in the Building during the six (6) month period ending on the date of the proposed assignment or sublet; (vi) The form of the proposed sublease or instrument of assignment shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 12; (vii) There shall not be more than two (2) subtenants (including Landlord or its designee) of the Premises; (viii) The rental and other terms and conditions of the sublease are substantially similar to those contained in the notice furnished to Landlord pursuant to subsection 12.2; (ix) Tenant shall reimburse Landlord on demand for the reasonable costs 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 reasonable legal costs incurred in connection with the granting of any requested consent; (x) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, nor shall any advertisement state the name (as distinguished from the address) of the Building or proposed rental rate lower than the rental rate then payable under this Lease; provided, however, that nothing contained herein shall preclude Tenant from entering into a sublease at such a lower rental rate; (xi) The proposed occupancy shall not increase the office cleaning requirements or impose an extra burden upon services to be supplied by Landlord to Tenant, unless Tenant agrees to indemnify pay any extra costs incurred thereby; and (xii) 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 subletting by Tenant to Landlord or its designee pursuant to the provisions of this Article 12, each subletting pursuant to this subsection 12.7 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 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 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 12. If Landlord shall decline to give its agents consent to any proposed assignment or sublease, or if Landlord shall exercise either of its options under subsection 12.2, Tenant 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 compensation in connection with the proposed assignment or sublease. 12.8 In the event that (i) Landlord fails to exercise either of its options under subsection 12.2 and consents to a proposed assignment or sublease, and (ii) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within ninety (90) days after the giving of such lien consent, then, Tenant shall again comply with all of the provisions and conditions of subsection 12.2 before assigning this Lease or subletting all or part of the Premises, subject to the provisions of Section 20.2 of this Lease. 12.9 With respect to each and every sublease or subletting authorized by Landlord under the provisions of this Lease, it is further agreed that: (i) No subletting shall be for brokerage services rendered.a term ending later than one (1) day prior to the Expiration Date of this Lease; (ii) No sublease shall be delivered, and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord; (iii) 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 dispossession 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

Assignment and Subletting. Section 11.01. Except as otherwise specifically provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that that, without the prior consent of Landlord in each instance, it shall not (i) assign, mortgage or encumber its interest in this Lease, nor underletin whole or in part, or suffer (ii) sublet, or permit the demised premises subletting of, the Demised Premises or any part thereof, or (iii) 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 assignedoccupied, or if the demised premises used for desk space, mailing privileges or otherwise, by any part thereof be underlet or occupied by anybody person other than Tenant. A transfer of more than 50% in interest of Tenant (whether stock, partnership interest, membership interest or otherwise) by any party in interest shall be deemed an assignment of this Lease, either in one transaction or in any series of transactions within a twelve (12) month period. Any assignment, sublease, mortgage, pledge, encumbrance or transfer by Tenant in contravention of this Article 11 shall be void. Section 11.02. A. If Tenant’s interest in this Lease is assigned, whether or not in violation of the provisions of this Article, Landlord may, after default by Tenant, may collect rent from the assignee; if the Demised Premises or any part thereof are sublet to, undertenant or occupied by, or used by, any person other than Tenant, whether or not in violation of this Article, Landlord, after default by Tenant under this Lease beyond the expiration of applicable notice and cure periods, may collect rent from the subtenant, user or occupant. In either case, and Landlord shall apply the net amount collected to the rent herein reservedrents reserved in this Lease, but no neither any such assignment, underlettingsubletting, occupancy occupancy, or use, whether with or without Landlord’s prior consent, nor any such collection or application, shall be deemed a waiver of the provisions hereofany term, covenant or condition of this Lease or the acceptance by Landlord of the such assignee, undertenant subtenant, occupant or occupant user 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, subletting, occupancy or underletting use shall not in any way be construed not, subject to the terms herein, relieve Tenant from obtaining its obligation to obtain the express prior consent in writing of Landlord to any modification to any such assignment, subletting, occupancy or use or to any further assignment assignment, subletting, occupancy or underlettinguse. In no event shall The listing of any permitted sublessee assign or encumber its sublease or further sublet all name other than that of Tenant on any door of the Demised Premises or any portion of its sublet spacedirectory 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 in the Demised Premises, or otherwise suffer be deemed to constitute, or permit serve as a substitute for, any prior consent of Landlord required under this Article, and it is understood that any such listing shall constitute a privilege extended by Landlord. Tenant agrees to pay to Landlord upon demand, as additional rent (but not in duplication of the sublet space fee required in Section 11.07B), reasonable counsel fees and other necessary costs (including architectural and engineering) incurred by Landlord in connection with any proposed assignment of Tenant’s interest in this Lease or any proposed subletting of the Demised Premises or any part thereof or any surrender of Tenant’s lease or termination thereof prior 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 renderedExpiration Date.

Assignment and Subletting. Tenant16.01 Tenant will not, for itselfvoluntarily or by operation of law, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage sell, convey, sublet or encumber otherwise transfer all or any part of Tenant’s right or interest in this Lease, nor underlet, or suffer allow any other person or permit the demised premises entity to occupy or use all or any part thereof to of the Premises (collectively called “Transfer”) without first obtaining the written consent of Landlord, which consent shall not be used or occupied by others, unreasonably withheld. Any Transfer without the prior written consent of Landlord in shall be void. Without limiting the generality of the definition of “Transfer,” it is agreed that each instance. If this Lease be assigned, or if of 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 following shall be deemed a waiver “Transfer” for purposes of this Article 16: (a) an entity other than Tenant becoming the provisions hereoftenant hereunder by merger, the acceptance of the assignee, undertenant or occupant as tenantconsolidation, or other reorganization; and (b) a release transfer of any ownership interest in Tenant from the further performance by (unless Tenant of covenants on the part of is an entity whose stock is publicly traded). Tenant herein contained. The consent shall provide to Landlord all information requested 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 underlettingconcerning a Transfer. In no event shall any permitted sublessee Tenant mortgage, encumber, pledge or assign or encumber its sublease or further sublet for security purposes all or any portion part of its sublet spaceinterest in this Lease. Regardless of whether consent by Landlord is granted in connection with any Transfer, no Transfer shall release Tenant from any obligation or liability hereunder; Tenant shall remain primarily liable to pay all rent and other sums due hereunder to Landlord and to perform all other obligations hereunder. Similarly, no Transfer, with or without the consent of Landlord, shall release any guarantor from its obligations under its guaranty. Upon any assignment or sublease, any rights, options or opportunities granted to Tenant hereunder to extend or renew the Term, to shorten the Term, or otherwise suffer to lease additional space shall be null and void. 16.02 In the event Landlord consents to a Transfer, the Transfer will not be effective until Landlord receives a fully executed agreement regarding the Transfer, in a form and of substance acceptable to Landlord, any documents or permit information required by such agreement (including any estoppel certificate and any subordination agreement required by any lender of Landlord), an amount equal to all attorneys’ fees incurred by Landlord (regardless of whether such consent is granted and regardless of whether the sublet space Transfer is consummated) and other expenses of Landlord incurred in connection with the Transfer, and a Transfer fee in an amount determined by Landlord (a minimum fee of $250.00), not to exceed $1,000 per transfer or request to transfer. 16.03 Any consideration paid to Tenant for assignment of this Lease, less any part thereof reasonable brokerage commission paid by Tenant with respect to such assignment, shall be used or occupied by others, without immediately paid to Landlord's prior written consent in each instance. A modification, amendment or extension In the event of a sublease of all or a portion of the Premises, all rents payable by the subtenant in excess of rents payable hereunder (allocated on a per square foot basis in the event of a partial 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 immediately due and payable to have been performed for TenantLandlord; provided, whether or not actually performed, the same excess rental shall be discharged calculated taking into account straight-line amortization, without interest, of any reasonable brokerage commission paid by Tenant in connection with the subject sublease transaction. 16.04 Landlord may, within ten 30 days after submission of Tenant’s written request for Landlord’s consent to a Transfer, terminate this Lease (10or, as to a partial subletting, terminate this Lease as to the portion of the Premises proposed to be sublet) days thereafteras of the date the proposed Transfer was to be effective. If Landlord terminates this Lease as to only a portion of the Premises, then (a) this Lease shall cease as to such portion of the Premises, (b) Tenant shall pay to Landlord all Base Rent and other amounts accrued through the termination date relating to the portion of the Premises covered by the proposed Transfer, and (c) Tenant shall execute, upon request of Landlord, an amendment hereto setting forth matters related to such partial termination. Landlord may physically separate the recaptured portion of the Premises and lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant. 16.05 Upon the occurrence of a Default, if the Premises or any portion thereof are sublet, Landlord may, at Tenant's expense, by filing the bond required by law, or otherwise, its option and paying in addition and without prejudice to any other necessary sumsremedies herein provided or provided by Law, collect directly from the sublessee(s) all rentals becoming due Tenant and Tenant agrees apply such rentals against other sums due hereunder 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. 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, 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 of 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 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 within thirty (30) days following Landlord’s receipt of covenants 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 sublease, the termination notice shall 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 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 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 herein contained. The consent by Landlord to an shall, at Tenant’s own cost and expense, discharge in full any outstanding commission obligation 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 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 Tenant shall not assign, transfer, mortgage or otherwise encumber this Lease, nor underlet, Lease or suffer sublet or rent (or permit a third party to occupy or use) the demised premises Premises, or any part thereof to thereof, nor shall any assignment or transfer of this Lease or the right of occupancy hereunder be used effected by operation of law or occupied by othersotherwise, without the prior written consent of Landlord in each instancewhich shall not be unreasonably withheld, conditioned or delayed. If this Lease be assignedThe parties acknowledge that Tenant is negotiating a sublease of approximately 1,000 square feet with a certified public accountant which sublease would begin after the Commencement Date. Landlord agrees to approve such sublease, or if provided that the demised premises or any part Tenant provides a written copy of such sublease to Landlord at least fifteen (15) days prior to the commencement date thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect and such sublease (I) provides for rent from comparable to the assignee, undertenant or occupantrental rate of the Basis Rent, and apply (ii) the net amount collected sublease does not contain any provisions which are contrary to the rent herein reservedterms and conditions of this Lease. For purposes of the foregoing prohibition, but no assignmenta transfer at any one time or from time to time of twenty percent (20%) or more of an interest in Tenant (whether stock, underletting, occupancy partnership interest or collection other form of ownership or control) by any person(s) or entity (ties) having an interest in ownership or control of Tenant at the Lease Date or thereafter shall be deemed a waiver to be an assignment of this Lease. In the event of an assignment or subletting, the initial Tenant (and, as applicable, any subsequent tenant) shall remain liable under this Lease and the initial Tenant shall pay to Landlord fifty percent (50%) of the provisions hereofamount of rent or other sums directly or indirectly received by Tenant from any subtenant or assignee which exceeds (a) actual reasonable costs incurred by Tenant for subtenant/assignee improvements and real estate brokerage commissions, each as amortized over the acceptance Term of the assigneeLease, undertenant or occupant as tenantplus (b) the Rent due hereunder. Any assignment, encumbrance, or a release sublease without Landlord's written consent, unless otherwise expressly permitted under this Section 11.1, shall be voidable by Landlord and, at Landlord's election, constitute an Event of Tenant from Default hereunder. Neither 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 or any Guarantor 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 underlettingsubletting. Tenant hereby assigns to Landlord the rent and other sums due from any subtenant, assignee or other occupant of the Premises and hereby authorizes and directs each such subtenant, assignee or other occupant to pay such rent or other sums directly to Landlord; provided, however, that until the occurrence of an Event of Default, Tenant shall have the license to continuing collecting such rent and other sums. In no event shall addition to the foregoing limitations on assignment and/or subletting, upon any permitted sublessee assign written request by Tenant for approval or encumber its consent of an assignment, sublease or further sublet other use by a third party of more than fifty percent (50%) of the Premises (an informal or general oral request shall not trigger this provision), Landlord shall have the right, but not the obligation, to terminate the Lease, as to all or any a portion of its sublet spacethe Premises concerning which such request was made, 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 which right shall be deemed a sublease. exercised, 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 Tenantat all, whether or not actually performed, the same shall be discharged by Tenant within ten (10) business days thereafterafter Landlord's receipt of such request; if the right is not so exercised, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees then Landlord shall maintain such right as to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from future such lien requests for brokerage services renderedmore than fifty percent (50%) of the Premises.

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. TenantExcept as provided below, for itselfTenant shall not, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it without Landlord's written consent (which consent shall not assignunreasonably be withheld or delayed), mortgage assign or encumber this Lease, nor underlet, or suffer or permit transfer the demised premises Lease (or any part thereof to be used interest therein) or occupied by others, without sublease 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 Premises or any portion of its sublet spacethereof. Notwithstanding the foregoing, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by othersTenant may, without Landlord's prior written consent consent, sublet all or any portions of the Premises or assign the Lease (or any interest therein) to: (i) a subsidiary, affiliate, division or corporation controlled by or under common control with Tenant; (ii) a successor corporation related to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action; or (iii) a purchaser of substantially all of Tenant's assets located in each instancethe Premises. A modificationFor the purpose of this Lease, amendment no sale or extension transfer of a sublease Tenant's capital stock or redemption or issuance of additional stock of any class, including issuance of stock in connection with Tenant's "going public," shall be deemed a sublease. if an assignment, subletting or any lien is filed against other transfer of the demised premises Lease or the building of which the same form a part for brokerage services claimed Premises. If Landlord's consent is required hereunder, Landlord (a) shall respond to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at after receipt of written notice from Tenant requesting such consent ("Tenant's expenseNotice"), otherwise such consent shall be deemed given; and (b) shall have the right, exercisable by filing providing Tenant with written notice within ten (10) days after receipt of Tenant's Notice, to recapture that portion of the bond required by lawPremises proposed to be subleased and enter into a direct lease with the proposed Subtenant, or otherwise, and paying any other necessary sums, and in which event Tenant agrees to indemnify Landlord and its agents and hold them harmless shall be released from and against any and all claims, losses or liability resulting from such lien under this Lease for brokerage services renderedthe space so recaptured effective upon Tenant's vacation thereof.

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. 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(a) Tenant shall not, 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 or encumber this Lease, nor underlet, Lease and shall not sublet all or suffer any portion of the Premises or permit the demised premises Premises or any part thereof to be used or occupied by others, others without the Landlord’s 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 TenantTenant in violation of the terms hereof, Landlord may, after default by Tenant, may collect rent from the assignee, undertenant or occupant, occupant and apply the net amount collected to the rent Rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or 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 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 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 modification. (b) Any transfer or assignment, amendment whether made in one (1) transaction or extension in a series of transactions, which results in a sublease shall be deemed a sublease. if any lien is filed against transfer or assignment of fifty percent (50%) or more of the demised premises voting interests or the building control of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performedany permitted subtenant or assignee of this Lease, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, constitute an assignment of this Lease 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 renderedsublease requiring Landlord’s consent.

Assignment and Subletting. Tenant16.01 Tenant will not, for itselfvoluntarily or by operation of law, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage sell, convey, sublet or encumber otherwise transfer all or any part of Tenant’s right or interest in this Lease, nor underlet, or suffer allow any other person or permit the demised premises entity to occupy or use all or any part thereof to of the Premises (collectively called “Transfer”) without first obtaining the written consent of Landlord, which consent shall not be used or occupied by others, unreasonably withheld. Any Transfer without the prior written consent of Landlord in shall be void. Without limiting the generality of the definition of “Transfer,” it is agreed that each instance. If this Lease be assigned, or if of 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 following shall be deemed a waiver “Transfer” for purposes of this Article 16: (a) an entity other than Tenant becoming the provisions hereoftenant hereunder by merger, the acceptance of the assignee, undertenant or occupant as tenantconsolidation, or other reorganization; and (b) a release transfer of any ownership interest in Tenant from the further performance by (unless Tenant of covenants on the part of is an entity whose stock is publicly traded). Tenant herein contained. The consent shall provide to Landlord all information requested 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 underlettingconcerning a Transfer. In no event shall any permitted sublessee Tenant mortgage, encumber, pledge or assign or encumber its sublease or further sublet for security purposes all or any portion part of its sublet spaceinterest in this Lease. Regardless of whether consent by Landlord is granted in connection with any Transfer, no Transfer shall release Tenant from any obligation or liability hereunder; Tenant shall remain primarily liable to pay all rent and other sums due hereunder to Landlord and to perform all other obligations hereunder. Similarly, no Transfer, with or without the consent of Landlord, shall release any guarantor from its obligations under its guaranty. Upon any assignment or sublease, any rights, options or opportunities granted to Tenant hereunder to extend or renew the Term, to shorten the Term, or otherwise suffer to lease additional space shall be null and void. 16.02 In the event Landlord consents to a Transfer, the Transfer will not be effective until Landlord receives a fully executed agreement regarding the Transfer, in a form and of substance acceptable to Landlord, any documents or permit information required by such agreement (including any estoppel certificate and any subordination agreement required by any lender of Landlord), an amount equal to all attorneys’ fees incurred by Landlord (regardless of whether such consent is granted and regardless of whether the sublet space Transfer is consummated) and other expenses of Landlord incurred in connection with the Transfer, and a Transfer fee in an amount determined by Landlord (a minimum fee of $250.00), not to exceed $1,000 per transfer or request to transfer. 16.03 Any consideration paid to Tenant for assignment of this Lease, less any part thereof reasonable brokerage commission paid by Tenant with respect to such assignment, shall be used or occupied by others, without immediately paid to Landlord's prior written consent in each instance. A modification, amendment or extension In the event of a sublease of all or a portion of the Premises, all rents payable by the subtenant in excess of rents payable hereunder (allocated on a per square foot basis in the event of a partial 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 immediately due and payable to have been performed for TenantLandlord; provided, whether or not actually performed, the same excess rental shall be discharged calculated taking into account straight-line amortization, without interest, of any reasonable brokerage commission paid by Tenant in connection with the subject sublease transaction. 16.04 Landlord may, within ten 30 days after submission of Tenant’s written request for Landlord’s consent to a Transfer, terminate this Lease (10or, as to a partial subletting, terminate this Lease as to the portion of the Premises proposed to be sublet) days thereafteras of the date the proposed Transfer was to be effective. If Landlord terminates this Lease as to only a portion of the Premises, then (a) this Lease shall cease as to such portion of the Premises, (b) Tenant shall pay to Landlord all Base Rent and other amounts accrued through the termination date relating to the portion of the Premises covered by the proposed Transfer, and (c) Tenant shall execute, upon request of Landlord, an amendment hereto setting forth matters related to such partial termination. Landlord may physically separate the recaptured portion of the Premises and lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant. 16.05 Upon the occurrence of a Default, if the Premises or any portion thereof are sublet, Landlord may, at Tenant's expense, by filing the bond required by law, or otherwise, its option and paying in addition and without prejudice to any other necessary sumsremedies herein provided or provided by Law, collect directly from the sublessee(s) all rentals becoming due Tenant and Tenant agrees apply such rentals against other sums due hereunder 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(a) Other than an assignment, for itselftransfer or sublet to a successor or assign of Lessee that agrees to assume and be bound by the terms of this Lease, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Lessee shall not voluntarily, involuntarily, or by operation of law, assign, transfer, mortgage or otherwise encumber (herein collectively referred to as an "assignment") this LeaseLease or any interest of Lessee herein, nor underletin whole or in part, not sublet the whole or suffer or any part of the leased Premises, not permit the demised premises leased Premises or any part thereof to be used or occupied by others, without first obtaining in each and every instance the prior written consent of Landlord Lessor, which will not be unreasonably withheld or delayed. Any consent by Lessor to an assignment or subletting or use or occupancy by others shall be held to apply only to the specific transaction thereby authorized and shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting or ▇▇▇ or occupancy by others, including, but not limited to a subsequent assignment or subletting by any trustee, receiver, liquidator, or personal representative of Lessee, nor shall the references anywhere in each instancethis Lease to subtenants, licensees and concessionaires be construed as a consent by Lessor to an assignment. If this Lease or any interest herein be assigned, assigned or if the demised premises leased Premises or any part thereof be underlet sublet or used or occupied by anybody anyone other than TenantLessee without Lessor's prior written consent having been obtained thereto, Landlord may, after default by Tenant, Lessor may nevertheless collect rent (including, but not limited to, Basic Monthly Rent, and Additional Rent) from the assignee, undertenant sublessee, user or occupant, occupant and apply the net amount collected to the rent rents herein reserved, but no and furthermore in any such event Lessee shall pay to lessor monthly, as additional rent, the excess of the consideration received or to be received , during such month for such assignment, underlettingsublease or occupancy (whether or not denoted as rent) over the rental reserved for such month in this Lease applicable to such portion of the leased Premises so assigned, sublet or occupied. No such assignment, subletting, use, occupancy or collection shall be deemed a waiver of the provisions hereofcovenant herein against assignment, subletting or use or occupancy by other, or the acceptance of the assignee, undertenant subtenant, user or occupant as tenant, lessee hereunder or constitute a release of Tenant Lessee from the further performance by Tenant Lessee of covenants on the part terms and provisions of Tenant herein containedthis Lease. 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 If this Lease or any portion interest of its sublet space, Lessee herein be assigned or otherwise suffer or permit if the sublet space whole or any part thereof to of the Leased premises be sublet or used or occupied by others, without Landlordafter having obtain Lessor's prior written consent thereto, Lessee shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Lessee and Lessee shall not be released therefrom 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 renderedmanner.

Assignment and Subletting. A. Except as otherwise provided herein, Tenant shall not, by operation of law or otherwise, transfer, assign, sublet, enter into license or concession agreements, change ownership, mortgage or hypothecate this Lease or the Tenant’s interest in and to the Premises without first procuring the written consent of Landlord, for itselfwhich consent shall not be unreasonably withheld, its heirsconditioned or delayed. Any attempted transfer, distributeesassignment, executorssubletting, administratorslicense or concession agreement, legal representativeschange of ownership, successors mortgage or hypothecation without Landlord’s written consent shall be void and assigns, expressly covenants confer no rights upon any third person. Tenant agrees and acknowledges that it shall be deemed reasonable for Landlord to withhold, condition or delay its consent to a proposed assignment or sublease if the proposed assignee or sublessee (i) shall not assignhave a net worth, at the time of the assignment or sublease, sufficient to discharge Tenant’s obligations under this Lease, as reasonably determined by Landlord; or (ii) shall have undertaken a bankruptcy, liquidation, reorganization or insolvency action or an assignment of or by such assignee or sublessee for the benefit of creditors, or any similar action undertaken by such assignee or sublessee, at any time within the thirty six (36) month period prior to such proposed assignment or sublease. Tenant shall give Landlord not less than thirty (30) days’ notice prior to the effective date of any such assignment or sublease. In the event this Lease is being assigned or more than fifty percent (50%) of the Premises is being subleased for the majority of the remaining demised term, the provisions of Section 19.3 below shall apply. Nothing herein contained shall relieve Tenant and any Guarantor from its covenants and obligations for the demised term. Tenant agrees to reimburse Landlord for Landlord’s reasonable outside attorneys’ fees incurred in conjunction with the processing and documentation of any such requested transfer, assignment, subletting, licensing or concession agreement, change of ownership, 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 hypothecation of Landlord in each instance. If this Lease be assignedor Tenant’s interest in and to the Premises, not to exceed $1,500.00 per request. B. If Landlord consents to any assignment or if sublease pursuant to this Article, Tenant shall pay Landlord, as Additional Rent: (a) in the demised premises or any part thereof be underlet or occupied by anybody other than Tenantcase of each and every assignment, Landlord mayone half (1/2) of an amount equal to all monies, after default by Tenant, collect rent from the assignee, undertenant or occupantproperty, and apply other consideration of every kind whatsoever paid or payable to Tenant by the net amount collected assignee for such assignment and for all property of Tenant transferred to the rent herein reservedassignee as part of the transaction (including, but no not limited to, fixtures, other leasehold improvements, furniture, equipment, and furnishings) but only to the extent such consideration exceeds the fair market value thereof [after subtracting the costs described in subparagraphs (b)(ii) and (b)(iii) herein in connection with such assignment]; and (b) in the case of each and every sublease, underletting, occupancy or collection shall be deemed a waiver one half (1/2) of the provisions hereofamount by which all rent, the acceptance of the assigneeand/or other monies, 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 otherwiseproperty, and paying any other necessary sumsconsideration of every kind whatsoever paid or payable to Tenant by the subtenant under the sublease, 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.exceeds the sum of:

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 sublease or further sublet all or relieve Tenant from 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 sumsobligation under this Lease, and Tenant agrees shall remain primarily liable for the performance of the tenant’s obligations under this Lease, as amended from time to indemnify 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 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 agents 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 Excess (defined below). As used in this Section 11.03, “Excess” means all rent and hold them harmless from 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 against any and all claims, losses or liability resulting Term covered by the Transfer; provided Tenant may deduct from such lien for brokerage services rendered.Excess all

Assignment and Subletting. 9.1 Subject to the terms and provisions of Section 9.8 below, 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, 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, and if, pursuant to the provisions of this Section 9.1, Tenant shall give written notice thereof to Landlord at least thirty (30) days but no more than one hundred eighty (180) 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 and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Notwithstanding any assignment or subletting, permitted or otherwise, so long as the Guaranty (as defined in the Reference Pages) shall be assignedin full force and effect, or Guarantor (as defined in the Reference Pages) shall remain directly, primarily and fully responsible and liable for its obligations under the Guaranty. 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 of fifty percent (50%) or more of the square footage of the Premises or assignment other than one qualifying under Section 9.8 below, 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 any way full force and effect. Notwithstanding the above, if Landlord would be construed entitled to relieve Tenant from obtaining the express consent in writing of Landlord terminate this Lease with respect 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 in connection with a proposed assignment or sublet, Tenant, prior to entering into a sublet or assignment, shall have the right to advise Landlord (the “Prior Notice”) of its intention to sublet spacethe Premises or assign this Lease. In the Prior Notice, Tenant shall describe whether Tenant intends to assign its interest under the Lease or whether Tenant intends to sublease all or a portion of the Premises (and the portion of the Premises Tenant intends to sublease), and the expected effective date of the proposed assignment or sublease. Landlord, by providing notice within forty-five (45) days after receipt of the Prior Notice, shall have the right to terminate this Lease, effective as of the effective date set forth in the Prior Notice, with respect to the Premises, if Tenant intends to assign its interest under the Lease, or otherwise suffer with respect to the space that Tenant intends to sublet if Tenant intends to sublease all or permit a portion of the sublet space Premises. If Landlord fails to exercise its right to terminate within forty-five (45) days after the Prior Notice, and if Tenant, within six (6) months after the expiration of the 45-day period, enters into the type of assignment or any part thereof sublease described in its Prior Notice with respect to the portion of the Premises described in the Prior Notice, then Landlord shall not have the right to cancel and terminate this Lease with respect to such portion of the Premises in connection with such Transfer. 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 used or occupied paid from time to time during the unexpired Term shall a▇▇▇▇ proportionately based on the proportion by others, without Landlord's prior written consent in each instance. A modification, amendment or extension which the approximate square footage of a sublease the remaining portion of the Premises shall be deemed 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 outstanding commission obligation which may be due and owing as a sublease. if result of any lien is filed against the demised premises 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 to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant. Without limiting the foregoing, the same shall be discharged no assignment or subletting by Tenant within ten (10) days thereafterTenant, at Tenant's expense, by filing the bond required by law, permitted or otherwise, shall relieve Guarantor of any liability under the Guaranty. 9.4 In the event that Tenant sublets, assigns or transfers this Lease other than in connection with a Permitted Transfer pursuant to Section 9.8, 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 paying 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 sublease, assignment or other necessary sumstransfer of this Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such time in connection with the portion of the Premises affected by such sublease, assignment or transfer. For purposes of the foregoing, any consideration received by Tenant in form other than cash shall be valued at its fair market value, as reasonably determined by Landlord. 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 reasonable costs incurred by Tenant for leasing commissions and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimstenant improvements in connection with such sublease, losses assignment or liability resulting from such lien for brokerage services renderedother 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 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 will miot be unreasonably withheld, (i) assign or in each instanceany manner transfer this Lease or any estate or interest therein, (ii) permit an assignment of this Lease or any estate or interest therein by operation of law, (iii) sublet the Demised Premises or any part thereof, (iv) grant any license, concession or other right of occupancy of any portion of the Demised Premises or (v) permit the use of the Demised Premises by any parties other than Tenant, its agents and employees and any such acts without Landlord's prior written consent shall be void and of no effect. Landlord agrees to consent to any assignment by Tenant to any corporation succeeding to substantially all the business and assets of Tenant by merger, consolidation, purchase of assets or otherwise, or to any assignment or subletting all the business and assets of Tenant by merger, consolidation, purchase of assets or otherwise, or to any assignment or subletting to a corporation which is an affiliate of Tenant. Tenant shall not assign this Lease or sublet all or any portion of the Demised Premises for any monthly rental which is or could become, less than the Basic Rental from time to time due hereunder without Landlord's consent, and any such act shall be void and of no effect. Consent by Landlord to 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 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 assignedan event of default, or if hereinafter defined, should occur while the demised premises Demised Premises or any part thereof is then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may at its option collect directly from such assignee or sublessee all rents becoming due to Tenant under such assignment or sublease and apply such rent against any such sums due to Landlord by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublessee to make such payments of rent directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or sublessee shall be underlet construed to constitute a novation or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent a release of tenant or any guarantor of Tenant from the performance of its obligations hereunder. Receipt by Landlord of rent or additional payments from any assignee, undertenant sublessee or occupant, and apply occupant of the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection Demised 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 under this Lease. The receipt by Landlord from any such assignee or sublease obligated to make payments of rent or additional payments shall be a full and complete release, discharge, and acquittance to such assignee or sublessee to the further performance by Tenant extent of covenants any amount so paid to Landlord. Landlord is authorized and empowered, on behalf of Tenant, to endorse the part name of Tenant herein containedupon any check, draft, or other instrument payable to Tenant evidencing payment of rent or additional payments, or any part thereof, and to receive and apply the proceeds therefrom in accordance with the terms hereof. The Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or in the Demised Premises. b. If Tenant requests Landlord's consent by Landlord to an assignment of this Lease or underletting subletting of all or a part of the Demised Premises, it shall submit to Landlord, in writing, the name of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant, the term, use, rental rate and other particulars of the proposed subletting or assignment, including, without limitation, evidence satisfactory to Landlord that the proposed subtenant or assignee is financially responsible and will immediately occupy and thereafter use the Demised Premises (or any sublet portion thereof) for the remainder of the Lease Term (or for the entire term of the sublease, if shorter). Landlord shall have the option (to be exercised within thirty (30) days from submission of Tenant's written request) to cancel the applicable portion to be as of the commencement date stated in the above-mentioned subletting or assignment. If Landlord elects to cancel this Lease as stated, then the Lease Term, and the tenancy and occupancy of the Demised Premises by Tenant thereunder, shall cease, terminate, expire, and come to an end with respect to that portion of the Demised Premises so assigned or sublet as if the cancellation date were the original termination date of this Lease and Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder with respect to that portion of the Demised Premises so assigned or sublet. Thereafter Landlord may lease the Demised Premises or any other portion of the Building to the prospective subtenant or assignee without liability to Tenant. If Landlord does not in any way be construed to relieve Tenant from obtaining the express consent in writing thus cancel this Lease, other terms and provisions of subparagraph 10(a) hereof will apply. c. If Landlord consents to any further subletting or assignment by Tenant as hereinabove provided, and subsequently any rents received by Tenant under any such sublease are in excess of the rent payable by Tenant under this Lease, or underletting. In no event shall any permitted sublessee assign or encumber additional consideration is paid to Tenant by the assignee under such assignment, the Landlord may, at its option, either (i) declare such excess rents under any sublease or further sublet such additional consideration for an assignment to be due and payable by Tenant to Landlord as additional rent hereunder, or (ii) elect to cancel this Lease as provided in subparagraph 10(b) hereof. d. Landlord shall have the right to transfer, assign and convey, in whole or in part, the Building and any and 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 otherwiserights under this Lease, and paying in the event Landlord assigns its rights under this Lease, Landlord shall thereby be released from any other necessary sumsfurther obligations hereunder, and Tenant agrees to indemnify look solely to such successor in interest of the Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from for performance of such lien for brokerage services renderedobligations.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, pledge, mortgage or otherwise transfer or encumber this Lease, nor underlet, sublet all or suffer any part of the Premises or permit the demised premises same to be occupied or used by anyone other than Tenant or its employees or any subsidiary, parent or affiliated company of Tenant without Landlord's prior written approval, which Landlord agrees not unreasonably to withhold. It will not be unreasonable for Landlord to withhold consent if the reputation, financial responsibility, or business of a proposed assignee or subtenant is unsatisfactory to Landlord. Tenant's request for approval shall be in writing and contain the name, address and description of the business of the proposed assignee or subtenant, its most recent financial statement and other evidence of financial responsibility, its intended use of the Premises, and the terms and conditions of the proposed assignment or subletting. Within fifteen (15) days from receipt of such request, Landlord shall either: ▇. ▇▇▇▇▇ consent, or B. refuse consent, or C. require Tenant to execute an assignment or lease or sublease of Tenant's interest hereunder to Landlord or its designee upon the same terms and conditions as are contained herein, together with an assignment of Tenant's interest as sublessor in any such proposed sublease, or D. if the request is for consent to a proposed assignment of this Lease, terminate this Lease and the Term hereof effective as of the last day of the month in which the request was received. Each assignee or sublessee of Tenant's interest hereunder shall assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for all payments and for the due performance of all terms, covenants, conditions and provisions herein contained on Tenant's part thereof to be used observed and performed. No assignment shall be binding upon Landlord unless the assignee shall deliver to Landlord an instrument in recordable form containing a covenant or occupied assumption 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 but the failure or occupantrefusal of an assignee to execute the same shall not release assignee from its liability as set forth herein. Any assignment or subletting to any party other than an affiliate, subsidiary or parent company, shall terminate any right of Tenant (as may otherwise be provided for herein) to renew or extend the Term of this Lease or any right of expansion to new or additional space, and apply shall likewise terminate and render void and of no effect any prior exercise of any of the net amount collected rights enumerated above (except and only to the rent herein reserved, but no assignment, underletting, occupancy or collection extent that a renewal term is then in effect). Any consent by Landlord hereunder shall be deemed not constitute a waiver of strict future compliance by Tenant of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, this Section 25 or a release of Tenant from the further full performance by Tenant of covenants on any of the part of Tenant herein terms, covenants, provisions or conditions in this Lease 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 (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 shall not be unreasonably withheld or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Notwithstanding anything to the contrary contained herein, related to assignment, Landlord shall not unreasonably withhold its consent to any assignment of the Premises, provided that the proposed transferee: (1) has an equal or greater than net worth than Tenant and Guarantor; (2) has a good reputation in each instance. If the business community and is experienced in the operation of a retail business of the type allowed under this Lease be assignedLease; (3) will use the Premises for the Permitted Use and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Building; (4) will not use the Premises or Building in a manner” that would materially increase the insurance rates therefor; (5) is not a governmental entity, or subdivision or agency thereof; otherwise, Landlord may withhold its consent in its sole discretion. In 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 upon a fixed percentage or percentages of receipts or sales). In cases of any permitted 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 Tenant, at 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. Notwithstanding anything to the contrary contained in this Section, Landlord will not unreasonably withhold its consent to any proposed subtenant: (i) whose financial condition as determined by Landlord is greater than or equal to Tenant’s, (ii) who will use the Premises for a similar use as Tenant (iii) whose use will not and will not violate any covenant of covenants on any other leases in the part Building, (iv) who is not or has not been a prospect for any other space in the Building; and (v) who is a subsidiary or affiliate of Tenant herein containedthe Tenant. (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 consent option shall be exercised, if at all, by Landlord to an assignment or underletting shall not in any way be construed to relieve giving 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 written notice 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) business days thereafterfollowing Landlord’s receipt of Tenant’s written notice as required in Section 14.01 (a) above. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, 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; provided, however, that effective on such date Tenant shall pay Landlord all amounts, as estimated by Landlord, payable by Tenant to such date, with respect to taxes, insurance, repairs, maintenance and other obligations, costs or charges which are the responsibility of Tenant hereunder. Further, upon any such termination 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 termination date (in the same manner as if such termination date were the date originally fixed in this Lease for the expiration of the Term). If Landlord recaptures under this Section only a portion of the Premises. Tenant’s liability for said recapture space, and its rental payments due for said space, shall cease as of the date of said recapture and Tenant shall have no further liability for said space other than paying the direct transaction costs associated with the recapture space. Tenant shall not be responsible for any unamortized commissions or other costs associated with the ▇▇▇▇▇▇▇▇▇. Tenant shall at Tenant's ’s own cost and expense, discharge in full any unamortized commission obligation on the part of Landlord with respect to this Lease and any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant hereto and rented by filing Landlord to the bond required proposed tenant or any other tenant. In the event of the recapture of a portion of the Premises by lawLandlord pursuant to the terms of this paragraph, Tenant will split with the Landlord 50/50 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. Tenant and Landlord shall equally share the proceeds of all profits, if any, which result from a sublease or assignment of the Premises. In addition, Tenant shall have the right to sublease or assign the Premises to a parent, subsidiary, affiliate, or otherwise, and paying any other necessary sums, and division of Tenant agrees to indemnify Landlord and without Landlord’s prior written consent provided Tenant remains liable under all 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 the Lease.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, pledge, mortgage or otherwise transfer or encumber this Lease, nor underlet, sublet all or suffer any part of the Premises or permit the demised premises same to be occupied or used by anyone other than Tenant or its employees or any subsidiary, parent or affiliated company of Tenant without Landlord's prior written approval, which Landlord agrees not unreasonably to withhold. It will not be unreasonable for Landlord to withhold consent if the reputation, financial responsibility, or business of a proposed assignee or subtenant is unsatisfactory to Landlord. Tenant's request for approval shall be in writing and contain the name, address and description of the business of the proposed assignee or subtenant, its most recent financial statement and other evidence of financial responsibility, its intended use of the Premises, and the terms and conditions of the proposed assignment or subletting. Within fifteen (15) days from receipt of such request, Landlord shall either: ▇. ▇▇▇▇▇ consent, or B. refuse consent, or C. require Tenant to execute an assignment or lease or sublease of Tenant's interest hereunder to Landlord or its designee upon the same terms and conditions as are contained herein, together with an assignment of Tenant's interest as sublessor in any such proposed sublease, or D. if the request is for consent to a proposed assignment of this Lease, terminate this Lease and the Term hereof effective as of the last day of the month in which the request was received. Each assignee or sublessee of Tenant's interest hereunder shall assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for all payments and for the due performance of all terms, covenants, conditions and provisions herein contained on Tenant's part thereof to be used observed and performed. No assignment shall be binding upon Landlord unless the assignee shall deliver to Landlord an instrument in recordable form containing a covenant or occupied assumption 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 but the failure or occupantrefusal of an assignee to execute the same shall not release assignee from its liability as set forth herein. Any assignment or subletting shall terminate any right in Tenant (as may otherwise be provided for herein) to renew or extend the Term of this Lease or any right of expansion to new or additional space, and apply shall likewise terminate and render void and of no effect any prior exercise of any of the net amount collected rights enumerated above (except and only to the rent herein reserved, but no assignment, underletting, occupancy or collection extent that a renewal term is then in effect). Any consent by Landlord hereunder shall be deemed not constitute a waiver of strict future compliance by Tenant of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, this Section 25 or a release of Tenant from the further full performance by Tenant of covenants on any of the part of Tenant herein terms, covenants, provisions or conditions in this Lease 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 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 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 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 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 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 twenty (1020) days thereafterafter Tenant's receipt of notice thereof, 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 form 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, transfer, mortgage or encumber pledge this Lease, nor underlet, Lease or grant a security interest in Tenant's rights hereunder or sublease all or any part of the Premises or suffer or permit this Lease or the demised premises leasehold estate hereby created or any part thereof other rights arising under this Lease to be used assigned, transferred or occupied by othersencumbered, in whole or in part, without the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed. Any attempted assignment, transfer, mortgage, pledge, grant of security interest, sublease or other encumbrance, except with prior written approval thereof from Landlord, shall be void. No assignment, transfer, mortgage, grant of security interest, Sublease or other encumbrance, whether or not approved, and no indulgence granted by Landlord to any assignee or sublessee, shall in each instance. If this Lease 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. Notwithstanding the foregoing, the acceptance Tenant may enter into any 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 following transfers without 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 of Landlord: (a) Tenant may sublease all or part of the Premises or assign its interest in each instance. A modificationthis Lease to any corporation which controls, amendment is controlled by, or extension is under common control with the original Tenant to this Lease by means of an ownership interest of more than 50%; (b) Tenant may assign its interest in this Lease to a sublease shall corporation which results from a merger, consolidation or other reorganization in which Tenant is not the surviving corporation; (c) Tenant may assign this Lease to a corporation which purchases or otherwise acquires all or substantially all of the assets of Tenant; and (d) Tenant may mortgage and/or pledge this Lease and the leasehold estate created hereby to The First National Bank of Boston, as Collateral Agent for a syndicate of lenders under that certain Revolving Credit and Term Loan Agreement to 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 entered into with Tenant, whether or pursuant to which such lenders have agreed to make revolving credit loans and term loans to Tenant in an aggregate amount 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 renderedexceed $43,000,000.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 11.01. Tenant shall not assign, mortgage or encumber this Lease, its interest hereunder or the estate granted hereby, nor underlet, sublet 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 in each instance. 11.02. If Tenant should assign its interest in this Lease be assignedLease, or if the demised premises all or any part thereof of the Demised Premises be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant under-tenant or occupant, as the case may be, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance of the assignee, undertenant under-tenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedcontained herein. The consent by Landlord to an any assignment or underletting shall not in any way be construed to relieve Tenant Tenant, or any assignee or subtenant, as the case may be, from obtaining the express consent in writing of Landlord to any further assignment or underlettingunderletting in accordance with and subject to the further provisions of this Article XI. 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. 11.03. A modificationIf Tenant shall desire to assign this Lease, amendment or extension to sublet the Demised Premises, it shall no later than sixty (60) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may request. Landlord may then, by notice to such effect given to Tenant within thirty (30) days after either the receipt of Tenant's request for consent or the receipt of such further information as Landlord may request pursuant to this Section 11.03 above, whichever is later,terminate this Lease on a date to be specified in said notice (hereinafter, the "Termination Date") which date shall be not earlier than one (1) day before the effective date of the proposed assignment or subletting nor later than sixty-one (61) days after said effective date. Tenant shall then vacate and surrender the Demised Premises on or before the Termination Date and the Term of this Lease shall end on the Termination Date as if that were the Expiration Date. Landlord shall be free to, and shall have no liability to Tenant if Landlord should, Lease all or any part of the Demised Premises to Tenant's prospective assignee or subtenant. 11.04. If Landlord shall not exercise its option to terminate this Lease pursuant to Section 11.03 above, Landlord shall not unreasonably withhold its consent to the proposed assignment or subletting referred to in Tenant's notice given pursuant to said Section, provided that the following further conditions shall be fulfilled: (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 less than the prevailing rental for space in the Building; (2) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default; (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 in keeping with the standards in such respect of the other tenancies in the Building; (4) Landlord does not or in Landlord's reasonable judgment will not have, within six (6) months after the date of said Tenant's notice, comparable space available for the proposed subtenant or assignee in the Building, the proposed assignee or subtenant shall not then be a tenant, subtenant or assignee of any space in the Building other than of space included in the Demised Premises nor shall the proposed assignee or sublessee be a person or entity with whom Landlord is then negotiating to lease space in the Building; (5) The proposed use of the Demised Premises by the proposed assignee or subtenant shall not (a) be likely to increase Landlord's operating expenses beyond that which would be incurred for use of other tenancies in the Building, or (b) increase the burden on existing cleaning services or elevators over the burden prior to such proposed subletting or assignment, or (c) be inconsistent with the Permitted Use. (6) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less that two (2) years before the Expiration Date; (7) No subletting shall be for less than one-half of the floor space of the entire Demised Premises; (8) Tenant shall reimburse Landlord on demand for any costs 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 reasonable legal costs incurred in connection with the granting of any requested consent; (9) The form of the proposed sublease shall be deemed in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article; (10) 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 the Building; (ii) is limited to a use which is for executive and general offices, and (iii) will not violate any negative covenant as to use contained in any other lease of space in the same form Building; (iv) will not materially increase the density of use by way of an increase in employees, customers and/or invitees such that the density of use is increased to a part level which is not in keeping with the then average density of the remaining tenants in the Building at that time; (11) The proposed assignee or subtenant shall not be: a government or any subdivision or agency thereof; medical offices; a school, college, university or educational institution of any type, whether for brokerage services claimed profit or non-profit; an employment or recruitment agency; a travel agency; or a messenger service. (12) Tenant shall have complied with the provisions of Section 11.03 and Landlord shall not have exercised its option to terminate under said Section 11.03 within the time permitted therefor. 11.05. Every subletting hereunder is subject to the express condition, and by accepting a sublease hereunder each subtenant shall be conclusively deemed to have been performed for agreed, that if this Lease should be terminated prior to the Expiration Date or if Landlord should succeed to Tenant's estate in the Demised Premises, whether then at Landlord's election the subtenant shall either surrender the Demised Premises to Landlord within sixty (60) days of Landlord's request therefor, or not actually performed, attorn to and recognize Landlord as the same subtenant's landlord under the sublease and the subtenant shall promptly execute and deliver any instrument Landlord may request to evidence such attornment. 11.06. Tenant shall furnish Landlord with a counterpart (which may be discharged by Tenant a reproduced copy) of each sublease or assignment made hereunder within ten (10) days thereafterafter the date of its execution. 11.07. Notwithstanding any assignment and assumption by the assignee of all or any part of the obligations of Tenant hereunder, at Tenant herein named, and each immediate or remote successor in interest of Tenant named herein, shall remain liable jointly and severally (as a primary obligor) with its assignee and all subsequent assignees for the performance of Tenant's expenseobligations hereunder, and, without limiting the generality of the foregoing, shall remain 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. 11.08. 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, shall execute and deliver to Landlord an agreement, in recordable form, whereby such assignee agrees unconditionally to be personally bound by and to perform all of the obligations of Tenant hereunder 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. 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. 11.09. If Tenant shall assign or sublet the Demised Premises to anyone for rents which for any period shall exceed the Base Rent and Additional Rent payable under this Lease for the same period, Tenant shall pay Landlord, as Additional Rent hereunder, (i) in the case of an assignment, the amount of all monies, if any, which assignee has agreed to and does pay to Tenant in consideration of making the assignment less, however all reasonable out-of-pocket costs actually incurred by Tenant in connection with the making of such assignment, including but not limited to any brokerage fees, legal fees and alteration costs, and (ii) in the case of a sublet, the amount of any rents, additional charges or other consideration payable under the sublease to Tenant by the sublessee which is in excess of the Base Rent and Additional Rent accruing during the term of the sublease allocable to that portion of the Demised Premises affected by the sublease pursuant to the terms hereof, plus the amounts, if any, payable by such sublessee to Tenant pursuant to any side agreement as consideration (partial or otherwise) for Tenant making such subletting, less, however, all reasonable out-of-pocket costs actually incurred by Tenant in connection with the making of the sublease such as brokerage fees, legal fees and alteration costs. The sums payable under this Section 11.09 shall be paid to Landlord as Additional Rent as and when payable by the subtenant to Tenant. 11.10. Any transfer, by filing the bond required by law, operation of law or otherwise, of Tenant's interest 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. If there has been a previous transfer of less than a fifty (50%) percent interest in Tenant, then any simultaneous or subsequent transfer of an interest in Tenant which, when added to the total percentage interest previously transferred, total a transfer of greater than a fifty (50%) percent interest in Tenant, shall be deemed an assignment of Tenant's interest in this Lease within the meaning of this Article. 11.11. Notwithstanding the provisions of Section 11.04 hereof, if Tenant is a corporation, Tenant shall have the right, without the consent of Landlord, to assign its interest in this Lease to a parent, subsidiary or affiliate of Tenant or any corporation which is a successor to Tenant either by merger or consolidation, or in connection with the transfer of all of the business and paying assets of the Tenant or a public offering of Tenant's stock provided that the successor shall have a tangible net worth, determined in accordance with generally accepted accounting standards, at least equal to the tangible net worth of Tenant at the time of the transaction. No such assignment shall be valid unless, within ten (10) days prior to the effective date thereof, Tenant shall deliver to Landlord (i) a duplicate original instrument of assignment in form and substance satisfactory to Landlord, duly executed by Tenant, (ii) an instrument in form and substance satisfactory to Landlord, duly executed by the assignee, in which such assignee shall assume observance and performance of and to be personally bound by, all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. 11.12. In the event that (i) Landlord fails to exercise any other necessary sumsof its options under this Article and (ii) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within forty-five (45) days after the giving of such consent, then, Tenant shall again comply with all of the provisions and Tenant agrees to indemnify Landlord and conditions of this Article before assigning its agents and hold them harmless from and against any and all claims, losses interest in this Lease or liability resulting from such lien for brokerage services renderedsubletting the Demised Premises.

Assignment and Subletting. Tenant(a) Subtenant shall not, 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 sell, mortgage, pledge or encumber in any manner transfer this Lease, nor underletSublease or any interest therein, or suffer or permit sub-sublet any portion of the demised premises or any part thereof to be used or occupied by othersSubleased Premises, without the prior written consent of Sublandlord (which shall not be unreasonably withheld or delayed) and Prime Landlord in each instance, and otherwise required in accordance with the provisions of Article 11 of the Prime Lease. To the extent the rentals or income derived from any sublease or assignment exceed the rentals due hereunder, one hundred percent (100%) of such excess rentals and income shall be paid to Sublandlord after Subtenant deducts its reasonable out of pocket costs incurred in connection with such sublease or assignment, including, without limitation, leasing commissions, leasehold improvements, costs and allowances and legal fees, to the extent the rent payable by the proposed transferee equals the rent being paid by Sublandlord under the Master Lease. Thereafter, any excess rentals and income shall be shared by the parties on a 50%/50% basis. (b) If this Lease Sublease shall be assigned, assigned or if the demised premises Subleased Premises or any part portion thereof shall be underlet sublet or occupied by anybody any person(s) other than Tenantthe original Subtenant named herein, Landlord may, after default by Tenant, then Sublandlord may collect rent from the any such assignee, undertenant subtenant or occupant, and apply the net amount amounts collected to the rent herein reservedRent payable pursuant to this Sublease, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of any of the provisions hereofof this Paragraph, the an acceptance of the assignee, undertenant subtenant or occupant as tenantsubtenant hereunder, or a release of Tenant any person from the further performance by Tenant such person of covenants on the part obligations of Tenant herein containedSubtenant under this Sublease. 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 Sublandlord and Prime Landlord to any further assignment, mortgage, pledge, encumbrance, transfer or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment, mortgage, pledge, encumbrance, transfer or subletting. No such assignment or underletting. In no event subletting 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 cause Subtenant to be used released from its obligations under this Sublease unless expressly agreed to in writing by Sublandlord. Any proposed assignment or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease subletting shall be deemed a subleasesubject to the restrictions regarding assignment and subletting contained in the Prime Lease and the rights of Prime Landlord thereunder. if any lien is filed against the demised premises or the building For avoidance of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performeddoubt, the same provisions of Section 11 of the Prime Lease regarding Permitted Transfers shall be discharged apply to any Permitted Transfer 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 renderedSubtenant.

Assignment and Subletting. 9.1 Tenant shall 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. In the event Tenant desires to sublet, for itselfor permit such occupancy of, its heirsthe Premises, distributeesor any portion thereof, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber assign this Lease, nor underletTenant shall give written notice thereof to Landlord at least thirty (30) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or suffer assignee and the relevant terms of any sublease or permit assignment. 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 demised premises payment of the rent specified in this Lease 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, if the Premises or any part thereof of them are then assigned or sublet, Landlord, in addition to be used or occupied by others, without the prior written consent of Landlord any other remedies provided in each instance. If this Lease be assignedor provided by law, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, 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 of Tenant’s obligations under this Lease. 9.3 In the event that Tenant sells, sublets, assigns or transfers this Lease to any Non-Affiliate (as hereinafter defined), Tenant shall pay to Landlord as additional rent an amount equal to fifty percent (50%) of any Increased Rent (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 receives 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 after deducting all of covenants on Tenant's reasonable costs directly related to such sublease or assignment and the part marketing thereof including, without limitation, brokerage commissions, reasonable legal fees, TI Work or allowances, free rent, and other such concessions, costs and expenses. For purposes of the foregoing, any consideration received by Tenant herein contained. The consent in form other than cash shall be valued at its fair market value as determined 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 renderedgood faith.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not voluntarily, involuntarily, or by operation of law, assign, transfer, mortgage or otherwise encumber (herein collectively referred to as an "assignment") this LeaseLease or any interest of Tenant herein, in whole or in part, nor underletsublet the whole or any part of the Demised Premises, or suffer or nor permit the demised premises Demised Premises or any part thereof to be used or occupied by others, without first obtaining in each and every instance the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant shall have the right without the consent of Landlord in each instanceto assign this lease to a lending institution of equal or better asset size. If this Lease or any interest of Tenant herein be assigned, assigned or if the demised premises whole 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 Demised Premises be sublet 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 after having obtained Landlord's prior written consent thereto, Tenant shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Tenant, and Tenant shall not be released therefrom in each instance. A modificationany manner, amendment excepting only an assignment to a lending institution as described above whereupon following such assignment by Tenant and the assumption of this Lease by the said lending institution, Tenant shall be released from its liabilities under this Lease. (b) If at any time during the term of this Lease any part or extension all of the corporate shares of Tenant, or of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building parent corporation of which the same form Tenant is a part for brokerage services claimed to have been performed for Tenantdirect or indirect subsidiary, whether or not actually performed, the same shall be discharged transferred by sale, assignment, bequest, inheritance, operation of law or other disposition so as to result in a change in the present affective voting control of Tenant within ten (10) days thereafteror of such parent corporation by the person or persons owning or controlling a majority of the shares of Tenant or of such parent corporation on the date of this Lease, at Tenant's expense, by filing the bond required by law, or otherwiseTenant shall promptly notify Landlord in writing of such change, and paying any other necessary sumssuch change in voting control shall constitute an assignment of this Lease for all purposes of this Section; provided, and however, that this provision shall not apply in the event that over fifty (50%) percent of the voting power of the Tenant agrees corporation or of such parent corporation is held by fifty (50) or more unrelated shareholders or distributors 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 renderednumber of unrelated shareholders in a public distribution of securities.

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, conditioned 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 one or more proposed sublettings (together with any prior sublettings) of twenty percent (20%) or more of the Premises in the aggregate for a period constituting the all or substantially all of the remainder of the Term (exclusive of any extension term), 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 any way be construed full force and effect; provided, however, Tenant’s failure to relieve Tenant from obtaining the express consent in writing of Landlord to any further rescind its 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 subleasewaiver of such rescission right by Tenant. 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 any lien is filed against that date had been originally fixed in this Lease for the demised premises or expiration of the building 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 abate proportionately based on the proportion by which the same form approximate square fo▇▇▇▇▇ 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 outstanding commission obligation which may be due and owing as a part for brokerage services claimed to have been performed for Tenantresult of any proposed assignment or subletting, 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 (excluding an assignment, sublease or other transaction as permitted by Section 9.8), Tenant shall pay to Landlord as additional rent an amount equal to seventy five percent (75%) 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 for leasing commissions and tenant improvements in connection with such sublease, assignment or other transfer (10) days thereafterexcluding therefrom, at Tenant's expensehowever, by filing the bond required by law, any costs or otherwise, and paying expenses attributable to 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 renderedvacancy factor).

Assignment and Subletting. Tenant8.1 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 in each instancethe manner hereinafter provided. If this Lease As indicated in, and subject to, Section 8.4 below, Landlord's consent shall not be assignedunreasonably withheld, conditioned or delayed. Tenant shall not modify, extend, 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 amend a sublease previously consented 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 without 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 thereto. 8.2 An assignment of a sublease 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 occurred (a) if, in a single transaction or in a series of transactions, a more than 50% 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 actually performedbe included in the calculation of such 50% interest in clause (a) above. 8.3 Notwithstanding anything to the contrary in Section 8.1, Tenant shall have the same shall be discharged right, upon 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 within ten or is under common control with Tenant; or (10b) days thereafter, at assign this Lease to a successor corporation into which or with which Tenant is merged or consolidated or which acquired substantially all of Tenant's expenseassets and property; provided that (i) such successor corporation assumes substantially all of the obligations and liabilities of Tenant and shall have assets, capitalization and net worth at least sufficient to perform the obligations of Tenant under this Lease, accounting for the obligations assumed by filing the bond required by law, or otherwisesuch successor in such transaction, and paying (ii) Tenant shall provide in its notice to Landlord the information required in Section 8.4. No such transaction shall operate to release Tenant from any other necessary sums, liability under this Lease. For the purpose hereof "control" shall mean ownership of not less than 50% of all the voting stock or legal and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses equitable interest in such corporation or liability resulting from such lien for brokerage services renderedentity.

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, conditioned 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 forty five (45) days but no more than one hundred eighty (180) 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 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 containedone or more proposed subletting or assignments (together with any prior subletting or assignments) of fifty percent (50%) or more of the Premises in the aggregate, to recapture the portion of the Premises to be sublet or assigned, 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 assignment or underletting Tenant within thirty (30) days following Landlord’s receipt of Tenant’s written notice as required above. If this Lease shall not be terminated with respect to the entire Premises pursuant to this Section, the Term of this Lease shall end on the date stated in any way be construed to relieve Tenant from obtaining Tenant’s notice as the express consent in writing effective date of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its the sublease or further sublet all or any assignment as if that dates had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of its sublet spacethe Premises, 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 Lease shall be deemed a sublease. if any lien is filed against cancelled as of the demised premises or effective date of such recapture as to the building portion of the Premises so recaptured, and the rent to be paid from time to time during the unexposed Term shall ▇▇▇▇▇ proportionately based on the proportion by which the same form 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; provided, however, notwithstanding such recapture and cancellation, Tenant shall remain liable for all liabilities and obligations which accrued prior to such cancellation but remain unpaid or unfulfilled. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission which may be due and owing as a part for brokerage services claimed to have been performed for Tenantresult of any proposed assignment or subletting, 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. Notwithstanding the foregoing, the same recapture right contained in this Section 9.3 shall not apply to a proposed sublease or assignment to a Qualified Tenant Affiliate (as hereinafter defined). 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 fifty percent (50%) of any Increased Rent (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 another 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; provided, however, the Tenant shall be discharged entitled to deduct from such excess rental or other consideration paid to Tenant prior to such payment to Landlord the monthly portion of the following costs incurred by Tenant within ten in actually securing such assignment or sublease, amortized over the first (101st) days thereafteryear of the term of any such sublease, at Tenant's expense, by filing the bond required by lawassignment, or otherwiseother transfer: customary brokerage fees, reasonable advertising or other bona-fide marketing costs, reasonable legal fees and paying expenses, other economic concessions granted to such assignee or subtenant which are comparable for similar transactions between comparable parties; and reasonable expenses for any other necessary sums, and improvements to be constructed in such assigned or subleased space. Tenant agrees shall not be entitled to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting deduct from such lien for brokerage services renderedexcess rental any costs or expenses attributable to any vacancy periods. 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. Notwithstanding the foregoing, the provisions of this Section 9.4 shall not apply to a proposed sublease or assignment to a Qualified Tenant Affiliate.

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 underletlease, 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, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant’s interest in this lease (after deduction of the reasonable costs of said subletting or assignment, including but not limited to demising costs, free rent, leasing commissions, subtenant allowances, etc.) shall be paid one-half to Landlord and one-half to Tenant, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in each instancewriting. If Any assignment, subletting or other transfer of Tenant’s interest in this Lease shall be assignedfor an amount not less than eighty percent (80%) of the rate for similar space within the Development then being quoted by Landlord to the public. These covenants shall run with the land and shall bind Tenant and Tenant’s heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or 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, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. 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, as 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 occupantfor Tenant 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 11 U.S.C. 101 et seq., 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 (10The “Bankruptcy Code”) 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 the 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, Tenant agrees for itself, itself and its heirs, distributees, executors, administrators, legal representatives, permitted successors and assigns, expressly covenants assigns in interest hereunder that it shall not assignwill not: (i) assign or otherwise transfer, mortgage or otherwise encumber this Lease, nor underlet, Lease or suffer or permit any of its rights hereunder; (ii) sublet the demised premises Leased Premises or any part thereof or permit the occupancy or use of the Leased Premises or any part thereof by any person other than Tenant; and/or (iii) permit the assignment or other transfer of this Lease or any of Tenant's rights hereunder or more than 49% of the ownership interest in Tenant (whether in one or more assignments or transfers totaling more than 49% in the aggregate) by operation of law or otherwise (each of the events referred to be used or occupied by othersin the foregoing clauses (i), (ii) and (iii) being hereinafter referred to as a "Transfer"), without the prior written consent of Landlord in each instanceinstance first obtained, which consent may be given or withheld in Landlord’s sole discretion. If this Lease Any consent given shall not constitute a consent to any subsequent Transfer. Any attempted Transfer without Landlord's consent shall be assignednull and void and shall not confer any rights upon any purported transferee, assignee, mortgagee, sublessee, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenantoccupant. No Transfer, Landlord mayregardless of whether Landlord's consent has been granted, 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 to release Tenant from any of its obligations hereunder or to alter, impair or release the obligations of any person guaranteeing the obligations of Tenant hereunder. A Transfer shall be deemed to include any Transfer by sale, assignment, bequest, inheritance, operation of law, or other disposition of partnership interests or corporate shares or assets. Notwithstanding anything contained herein to the contrary, Landlord shall not be required to consider or review any Transfer request unless each such request by Tenant is accompanied by a waiver nonrefundable fee payable to Landlord in the amount of One Thousand and 00/100 Dollars ($1,000.00) to cover Landlord's administrative, legal and other costs and expenses incurred in processing each of Tenant's Transfer requests. Neither Tenant's payment nor Landlord's acceptance of such a fee shall be construed to impose any obligation whatsoever upon Landlord to consent to Tenant's Transfer request. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to a sublet or assignment of this Lease by Tenant provided that: (a) Tenant shall provide Landlord with reasonable financial information for Landlord to determine, in its reasonable discretion, whether such entity has a financial capacity and net worth sufficient to comply with the terms of this Lease; (b) such proposed subtenant or assignee shall continue to use the Leased Premises for general office use; (c) Landlord reasonably determines that the nature of the provisions hereofproposed subtenant's or assignee's business is appropriate for a first class office building; (d) such business shall not interfere with any existing exclusive uses within the Property; (e) Tenant is not in default, the acceptance of the assigneebeyond applicable grace and cure periods, undertenant or occupant as tenantif any, under any terms, covenants, or conditions of this Lease at the time the sublet or assignment is requested or consummated; and (f) such proposed sublet or assignment will not, in Landlord's reasonable determination, result in a release significantly increased demand for parking spaces at the Property. Other than as specifically provided in this section, Tenant shall not encumber this Lease in any way nor shall Tenant assign, or permit the assignment of, any of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedits rights under this Lease. The consent Consent by Landlord to an any assignment or underletting subletting shall not in any way be construed deemed to relieve release Tenant from obtaining any of its obligations hereunder or to alter, impair or release the express consent obligations of any person or entity guaranteeing the obligations of Tenant hereunder. Notwithstanding anything to the contrary contained in writing this Section 12, Tenant may assign this Lease or sublet the Leased Premsies for any 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 the then-remaining portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, unexpired lease term (without Landlord's consent, but upon thirty (30) days' prior written notice to Landlord) to (a) any parent, subsidiary or affiliate corporation, limited liability company or other entity of Tenant, (b) the surviving corporation, limited liability company or other entity in connection with a merger or consolidation of Tenant or any of its subsidiaries or parents, or (c) a purchaser of all or substantially all of the assets of Tenant or the stock of Tenant, provided that in either case, mentioned in this subsection (c): (i) the net worth of the assignee or sublessee shall not be less than the lesser or (A) the net worth of Tenant as of the date of this Lease, or (B) the net worth that a Landlord would reasonably require of the new tenant, taking into account the Tenant’s continued liability under this Lease (as evidenced by certified financial statements of such assignee or sublessee, delivered to Landlord simultaneously with Tenant's request for consent to so assign or sublet); (ii) such assignee or sublessee shall continue to operate the business in each instance. A modificationthe Premises in accordance with the Permitted Use and pursuant to all of the terms and provisions of this Lease; (iii) the tenant to which the Premises were initially leased shall continue to remain liable under this Lease for the performance of all terms, amendment including, but not limited to, the payment of rent and any other sums due under this Lease; (iv) Tenant shall not be in default (beyond applicable cure periods, if any) of any of the terms and provisions of this Lease on the effective date of such assignment, and (v) such assignee or extension of a sublease sublessee shall be deemed a sublease. if any lien is filed against of good reputation and have prior experience in the demised premises or business of it intends to conduct in 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 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, which consent may be withheld or conditioned by Landlord in each instanceits sole discretion, either voluntarily, or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Premises, or any portion thereof. In determining whether (or not) to grant its consent, Landlord shall have the right to request from any potential assignee or subtenant such financial and operational information as Landlord shall determine in order to reasonably satisfy itself that a potential assignee or subtenant and guarantor(s) have suitable experience and financial strength. If this Lease be assignedTenant, having first obtained ▇▇▇▇▇▇▇▇'s consent to any assignment or sublease, or if Tenant, as debtor or debtor-in-possession, or a trustee in bankruptcy for Tenant pursuing Bankruptcy Code, shall assign this Lease or sublet the demised premises Premises, or any part thereof, at a rental or for other consideration in excess of the Rent or pro rata portion thereof due and payable by Tenant, and/or any Guarantor if Tenant, under this Lease, then Tenant, shall pay to Landlord as additional rent 100% of any such rent or other consideration immediately upon receipt under any such assignments or, in the case of a sublease, Tenant, and/or any Guarantor of Tenant, shall provide Landlord with a copy of the Sublease Agreement and on the first day of each month during the term of any sublease, 100% of all rent and other consideration due from the sub tenant for such month then payable to Landlord pursuant to the provisions of this Lease for said month; provided, however Landlord shall not be responsible for any deficiency if Tenant, and/or any Guarantor of Tenant, shall assign this Lease or sublet the Premises or any part thereof any rental less than the Base Annual Rent provided for herein. Consent to one assignment, subletting, occupation or use by any other person shall not be underlet deemed to be consent to any subsequent assignment, subletting, occupation or occupied use by anybody other than another person. Consent to any such assignment or subletting shall in no way relieve Tenant or any Guarantor of any liability under this Lease. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. In the event that Landlord shall consent to a sublease or assignment hereunder, Tenant, Landlord may, after default by and/or any Guarantor of Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected shall pay Landlord a fee of One Thousand Dollars ($1,000.00) 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 cover costs incurred by Landlord in connection with the processing of documents necessary to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing giving 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 renderedconsent.

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 shall have the right, without Landlord's consent, to assign this Lease in its entirety, or to sublet all or any part of the Premises to (a) a subsidiary or affiliate of Tenant; (b) any partnership succeeding to the business and assets of Tenant; or (c) a successor entity created by merger, reorganization, recapitalization, or acquisition. For purposes of this Section, the word "affiliate" shall mean an entity, directly or indirectly, through one or more intermediaries, controlled by Tenant or under common control with Tenant, for itselfor by Tenant's parent company. Except as set forth above, its heirsTenant shall not, distributeesvoluntarily, executorsby operation of law, administratorsor otherwise, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage transfer, mortgage, pledge, or encumber this Lease, nor underletLease or sublease the Leased Premises or any part thereof, or suffer any person other than Tenant, its employees, agents, servants and invitees to occupy or permit use the demised premises Leased Premises or any part portion thereof to be used or occupied by others, without the express prior written consent of Landlord which consent shall not be unreasonably withheld; provided, however, any such assignee or sublessee must be creditworthy, must use the Leased Premises for the specific uses set forth in each instanceArticle 4, must not be a type a type or class of tenant that would reduce the value of the Project as a first class office building project, and Landlord shall not be required to give its consent to a sublease or assignment that would result in a breach by Landlord of any of its lease obligations to other tenants. Any attempt to do any of the foregoing without such written consent shall be null and void and of no effect, and shall further constitute a default under this Lease. If this Lease Tenant so requests Landlord's consent, said request shall be assignedin writing specifying the identity of the proposed transferee, the duration of said desired sublease or if assignment, the demised premises date same is to occur, the exact location of the space affected thereby and the proposed rentals on a square foot basis chargeable thereunder, and shall be submitted to Landlord at least fifteen (15) days in advance of the date on which Tenant desires to make such assignment or any part thereof be underlet sublease or occupied by anybody other than Tenant, allow such occupancy or use. Upon such request Landlord may, after default by Tenantin its reasonable discretion, collect rent from the assignee, undertenant or occupant, and apply the net amount collected (a) grant such consent subject to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance Landlord's approval of the assignee, undertenant or occupant as tenanttransferee, subtenant, 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 mortgagee, or underletting (b) deny such consent, which denial shall not in any way be construed to relieve effective unless Landlord provides Tenant from obtaining with a written explanation of the express reason(s). If Landlord does not give such 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 thereafterof the date such consent is requested, at Tenantthen Landlord's expense, by filing consent shall be deemed to have been granted. In no event may Tenant assign this Lease or sublease the bond required by lawLeased Premises or any portion thereof to any party whose operations in the Project would not be in keeping with, or otherwisewould detract from, and paying the operations of other tenants in the Project. In any other necessary sumssituation in which Landlord consents to an assignment or sublease hereunder, and Tenant agrees shall promptly deliver to indemnify Landlord and its agents and hold them harmless from and against any a fully executed copy of the final sublease agreement or assignment instrument and all claimsancillary agreements relating thereto. No assignment shall be effective unless the assignee has agreed within the assignment instrument to assume the obligations of Tenant hereunder and to be personally bound by all of the covenants, losses terms and conditions hereof on the part of Tenant to be performed or liability resulting from such lien for brokerage services renderedobserved 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 (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. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it The LESSEE shall not assignassign or sublet the whole or any portion of the Premises without LESSOR'S prior written consent, mortgage which consent shall be at the sole discretion of LESSOR. Any increase in the rent resulting from the permitted subletting will be due and payable to the LESSOR. The foregoing restrictions shall not be applicable to any assignment of this Lease or encumber this Lease, nor underleta subletting of the Premises by LESSEE to a subsidiary wholly-owned by LESSEE, or suffer controlling operation, the stock in which is wholly-owned by the stockholders of LESSEE. It shall be a condition of the validity of any assignment, whether with the consent of ▇▇▇▇▇▇ or permit to a subsidiary or controlling corporation, that the demised premises or any part thereof assignee agrees directly with ▇▇▇▇▇▇, to be used or occupied bound by othersall the obligations of LESSEE hereunder including, without limitation, the prior written consent of Landlord in each instancecovenant against further assignment and subletting. No assignment or subletting shall relieve LESSEE from its obligations hereunder and LESSEE shall remain fully and primarily liable therefor. If this Lease shall be assigned, or if the demised premises Premises or any part portion thereof shall be underlet sublet or occupied by anybody anyone other than TenantLESSEE, Landlord LESSOR may, after default by Tenantat any time and from time to time, collect rent and other charges from the assignee, undertenant sublessee or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance of the assignee, undertenant sublessee or occupant as tenanta lessee, 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 LESSEE or underletting shall not in any way be construed to relieve Tenant successor from obtaining the express consent in writing of Landlord ▇▇▇▇▇▇, to any further assignment or underlettingsubletting. In No assignment or subletting and no event use of the Premises by a subsidiary wholly-owned by LESSEE or controlling corporation of LESSEE shall affect permitted uses. Notwithstanding the provisions of the above, any permitted proposed assignee or sublessee submitted to the LESSOR for approval must have the same or greater financial strength as LESSEE. If ▇▇▇▇▇▇ shall request permission to assign this Lease or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space Premises or any part thereof to any person other than a subsidiary wholly-owned by LESSEE or controlling corporation, the stock of which is wholly-owned by the stockholders of LESSEE, LESSEE shall, together with such request for consent thereto, inform LESSOR of the rental and other amounts to be used paid by such assignee or occupied sublessee, the term of any subletting and the financial information required by othersLESSOR to make the determination required by the first sentence of this paragraph. LESSOR shall have the right to terminate this Lease, without Landlord's prior written provided that LESSOR shall exercise such right within forty-five (45) days of its receipt of LESSEE'S request for such consent and provided further, that LESSEE shall have the right to withdraw its request for such consent within fifteen (15) days after its receipt of such notice from LESSOR, in each instancewhich event such notice of termination shall become null and void. A modification, amendment or extension of a sublease If this Lease shall be deemed a subleaseterminated pursuant to the provisions of the immediately preceding sentence, such termination shall become effective upon the last day of the calendar month next following ▇▇▇▇▇▇'S giving notice of termination. if any lien is filed against Upon ▇▇▇▇▇▇'S vacating the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for TenantPremises in accordance with this Lease, whether or not actually performed, the same LESSOR shall be discharged refund all unearned rent and other payments made 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 renderedLESSEE.

Assignment and Subletting. TenantSupplementing the provisions of Article 11, 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. modification and amplification thereof: A. If this Lease be assigned, whether or if not in violation of the provisions of this Lease, Owner, may collect rent from the assignee. If the demised premises or any part thereof be underlet sublet or be used or occupied by anybody anyone other than TenantTenant whether or not in violation of this Lease, Landlord 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 Article 11 or of this Article, 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, underletting or underletting use or occupancy by others shall not in any way be construed considered to relieve Tenant from obtaining the express consent in writing of Landlord Owner 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 or any portion of its sublet space, underletting or otherwise suffer use or permit the sublet space occupancy by others not expressly permitted by this Article. References in this Lease to use or any part thereof to be used or occupied occupancy by others, without Landlord's prior written consent 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. B. Any transfer by operation of law or otherwise, of Tenant’s interest in each instance. A modificationthis Lease or of any subtenant’s interest in a sublease hereunder, amendment or, unless Tenant or extension the subtenant is an entity the securities of which are registered under appropriate statutory authority and listed and traded on a national exchange, of a sublease 50% or greater interest in Tenant, or in a subtenant hereunder (whether stock, partnership interest or otherwise), in a single transaction or a related series of transactions, shall be deemed an assignment of this Lease within the meaning of Article 11 or an assignment of the sublease within the meaning of Article 46, as the case may be. (1) If Tenant shall desire to assign this Lease or to sublet the demised premises to anyone other than in connection with a Permitted Transfer (as hereinafter defined), Tenant shall submit to Owner a request for Owner’s consent to such assignment or subletting, which request shall contain or be accompanied by the following: (i) the name and address of the proposed assignee or subtenant; (ii) a description of Tenant’s improvements included therein; (iii) a fully executed counterpart of the proposed assignment or sublease. if any lien is filed against ; (iv) the nature and character of the business of the proposed assignee or subtenant and of its proposed use of the demised premises or part thereof; and (v) current financial information and any other information Owner may reasonably request with respect to the building proposed assignee or subtenant. (2) Upon receiving such request, Owner shall have the option, in the case of a proposed sublease to anyone other than in connection with a Permitted Transfer, to sublet from Tenant the demised premises for the term proposed and upon all the applicable covenants, agreements, terms, provisions and conditions contained in this Lease, at a rental rate with provisions for additional rent equal to the lesser of (i) as provided in this Lease; or (ii) as provided for in the proposed sublease. In the event Owner fails to exercise such option by notice to Tenant, in writing, given by certified mail, return receipt requested, within thirty (30) days after Owner’s receipt of the aforesaid request (and all required accompanying information) from Tenant, such option shall terminate with respect to the particular subletting as to which the same form a part for brokerage services claimed to consent shall have been performed requested by Tenant. If, however, said option is exercised, Owner, as such subtenant, shall have the right to further sublet the premises without the consent of Tenant and shall also have the right to make any change, alterations and improvements in the demised premises, provided, however, that if such sublease resulting from the exercise of such option shall terminate more than one (1) year prior to the end of the term of this Lease, Owner shall restore the demised premises to substantially their previous condition, reasonable wear and tear excepted. (3) Anything in this Article 46 contained to the contrary notwithstanding, Owner shall have the right, within thirty (30) days after receipt of Tenant’s request (and all required accompanying information) for consent to a proposed sublease or of an assignment of this Lease to anyone other than in connection with a Permitted Transfer, to notify Tenant, whether in writing, of its intention to recapture the demised premises as of the effective commencement date of the proposed sublease or not actually performedassignment and, in that event: (a) Tenant shall vacate and surrender to Owner the same demised premises as if said date were the date herein set forth as the termination date of this Lease; and (b) upon Tenant’s vacating and surrendering the demised premises, Owner and Tenant shall be discharged by Tenant within ten (10) days thereafterhave no further liability to each other as of said date, at Tenant's expenseexcept with respect to any unpaid accrued rent and/or additional rent and except with respect to any other obligation or matter which, by filing the bond required by lawterms of this Lease, 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 renderedsurvives the termination of this Lease.

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. 9.1 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, 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 thirty (30) 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 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. 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, 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 of 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 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 given by Landlord to 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 sublease, the termination notice shall 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 outstanding commission obligation which may be due and owing as a result of any proposed assignment or subletting, whether or not the 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 covenants 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 reasonable costs incurred by Tenant for leasing commissions and tenant improvements in connection with such sublease, assignment or other transfer. 9.5 Notwithstanding any other provision hereof, it shall be considered reasonable for Landlord to withhold its consent to any assignment of this Lease or sublease of any portion of the Premises if at the time of either Tenant’s notice of the proposed assignment or sublease or the proposed commencement date thereof, there shall exist any uncured default of Tenant or matter which will become a default of Tenant with passage of time unless cured, or if the proposed assignee or sublessee is an entity: (a) with which Landlord is already in negotiation; (b) is already an occupant of the Building unless Landlord is unable to provide the amount of space required by such occupant; (c) is a governmental agency; (d) is incompatible with the character of occupancy of the Building; (e) with which the payment for the sublease or assignment is determined in whole or in part based upon its net income or profits; or (f) would subject the Premises to a use which would: (i) involve increased personnel or wear upon the Building; (ii) violate any exclusive right granted to another tenant of the Building; (iii) require any addition to or modification of the Premises or the Building in order to comply with building code or other governmental requirements; or, (iv) involve a violation of Section 1.2. Tenant expressly agrees that for the purposes of any statutory or other requirement of reasonableness on the part of Landlord, Landlord’s refusal to consent to any assignment or sublease for any of the reasons described in this Section 9.5, shall be conclusively deemed to be reasonable. 9.6 Upon any request to assign or sublet, Tenant herein containedwill pay to Landlord the Assignment/Subletting Fee plus, on demand, a sum equal to all of Landlord’s costs, including reasonable attorney’s fees, incurred in investigating and considering any proposed or purported assignment or pledge of this Lease or sublease of any of the Premises, regardless of whether Landlord shall consent to, refuse consent, or determine that Landlord’s consent is not required for, such assignment, pledge or sublease. The consent by Landlord Any purported sale, assignment, mortgage, transfer of this Lease or subletting which does not comply with the provisions of this Article 9 shall be void. 9.7 If Tenant is a corporation, limited liability company, partnership or trust, any transfer or transfers of or change or changes within any twelve (12) month period in the number of the outstanding voting shares of the corporation or limited liability company, the general partnership interests in the partnership or the identity of the persons or entities controlling the activities of such partnership or trust resulting in the persons or entities owning or controlling a majority of such shares, partnership interests or activities of such partnership or trust at the beginning of such period no longer having such ownership or control shall be regarded as equivalent to an assignment of this Lease to the persons or underletting entities acquiring such ownership or control and shall not in any way be construed subject to relieve all the provisions of this Article 9 to the same extent and for all intents and purposes as though such an assignment, unless Tenant from obtaining the express consent in writing of Landlord to any further assignment is an entity whose outstanding stock is listed on a recognized securities exchange or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion if at least 80% of its sublet spacevoting stock is owned by another entity, 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 voting stock 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 renderedis so listed.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Lessee shall not either voluntarily or by operation of law assign, mortgage transfer, convey or encumber this Lease, nor underletLease or any interest under it, or suffer or permit sublet the demised premises Premises or any part thereof thereof, or allow any other person to be used occupy or occupied by others, use the Premises without the Lessor's prior written consent consent. Lessor reserves the right to recapture within twenty (20) days after receipt of Landlord in each instancea written request for assignment of subletting. If Such recapture shall terminate this Lease as of the proposed date of assignment or subletting, which shall be assignedthe last day of a calendar month and not earlier than ninety (90) days after receipt of Lessee's request hereunder. In the event that Lessor shall not elect to recapture the Premises and shall thereafter give its consent, Lessee shall pay Lessor a reasonable fee, not to exceed $500.00, to reimburse Lessor for processing costs. Lessor's consent, if given, shall not release or if the demised premises discharge Lessee from any liability under this Lease and shall not be deemed consent to any future assignment or any part thereof sublease. Any assignment or subletting without Lessor's consent shall be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupantvoid, and apply shall constitute a default under this Lease. A transfer by the net amount collected to present majority shareholders of ownership or control of a majority of the rent herein reserved, but no assignment, underletting, occupancy or collection voting stock of a corporate Lessee shall be deemed a waiver an assignment for the purposes of this paragraph. Lessor acknowledges that from time to time Lessee may require the services of an independent contractor for which space in the Premised would be provided by Lessee. Provided said contractor shall not occupy more than 500 square feet, Lessor's written approval per the terms of this paragraph shall not be required. In any event, prior to occupancy of any independent contractor for 500 square feet or less, Lessee shall notify Lessor in writing as to the name of the provisions hereof, contractor and 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 term of its sublet space, or otherwise suffer or permit occupancy in 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 renderedPremises.

Assignment and Subletting. Tenant(a) Except as provided in Section 18(b), for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage enter into nor permit any Transfer voluntarily or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersoperation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Without limitation, T▇▇▇▇▇ agrees that L▇▇▇▇▇▇▇’s consent shall not be considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord, (ii) the business, business reputation, or creditworthiness of the proposed transferee is unacceptable to Landlord, (iii) Landlord has been in each instance. If discussions with such proposed transferee to occupy comparable space in the Building, or (iv) Tenant is in default under this Lease be assigned, or if the demised premises or any part thereof be underlet act or occupied by anybody other than Tenant, Landlord may, after omission has occurred which would constitute a default by Tenant, collect rent from with the assignee, undertenant or occupant, and apply giving of notice and/or the net amount collected passage of time. A consent to the rent herein reserved, but no assignment, underletting, occupancy or collection one Transfer shall not 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 to be 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 underlettingsubsequent Transfer. In no event shall any permitted sublessee assign Transfer relieve Tenant from any obligation under this Lease, L▇▇▇▇▇▇▇’s acceptance of Rent from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or encumber its sublease to be a consent to any Transfer. Any Transfer not in conformity with this Section 18 shall be void at the option of Landlord. (b) Landlord’s consent shall not be required in the event of any Transfer by Tenant to an Affiliate provided that (i) any Affiliate that is an entity controlling, controlled by, or further sublet under common control of, Tenant (directly or indirectly) has a tangible net worth at least equal to or exceeding that of Tenant as of the date of this Lease, (ii) Tenant provides Landlord notice of the Transfer at least 15 days prior to the effective date, together with current financial statements of the Affiliate certified by an executive officer of the Affiliate, and (iii) in the case of an assignment or sublease, T▇▇▇▇▇ delivers to Landlord an assumption .agreement reasonably acceptable to Landlord executed by T▇▇▇▇▇ and the Affiliate, together with a certificate of insurance evidencing the Affiliate’s’ compliance with the insurance requirements of Tenant under this Lease. (c) The provisions of Section 18(a) notwithstanding, if Tenant proposes to Transfer all of the Premises (other than to an Affiliate), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed transferee or any without that condition, If Tenant proposes to enter into a Transfer of less than all of the Premises (other than to an Affiliate), Landlord may amend this Lease to remove the portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof Premises to be used transferred, either conditioned on execution of a new lease between Landlord and the proposed transferee or occupied without that condition. If this Lease is not so terminated or amended, Tenant shall (unless such Transfer is to an Affiliate) pay to Landlord, immediately upon receipt, 50% of the excess of all compensation received by othersTenant for the Transfer net of the commercially reasonable costs of the Transfer, including, without limitation, costs of improvements, brokers commission fees, and legal fees, over the Rent allocable to the Premises transferred. (d) If Tenant requests L▇▇▇▇▇▇▇’s consent to a Transfer, Tenant shall provide 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 expenseleast 15 days prior to the proposed Transfer, current financial statements of the transferee certified by filing an executive officer of the bond required by lawtransferee, or otherwisea complete copy of the proposed Transfer documents, and paying any other necessary sumsinformation Landlord reasonably requests. Immediately following any approved assignment or sublease, Tenant shall deliver to Landlord an assumption agreement reasonably acceptable to Landlord executed by T▇▇▇▇▇ and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. T▇▇▇▇▇ agrees to indemnify reimburse Landlord for its commercially reasonable attorneys’ fees in connection with the processing and its agents and hold them harmless from and against documentation of any and all claims, losses or liability resulting from such lien Transfer for brokerage services renderedwhich L▇▇▇▇▇▇▇’s consent is requested.

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 instancefull, the obligations of Tenant under this Lease, (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. A modificationProvided that Tenant is a corporation, amendment and (i) the stock of Tenant is traded on a national exchange, the transfer of stock in Tenant shall not be considered an assignment, sublease or extension transfer under the Lease, or (ii) the stock of Tenant is not traded on a national exchange, the collective transfer of thirty percent (30.00%) 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 thirty (30) 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 sublease 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 requests additional detail, the Transfer Notice shall not 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 received until Landlord receives such additional detail. Notwithstanding the foregoing, upon receipt of such proposal, among Landlord’s other rights, Landlord may elect to terminate the Lease as to the portion of the Premises proposed to be sublet or assigned and/or to enter into a direct lease with the proposed sublessee or assignee as to the portion of the Premises proposed to be sublet or assigned if such portion is greater than fifty percent (50%) of the square footage of the Premises and the sublease is for a term greater than fifty percent (50%) of the initial Term. If this Lease or any interest in this Lease is sold, assigned or transferred by Tenant, or Tenant subleases any part of the 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 this 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 actually performed, the same to withhold its consent to a proposed assignment or sublease and Landlord shall be discharged by Tenant make such determination within ten (10) business days thereafterfollowing 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 approval thereof. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublease, at it shall be reasonable for Landlord to withhold its consent if any of the following conditions are not satisfied: (1) The proposed use by the transferee shall (i) comply with Tenant's expense’s permitted use, (ii) be consistent with the general character of businesses carried on by filing tenants of the bond required Building, (iii) not materially increase the likelihood of damage or destruction, (iv) not materially increase the density of occupancy of the Premises or increase the amount of pedestrian and other traffic through the Building, (v) not be likely to cause an increase in insurance premiums for insurance policies applicable to the Building, (vi) not require new tenant improvements incompatible with then-existing Building systems and components, (vii) unless paid by lawTenant, 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), (viii) not materially increase the electrical or HVAC usage in the Premises, and (ix) 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 labor union, and paying foreign or domestic government entity. (3) If Landlord has vacant space at the Building suitable for such proposed transferee, the proposed transferee shall not be an existing tenant or occupant of the Building or a person or entity with whom Landlord is then dealing, or with whom Landlord has had any other necessary sumsdealings within the previous three (3) months, and with respect to the leasing of space in the Building; and (4) Any ground lessor or mortgagee whose consent to such transfer is required fails to consent thereto. 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 renderedshall have the burden of demonstrating that each of the foregoing conditions has been satisfied.

Assignment and Subletting. Tenant(a) Tenant shall not, 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 or encumber this Lease, nor underlet, Lease and shall not sublet all or suffer any portion of the Premises or permit the demised premises Premises or any part thereof to be used or occupied by others, others without the Landlord's 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 TenantTenant in violation of the terms hereof, Landlord may, after default by Tenant, may collect rent from the assignee, undertenant or occupant, occupant and apply the net amount collected to the rent Rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or 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 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 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. (b) Any transfer or assignment, amendment whether made in one (1) transaction or extension in a series of transactions, which results in a sublease shall be deemed a sublease. if any lien is filed against transfer or assignment of fifty percent (50%) or more of the demised premises voting interests or the building control of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performedany permitted subtenant or assignee of this Lease, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenantconstitute an assignment of this Lease or sublease requiring Landlord'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 renderedconsent.

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. 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, 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 L▇▇▇▇▇▇▇’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 L▇▇▇▇▇▇▇’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 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 a▇▇▇▇ 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 T▇▇▇▇▇’s own cost and expense, discharge in full any outstanding commission obligation 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 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 shall not assign, mortgage In the event Tenant desires to assign or encumber this Lease, nor underlet, or suffer or permit sublet the demised premises Premises or any part thereof thereof, Tenant shall give Landlord written notice of such desire at least ten (10) days prior to the date on which Tenant desires to make such assignment or sublease. Landlord shall within five (5) days following receipt of such notice notify Tenant in writing that Landlord elects either (i) to permit or (ii) not to permit Tenant to assign or sublet such space, subject, however, to subsequent written approval of the proposed assignee or sublessee by Landlord and written approval of all documents which will evidence or relate to such subleasing or assignment such permission not to be used unreasonably withheld or occupied by othersdelayed. Notwithstanding anything in this Lease to the contrary, Tenant may, 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 reservedLandlord, but no assignmentonly after giving Landlord at least ten (10) days prior written notice, underletting, occupancy or collection shall be deemed a waiver of sublet 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 Premises or any part thereof to an Affiliate (hereinafter defined) or permit occupancy of any portion of the Premises by an Affiliate. The term "Affiliate" shall mean (i) any corporation which, directly or indirectly, controls or is controlled by Tenant or is under common control with a general partner of Tenant, (ii) any corporation not less than fifty percent (50%) of whose outstanding stock shall, at the time be used owned directly or occupied indirectly by othersa general partner of Tenant or (iii) any partnership or joint venture in which Tenant or a general partner of Tenant is a general partner or joint venturer (with joint and several liability for all of the partnership's or venture's obligations). If Landlord should fail to notify Tenant in writing, without Landlord's prior written consent in each instance. A modificationof such election within said five (5) day period, amendment or extension of a sublease Landlord 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 Tenantelected (i) above, whether but subsequent written approval by Landlord of the proposed assignee or not actually performed, the same sublessee shall be discharged by Tenant required, unless not received within the ten (10) days thereafterday period. Consent by Landlord to 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, at Tenant, and any guarantor of Tenant's expenseobligations under this Lease, 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 unless otherwise agreed in writing. In the event of the transfer and assignment by filing Landlord of its interest in this Lease and the bond required by lawBuilding, or otherwiseLandlord shall thereby be released from any further obligations hereunder if, and paying any other necessary sumsonly if, Landlord's successor assumes all existing obligations under the Lease, and Tenant agrees to indemnify look solely to such successor in interest of the Landlord and for performance of such obligations. Tenant shall not mortgage, pledge or otherwise encumber its agents and hold them harmless from and against any and all claims, losses interest in this Lease or liability resulting from such lien for brokerage services renderedin the Premises.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, 9.1 Except as otherwise expressly covenants that it shall not assign, mortgage or encumber set forth in this Lease, nor underletTenant 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, 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, 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 eighty (180) 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 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’s obligations under this Lease.

Assignment and Subletting. 9.1 Except as otherwise provided in this Section 9, 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, conditioned 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 [*] 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 of Tenant’s obligations under this Lease. 9.3 In the event that Tenant sells, sublets, assigns or transfers this Lease other than as part of an Affiliated Transaction (as defined in Section 9.7 below), Tenant shall pay to Landlord as additional rent an amount equal to [*] 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 covenants on the part of foregoing, any consideration received by Tenant herein containedin form other than cash shall be valued at its fair market value as determined by Landlord in good faith. The consent “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 reasonable costs incurred by Landlord to an Tenant for leasing commissions and tenant improvements in connection with such sublease, 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 renderedtransfer.

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. 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, not to be unreasonably withheld, 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 thirty (30) days but no more than one hundred eighty (180) 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 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 of 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 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 given by Landlord to Tenant within thirty (30) 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 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 outstanding commission obligation on the part of Tenant herein contained. The consent by Landlord with respect to an this Lease, and any commissions 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 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 fifty percent (50%) of any Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As used in this Section, "Increased Rent" shall mean the same 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 less Tenant's reasonable costs of assignment or subletting (e.g., leasing commissions and remodeling), 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 discharged valued at its fair market value as determined 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 renderedin good faith.

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 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 thirty (30) 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 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 of Tenant's obligations under this Lease. 9.3 In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to Landlord as additional rent an amount equal to fifty percent (50%) of any Increased Rent (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 covenants on the part of foregoing, any consideration received by Tenant herein contained. The consent in form other than cash shall be valued at its fair market value as determined 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 underlettinggood faith. 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 expenseexpenses of assigning or subletting (including brokerage commissions, by filing reasonable legal fees and reasonable costs of redecorating the bond required by law, space for the assignee 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 renderedsubtenant) shall also be deducted in determining the "Increased Rent".

Assignment and Subletting. TenantA. Tenant shall not, for itselfdirectly or indirectly, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage have the right to assign this lease or encumber this Lease, nor underlet, or suffer or permit to sublet the demised premises whole 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 this Lease be assigned, Consent to any 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 sublease shall not be deemed a waiver of the provisions hereofright of Landlord to approve or disapprove a further assignment or subletting. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the acceptance payment of the assigneerent herein specified and for compliance with all if its other obligations under the terms, undertenant provisions and covenants of this lease. Upon the occurrence of an "event of default", as hereinafter defined, if the Premises or occupant as tenantany part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, or provided by law, may at its option 100 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 from Tenant hereunder, and no such collection shall be constructed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. For purposes of this Paragraph 14, each of the following events shall be deemed to be an assignment: (i) if Tenant is a partnership, a dissolution of the partnership or a change in ownership, legal or beneficial, of 50% or more of the partnership interests, whether by withdrawal or admission, voluntary or by operation of law; (ii) if Tenant is a corporation, the dissolution, consolidation or merger of Tenant (except a consolidation or merger in which Tenant is the surviving company) or the sale or transfer to a single buyer of more than 50% of the voting stock of Tenant; or (iii) distribution or sale of over 50% of the value of Tenant's assets (net of undistributed consideration received) excluding the sale of inventory other than a bulk sale. B. In the event that Tenant assigns this lease or sublets the Premises or any part thereof, as permitted herein, and at any time received rent and/or other consideration which exceeds that which Tenant would at that time be obligated to pay Landlord, Tenant shall pay to Landlord 100% of the gross excess in such rent as such rent is received by Tenant and 100% of covenants on the part of any other consideration received by Tenant herein containedfrom such assignee or subtenant. The consent by In addition, should Landlord agree to an assignment or underletting shall not sublease agreement, Tenant will pay to Landlord on demand a sum equal to all Landlord's costs, including reasonable attorney's fees, incurred 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 underlettingtransfer. In no event shall any permitted sublessee assign If an assignment or encumber its sublease or further sublet all or any portion of its sublet spacesubletting is approved, 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 tenant shall be deemed a sublease. if entitled to deduct from any lien is filed against the demised premises or the building excess proceeds described in this subparagraph 14.B. its reasonable expenses, including attorneys fees and leasing commissions, incurred in connection with such assignment 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. 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, which consent may be withheld by Landlord in each instance. If its sole but reasonable discretion, 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 Building if the building is multi-tenanted in the future, or is a prospective tenant with respect to space in the Building if the building is multi-tenanted in the future; (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 Building if the building is multi-tenanted in the future or otherwise; or (vi) the fact that the proposed assignee, sublessee or transferee is a governmental subdivision or agency or any person or entity who enjoys diplomatic or sovereign immunity 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 waive this provision, and all later assignments and subleases shall likewise be made only upon the prior written consent of Landlord. Tenant shall reimburse Landlord for its reasonable legal and administrative costs in reviewing any such proposed assignment or sublease. 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 covering all of the Premises, Landlord may elect to terminate this Lease and recapture all of the Premises; 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 to have elected to recapture and not to have consented to the assignment or sublease. If Landlord does consent to any assignment or sublease request and the assignee or subtenant pays to Tenant an amount in excess of the Rent due under this Lease (after deducting Tenant’s reasonable, actual expenses in obtaining such assignment or sublease, amortized in equal monthly installments over the then remainder of the Term), Tenant shall pay 50% of such excess to Landlord as and when the monthly payments are received by Tenant. Notwithstanding the foregoing to the contrary, but subject to compliance with all other provisions of this Lease (including, but not limited to, the “use” provisions hereof), Tenant may assign or transfer this Lease without Landlord’s consent, to any partnership, corporation or other entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires substantially all the assets or stock of Tenant as a going concern, (any of the foregoing being, a “Permitted Successor”), provided that (i) Tenant shall endeavor to provide Landlord prior written notice of such assignment or transfer (but in any way be construed event shall deliver notice to relieve Tenant Landlord within 15 days after the effective date of such an assignment or transfer), (ii) the Permitted Successor’s long-term, unsecured credit rating is rated at least “Investment Grade” by Standard & Poors or ▇▇▇▇▇’▇ [or an equivalent rating from obtaining any other rating agency approved by Landlord if Standard & Poors or ▇▇▇▇▇’▇ no longer publishes a rating on such Permitted Successor; however, if the express consent Permitted Successor is not rated by any other rating agency, then the Permitted Successor’s net worth (defined as stockholder’s equity on the company’s audited financial statements) must equal or exceed $1,000,000,000.00 ($1 Billion), (iii) the Permitted Successor (or in the case of a newly formed entity, its management) will continue to use the Premises in substantially the same manner as Tenant’s use immediately prior to the assignment or transfer, (iv) the Permitted Successor assumes in writing all of Tenant’s obligations under this Lease, as amended from time to time, and the prior Tenant (if it survives) and guarantor are not released from any of their respective obligations or liabilities under this Lease, as amended from time to time, or any guaranty delivered to Lender in connection with this Lease, (v) Landlord receives a fully executed copy of the assignment between Tenant and the Permitted Successor, and (vi) the primary purpose of such assignment is for legitimate business reasons unrelated to any further this Lease, and the assignment or underlettingtransfer is not a subterfuge by Tenant to avoid its obligations under this Lease or the restrictions on assignment contained herein. In no event Any attempted assignment or transfer in violation of the preceding sentence shall any permitted sublessee be voidable at Landlord’s option. Notwithstanding the foregoing to the contrary, but subject to compliance with all other provisions of this Lease (including, but not limited to, the “use” provisions hereof), Tenant may 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 or any part thereof to be used or occupied by othersthereof, without Landlord's ’s consent, to any partnership, corporation or other entity which controls, is controlled by, or is under common control with Tenant or Tenant’s parent (control being defined for such purposes as ownership of at least 50% of the equity interests in, and the power to direct the management of, the relevant entity) (with any such entity being referred to herein as an “Affiliate”), provided that (i) Landlord receives thirty (30) days’ prior written consent notice of such assignment or subletting, (ii) Tenant and any guarantor are not dissolved as a matter of law as a consequence of the assignment or subletting or at any time thereafter, (iii) the Affiliate remains an affiliate meeting the definition of “Affiliate” above for the duration of the subletting or the balance of the Lease Term in each instance. A modificationthe event of an assignment, amendment or extension (iv) the Affiliate assumes in writing (the form of a sublease which shall be deemed subject to Landlord’s approval) all of Tenant’s obligations under this Lease, as amended from time to time, and the prior Tenant and any guarantor are not released from any of their respective obligations or liabilities under this Lease, as amended from time to time, or any guaranty delivered to Lender in connection with this Lease, (v) Landlord receives a sublease. if any lien fully executed copy of the assignment or sublease agreement between Tenant and Affiliate, and (vi) the primary purpose of such assignment or sublet is filed against for legitimate business reasons unrelated to this Lease, and the demised premises assignment or sublet is not a subterfuge by Tenant to avoid its obligations under this Lease or the building restrictions on assignment and subletting contained herein. Any attempted assignment or subletting in violation of which the same form a part for brokerage services claimed preceding sentence shall be voidable at Landlord’s option. Provided items (i) through (vi) above are otherwise satisfied, Landlord hereby consents to the subletting of portions of the Premises by Tenant to the Dactron Division of SPX Corporation, an affiliate of Tenant. Landlord acknowledges that, as of the date of this Lease, items (i) through (vi) above have been performed for Tenant, whether or not actually performed, satisfied with respect to 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.Sublease attached hereto as Exhibit E.

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 othersby, a Related Entity for any of the Permitted Uses without any requirement of obtaining Landlord's prior written consent in each instance. A modificationconsent, amendment 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 Landlord as of the time of any change of control, such Related Entity continues to control, 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 or not actually performedsubject, the same shall be discharged by Tenant within ten (10) days thereafterhowever, at to compliance with Tenant's expenseobligations 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 meet the foregoing requirements, 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.