Common use of ASSIGNMENT, SUBLETTING, MORTGAGING Clause in Contracts

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. Tenant will not, by operation of law or otherwise, assign, mortgage or encumber this Lease, or sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwise, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 any assignment, subletting, mortgage or encumbrance shall not in any manner be construed to relieve Tenant from obtaining Landlord's express consent to any other or further assignment, subletting, mortgage or encumbrance. 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, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. 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 thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. 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 called 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 (whether by one sublease or a series of related or unrelated subleases) 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 twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there 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; and (b) from and after such date the minimum 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

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. (a) Tenant will not, not by operation of law or otherwise, assign, mortgage or otherwise encumber this Lease, or nor the estate and Term hereby granted, nor sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwiseothers, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 any assignment, subletting, mortgage assignment or encumbrance subletting shall not in any manner be construed to relieve Tenant from obtaining Landlord's express written consent to any other or further assignment, assignment or subletting, mortgage or encumbrance. In no event shall any permitted sublessee If Tenant desires to assign or encumber its sublease or further sublet all or any portion of the Demised Premises, Tenant agrees to use as its sublet space, or otherwise suffer or permit exclusive rental agent for such purpose the sublet space or any part thereof then designated leasing agent of the Building and to be used or occupied by others, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions notify such leasing agent of Section 11.07. Section 11.02. If Tenant shall at any time or times during the term of this Lease its desire to assign this Lease or sublet all or part of the Demised Premises. Upon obtaining a proposed assignee or sublessee, upon terms satisfactory to Tenant, Tenant shall give notice thereof submit to Landlord, which notice shall be accompanied by Landlord in writing (a1) a conformed or photostatic copy of the proposed assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity name of the proposed assignee or subtenant, ; (2) the terms and conditions of the proposed assignment or subletting; (3) the nature of its business and its proposed use character of the Demised Premises, and (c) current financial information with respect to business of the proposed assignee or subtenant, including, without limitation, its most recent financial reportsubtenant and any other information reasonably requested by Landlord. Such notice Upon receipt of the foregoing submission from Tenant Landlord shall have the following options to be exercised within fifteen (15) Business Days from the date of such receipt: 1. If an assignment shall be deemed an offer from Tenant to Landlord whereby Landlord (proposed or Landlord's designee) may, at its option, (i) sublease such space (hereinafter called the "Leaseback Space") from Tenant upon the terms and conditions hereinafter set forth (if the a 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 (whether by one sublease or a series of related or unrelated subleases) of subletting shall be for all or substantially all of the Demised Premises, or (iii) terminate this Lease with respect to Landlord shall have 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 twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in effective as of the case where date proposed by Tenant desires either to assign this Lease for such assignment or sublet (whether by one subletting. 2. If a proposed sublease or a series of related or unrelated subleases) shall be for less than all or substantially all of the Demised Premises or if it shall be for less than the balance of the Term of this Lease, Landlord shall have the option to terminate this Lease as to the portion of the Demised Premises proposed to be sublet for such portion of the Term as is included in such proposed sublease, effective as of the effective date of such proposed sublease. In the event of the exercise of such option under this subparagraph 2, the rent and all other charges payable hereunder shall be equitably apportioned, and Tenant shall be responsible for the cost of constructing any necessary demising walls. (a) Landlord shall have the option to require Tenant to execute an assignment or sublease to Landlord, or to any party designated by Landlord, upon the same terms and conditions as contemplated with the proposed assignee or subtenant, except that (A) Landlord (or Landlord's designee) as assignee or sublessee shall have an express unlimited right to further assign or sublease to others and to make any alterations required in connection therewith, and (B) the rent or consideration payable under such assignment or sublease to Landlord (or Landlord's designee) shall be the lower of (i) the rental payable by Tenant to Landlord under this Lease, or (ii) the rental payable by the proposed assignee or subtenant pursuant to the assignment or sublease originally proposed by Tenant. (b) If Landlord shall not exercise any of its foregoing options within the time set forth above, provided Tenant shall not then be in default hereunder, Landlord's consent to any such proposed assignment or subletting shall not be "unreasonably" withheld, as described in paragraph (c) of this Section 11. 01. If Landlord shall not exercise any of the options described in paragraph (a) above and Tenant shall thereupon assign this Lease or sublet all or any portion of the Demised Premises, then and in that event Tenant shall pay to Landlord as additional rent the difference, if any, between the Fixed Rent plus additional rent allocable to that part of the Demised Premises affected by such assignment or sublease pursuant to the provisions of this Lease, and the Fixed Rent and additional rent payable by the assignee or sublessee to Tenant. Such additional rent payments shall be made monthly within five (5) days after receipt of the same by Tenant. Any other cash or other consideration payable to Tenant in connection with such assignment or sublease or the sale of Tenant's property in connection therewith shall be similarly paid over to Landlord when and as received by Tenant. If Tenant fails to consummate any proposed assignment or subletting to which Landlord shall have consented within sixty (60) days after granting such consent, paragraph (a) shall again apply to said proposed assignment or subletting. No option exercised by Landlord pursuant to the above provisions of paragraph (a), and no assignment or sublease made to Landlord under the above provisions of paragraph (a), shall be binding upon any purchaser of any ground or underlying lease who acquires such ground or underlying lease by reason of the foreclosure of any mortgage to which this Lease is subordinate, nor upon any assignee of any ground or underlying lease who takes such assignment in lieu of such foreclosure, it being understood, however, that such purchaser or assignee may, at its option, elect to enforce such option, assignment or sublease. (c) In determining reasonableness with respect to its consent to a proposed assignment or sublease by Tenant, Landlord may take into consideration all relevant factors surrounding the proposed assignment or sublease, including, without limitation, the following: (i) the financial stability and business reputation of the proposed assignee or subtenant; (ii) the nature of the business and the proposed use of the Demised Premises by the proposed assignee or subtenant in relation to the majority of other tenants in the Building; (iii) that the proposed assignee or subtenant shall not be a tenant of other space in the Building or a party which has dealt with Landlord or Landlord's agent (directly or through a broker) with respect to space in the Building during the six (6) months immediately preceding Tenant's request for Landlord's consent, provided Landlord has space in the Building for such proposed assignee or subtenant; (iv) restrictions contained in leases of other tenants of the Building; (v) the effect that the proposed assignee's or subtenant's occupancy or use of the Demised Premises would have upon the operation and maintenance of the Building and Landlord's investment therein; (vi) that not more than one entity shall occupy the Demised Premises at any time. Section 11.02. If this Lease shall end be assigned, or if the Demised Premises or any part thereof be sublet or occupied by any person or persons other than Tenant, Landlord may after default by Tenant, collect rent from the assignee, subtenant or occupant and expire apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of the covenants in this Article, nor shall it be deemed acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the full performance by Tenant of all the terms, conditions and covenants of this Lease. Section 11.03. Each assignee or transferee shall assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of the rent, additional rent and adjustments of rent, and for the due performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the Term of this Lease. Notwithstanding the forgoing, in the event of an assignment of this Lease to an entity whose business and intended use of the Demised Premises is acceptable to Landlord and which has a net worth, as determined in accordance with generally accepted accounting principals, at least equal to the net worth, similarly determined, of Tenant as of the date of this Lease then, in such event, Landlord agrees to release Tenant from any and all liability arising under this Lease from after the effective date of such assignment. No assignment shall be binding on Landlord unless such assignee or Tenant shall deliver to Landlord a duplicate original of the instrument of assignment which contains a covenant of assumption by the assignee of all of the obligations aforesaid and shall obtain from Landlord the aforesaid written consent prior thereto. Section 11.04. For the purposes of this Lease, any sale, transfer or assignment of any of the stock of a corporate Tenant or any transfer in the control of Tenant by operation of law or otherwise shall be deemed an assignment. Section 11.05. The listing of any name other than that of Tenant, whether on the doors of the Demised Premises, on the Building directory or otherwise, shall not operate to vest any right or interest in this Lease or the Demised Premises. It is expressly understood that any such listing is a privilege extended by Landlord that is revocable at will by written notice to Tenant. Section 11.06. Tenant shall reimburse Landlord for any costs incurred by Landlord to review the requested consent provided in Article 11, including attorneys' fees. Section 11.07. If Landlord shall recover or come into possession of the Demised Premises before the Expiration Date, Landlord shall have the right to take over any sublease made by Tenant and to succeed to all lights of Tenant thereunder, Tenant hereby assigning (effective as of the date of Landlord's succession of Tenant's estate in the Demised Premises) such subleases as Landlord may elect to take over. Every subletting hereunder shall be subject to the condition that, from and after the termination of this Lease or re-entry by Landlord hereunder or other succession by Landlord to Tenant's estate in the Demised Premises, the subtenant under such sublease shall waive any right to surrender possession or to terminate the sublease and, at Landlord's election, shall be bound to Landlord for the balance of the term thereof and shall attorn to and recognize Landlord, as its landlord, under all of the then executory terms of such sublease, except that Landlord shall not be (a) liable for any previous act, omission or negligence of Tenant under such sublease, (b) subject to any counterclaim, defense or offset theretofore accruing to such subtenant against Tenant, (c) bound by any previous modification or amendment of such sublease made without Landlord's consent or by any previous prepayment of more than one month's rent and additional rent unless paid as provided in the sublease, or (d) obligated to perform any repairs or other work in the subleased space or the Building beyond Landlord's obligations under this Lease, and each subtenant shall execute and deliver such instruments as Landlord may reasonably request to evidence and confirm such attornment. Section 11.08. Notwithstanding anything to the contrary elsewhere contained herein (including Section 11.01(a) hereof), provided that Tenant shall not be in default in any of the terms of this Lease beyond notice and the expiration of any applicable grace period, Tenant may, without Landlord's consent but upon not less than ten (10) days' prior written notice to Landlord, sublet to any corporations or other business entities which control, are controlled by, or are under common control with Tenant (herein referred to as a "Related Entity") all or part of the Demised Premises or permit any Related Entity to occupy the same for any of the purposes permitted to Tenant, subject however to compliance with Tenant's obligations under this Lease. Such subletting or occupancy shall not be deemed to vest in any such Related Entity any right or interest in this Lease nor shall such subletting or occupancy relieve, release, impair or discharge any of Tenant's obligations hereunder. Tenant shall deliver to Landlord a copy of any such sublease or occupancy agreement for all or any portion of the Demised Premises. Section 11.09. Notwithstanding anything to the contrary elsewhere contained herein (including Section 11.01(a), which shall not be applicable to an assignment or sublet was transfer pursuant to this Section 11.09), Tenant may, upon prior written notice to Landlord, assign or transfer its entire interest in this Lease and the leasehold estate hereby created to a "Successor Corporation" (as such term is hereinafter defined) of Tenant, provided that Tenant shall not be in default in any of the terms of this Lease beyond notice and the expiration of any applicable grace period. A "Successor Corporation", as used in this Section, shall mean (a) a corporation into which or with which Tenant, its corporate successors or permitted assigns, is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation of a corporation, provided that by operation of law or by effective provisions contained in the instruments of merger or commenceconsolidation, the liabilities of the corporations participating in such merger or consolidation are assumed by the corporation surviving such merger or consolidation, or (b) a corporation, partnership or other business entity acquiring this Lease and the Term and the estate hereby granted, the goodwill and all or substantially all of the other property and assets (other than capital stock of such acquired corporation) of Tenant, its corporate successors or permitted assigns, and assuming all or substantially all of the liabilities of Tenant, its corporate successors or permitted assigns, or (c) any corporate successor to a Successor Corporation becoming such by either of the methods described in subdivisions (a) and (b) above, provided that, (x) immediately after giving effect to any such merger or consolidation, or such acquisition and assumption, as the case may be, the corporation, partnership or other business entity surviving such merger or created by such consolidation or acquiring such assets and assuming such liabilities, as the case may be, shall have a net worth, as determined in accordance with generally accepted accounting principles, at least equal to the greater of (i) the net worth, similarly determined, of Tenant, immediately prior to such merger or consolidation or such acquisition and assumption, as the case may be, or (ii) the net worth, similarly determined, of Tenant as of the date of this Lease and (y) proof of such net worth, as evidenced by a statement from a certified public accounting firm reasonably satisfactory to Landlord shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such merger or consolidation, or acquisition and assumption, as the case may be. Upon the compliance with the foregoing provisions of this Section 11.09, and the minimum rent delivery to Landlord of the agreement of the Successor Corporation, in form and additional rent shall be paid and apportioned substance satisfactory to such date. Section 11.04. If Landlord exercises its option Landlord, to terminate assume all the terms of this Lease in part in any case there Tenant desires to sublet part of be performed by Tenant, and to be bound thereby, the Demised Premisescorporation, then (a) partnership or other business entity so assigning or transferring this Lease shall end thereafter be released and expire with respect to such part of the Demised Premises on the date that the proposed sublease was to commence; and (b) discharged from and after such date the minimum 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; andany obligations thereafter arising under this Lease.

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. 11.01 Tenant will shall not, by operation of law or otherwise, assign, mortgage or encumber this Lease, or nor sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwiseothers, without Landlord's ’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 any assignment, subletting, mortgage assignment or encumbrance subletting shall not in any manner be construed to relieve Tenant from obtaining Landlord's express ’s prior written consent to any other or further assignment, assignment or subletting, mortgage or encumbrance. 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, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. 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) Upon obtaining a conformed or photostatic copy of the proposed proposal for assignment or sublease, upon terms satisfactory to Tenant, Tenant shall submit to Landlord a copy of the effective fully executed proposed assignment or commencement date sublease together with a description of which shall be not less than thirty (30) nor more than 180 days after the giving nature and character of such notice, (b) a statement setting forth in reasonable detail the identity business of the proposed assignee or subtenant, and such other information reasonably requested by Landlord together with a non-refundable fee in the nature amount of its business and its proposed use Two Hundred Fifty ($250.00) Dollars. Within thirty (30) days of the receipt of the foregoing, Landlord shall provide notice to the Tenant that: (i) Landlord shall consent to such proposed assignment or subletting, because the same is for the entire Demised Premises, Premises and (c) current financial information with respect to the proposed assignee or subtenantsub-tenant is a person or entity which has adequate and appropriate financial standing, includingand is of good character and reputation, without limitationand is engaged in a business and proposes to use the Demised Premises in a manner which is wholly in keeping with the Lease and the standards of the Building, its most recent financial reportor (ii) that such consent is denied and the reason for such denial. Section 11.02 If the Lease shall be assigned, or if the Demised Premises shall be sublet or occupied by any person or persons other than the Tenant, with Landlord’s consent, the Tenant shall remain obligated to pay the Rent, Additional Rent, costs and expenses due under this Lease and perform all of the covenant’s, terms and conditions of this Lease. Such notice Landlord may, after default by Tenant, collect Rent, Additional Rent, costs and expenses from the assignee, subtenant or occupant and apply the net amount collected to the Rent, Additional Rent, costs and expenses herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed an offer a waiver of the covenants in this Article 11, nor shall it be deemed acceptance of the assignee, subtenant or occupancy as a tenant, or release of Tenant from the full performance by Tenant of all of the terms, conditions and covenants of this Lease, and Tenant shall remain fully liable therefore. Section 11.03 Each permitted assignee shall assume and be deemed to have assumed this Lease and shall be and remain liable, jointly and severally with Tenant, for the payment of the Rent, Additional Rent, costs and expenses due hereunder and for the due performance of all terms, covenants, conditions and agreements herein contained on Tenant’s part to be performed for the Term. Section 11.04 In the event of any sublease or assignment of the Demised Premises or a portion thereof, Tenant shall pay to the Landlord a sum equal to (a) one (1/2) half of any Rent, Additional Rent, costs and expenses or other consideration in excess of the required Rent, Additional Rent, costs and expenses due hereunder; and (b) one (1/2) half of any other profit or gain realized by Tenant from such subletting or assignment. All sums payable hereunder by Tenant shall be paid to Landlord whereby Landlord (or Landlord's designee) may, at its option, (i) sublease such space (hereinafter called the "Leaseback Space") from Tenant as Additional Rent immediately upon the terms and conditions hereinafter set forth (if receipt thereof by Tenant. Section 11.05 In each instance that the proposed transaction is a sublease Tenant gives Notice to the Landlord of its intention to assign or sublet all or any part of the Demised Premises), (ii) terminate this Lease (if the proposed transaction is an assignment or Premises such Notice shall include a sublease (whether by one sublease or a series of related or unrelated subleases) of all or substantially all copy of the Demised Premiseswritten bona fide offer to sublet or assign, or then and in such event Landlord shall have the right, to be exercised by giving written Notice to Tenant within forty five (iii45) days after receipt of Tenant’s Notice, to recapture the space described in Tenant’s notice, and such recapture notice shall, if given by Landlord, cancel and terminate this Lease with respect to the Leaseback Space space therein described as of ninety (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 twenty (2090) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03from the date of Tenant’s notice. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) all or substantially Tenant’s notice shall cover all of the Demised Premisesspace hereby demised and Landlord shall give the aforesaid recapture notice with respect thereto, then the term of this Lease shall expire and end and expire on that date which is ninety (90) days from the date of Tenant’s notice as fully and completely as if that such assignment or sublet was to be effective or commence, as date had been herein definitely fixed for the case may be, and the minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there Tenant desires to sublet part expiration 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; and (b) from and after such date the minimum 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; andterm.

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.0110.01. Tenant covenants and agrees, for Tenant and ▇▇▇▇▇▇'s heirs, distributees, executors, administrators, legal representatives, successors, and assigns, that neither this Lease nor the term and estate hereby granted, nor any part hereof or thereof, will notbe assigned, or advertised for assignment, mortgaged, pledged, encumbered or otherwise transferred, by operation of law or otherwise, assignand that neither the Demised Premises, mortgage nor any part thereof will be sublet or encumber advertised for subletting or occupied by anyone other than Tenant, or for any purpose other than as hereinafter set forth, without the prior written consent of Landlord, given or withheld as hereinafter provided, in every case except as expressly provided in this Section. Any transfer by operation of law or otherwise of (i) Tenant's interest in this Lease, or (ii) 50% or more interest in Tenant (whether by way of stock, limited and/or general partnership interest or otherwise), in a single transaction or a related or unrelated series of transactions, shall be deemed an assignment of this Lease for purposes of this Article. (a) If Tenant desires to assign this Lease or sublet all of the Demised Premises, Tenant shall deliver to Landlord in writing (1) the name of the proposed assignee or permit subtenant; (2) a duly executed counterpart of the term sheet or such other written agreement which includes all of the terms and conditions of the proposed assignment or subletting; (3) the nature and character of the experience of the principals of the proposed assignee or subtenant and any other information reasonably requested by Landlord; (4) a financial statement of the proposed assignee or subtenant, and its principals if not a publicly owned entity, certified to by a certified public accountant or financial officer of the proposed subtenant or assignee as of a date not more than twelve (12) months prior thereto; and (5) an agreement to indemnify, defend and hold Landlord harmless against any claim or liability for real estate brokerage commission payable with respect to any sublease or assignment by Tenant. (b) ▇▇▇▇▇▇▇▇ agrees not to unreasonably withhold its consent to an assignment of this Lease or a subletting of the whole (but not part) of the Demised Premises or any part thereof to be occupied or used by others for desk spacea single subtenant, mailing privileges or otherwise, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to provided that ▇▇▇▇▇▇ has complied with the provisions of Paragraph A above. In determining reasonableness, Landlord may take into consideration all relevant factors surrounding the proposed assignment or sublease, including, without limitation, the financial stability (given the obligations hereunder and the fact that ▇▇▇▇▇▇ has not been released from liability, to the extent applicable) reputation and business experience of the proposed assignee or subtenant and the proposed use of the Demised Premises (which proposed use, subject to this subparagraph (b) and Section 11.0710.02(e), may differ from the Authorized Use) subsequent to such subletting or assignment. (c) If ▇▇▇▇▇▇ believes that Landlord has unreasonably withheld its consent with respect to a proposed subletting or assignment, Tenant may, within twenty (20) days after receiving notice that Landlord has withheld its consent, give notice to Landlord of ▇▇▇▇▇▇'s intention to submit the question of whether ▇▇▇▇▇▇▇▇'s consent was withheld unreasonably to expedited arbitration in accordance with the expedited procedures of the American Arbitration Association ("AAA") Rules for the Real Estate Industry (the "Rules") except that: (i) the list of arbitrators referred to in paragraph (b) of Rule 57 shall be returned to the AAA within five (5) business days after submission of the list; (ii) Landlord and Tenant shall notify the AAA within four (4) business days after an arbitrator is appointed of any objections they may have thereto and shall have no right to object to an arbitrator whose name was on the list submitted by the AAA and as to whom no objection was made in connection with Rule 57; (iii) to the extent acceptable to the arbitrator, the notice of hearing in Rule 58 shall be four (4) business days in advance of the hearing; and (iv) the hearing shall be held within seven (7) business days after the appointment of the arbitrator. In the event that Tenant prevails against Landlord in an expedited arbitration brought pursuant to this Section 10.02(c), ▇▇▇▇▇▇▇▇'s sole liability to Tenant for its refusal to consent to an assignment proposed by Tenant shall be to consent thereto and Tenant hereby waives and relinquishes any and all claims for damages or other compensation by reason thereof. The foregoing reference to Rules 57 and 58 pertain to the Rules as amended and effective on May 1, 1994. In the event that a subsequent amendment of the Rules becomes effective, the time frames set forth herein shall pertain, as applicable, to the substantive equivalent of those rules contained in such later version. (d) Landlord may, in its sole discretion, in lieu of consenting to a proposed subletting or assignment, elect to cancel and terminate this Lease by delivering to Tenant within ten (10) business days following ▇▇▇▇▇▇'s request for Landlord's consent and, in such event, upon the date specified in Tenant's notice of its intention to assign this Lease or sublet the Premises, as applicable, and the Term shall come to an end and expire as fully as if the date specified in such notice was the Expiration Date hereunder. (e) No part of the Demised Premises may be used, assigned or sublet for the following uses: nude or semi-nude dancing; bar, tavern or cocktail lounge, except as part of a restaurant operation; "adult" or "X-rated" book or movie store (except that this provision shall not prohibit the sale or rental of "adult" or "X-rated" video tapes as part of the business of a video store offering a substantial selection of other types of video tapes as a majority of its selection); for the display or sale of pornographic materials; adult movie theater; so-called "head shops," selling or displaying drug paraphernalia; massage parlor; industrial purposes; warehouse; entertainment or recreation facilities; training or education facilities; renting, leasing or selling or displaying for the purpose of renting, leasing or selling of any boat, motor vehicle or trailer; flea market; or on-site dry cleaning plant. "Entertainment or recreation facility," as used herein, shall include, without limitation, a bowling alley, dance hall, billiard or pool hall, game parlor, or video arcade (containing more than four (4) electronic games). "Training or education facility" by definition shall include, without limitation, a beauty school, ▇▇▇▇▇▇ college, reading room, place of instruction, or any operation catering primarily to students or trainees as opposed to customers. For the purposes of this Subsection "e", "pornographic materials" shall be any books, magazines, newspapers or videotapes which would be obscene under prevailing laws. (a) If this Lease be assigned, is assigned or if the Demised Premises or any part thereof be underlet is sublet or occupied by anybody anyone other than Tenant, Landlord, mayupon the occurrence of an Event of Default and Tenant's failure to cure following applicable notice, after default by Tenantmay collect Fixed Rent, collect additional rent and other charges from the assignee, undertenant sublessee or occupant, and apply the net amount collected to the Fixed Rent, additional rent and other charges herein reservedprovided, but unless Landlord in its sole discretion otherwise elects, no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of any covenant by Tenant under this Article 10, nor shall the provisions hereof, same be deemed the acceptance of the assignee, undertenant sublessee or occupant as a tenant, or a release of Tenant from the further performance by Tenant of the covenants and agreements on the part of Tenant to be performed herein contained. The consent by Landlord to any assignment, subletting, mortgage or encumbrance shall not in any manner be construed to relieve Tenant from obtaining Landlord's express consent to any other or further assignment, subletting, mortgage or encumbrance. 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, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. 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 thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. 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 called 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 (whether by one sublease or a series of related or unrelated subleases) 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 twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease shall for any reason or sublet (whether by one sublease cause recover or a series of related or unrelated subleases) 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there Tenant desires to sublet part of the Demised Premises, then (a) this Lease shall end and expire with respect to such part come into possession of the Demised Premises on before the date that Expiration Date, Landlord shall have the proposed sublease was right at its option to commence; take over any and (b) from and after such date the minimum rent and additional rent shall be adjusted, based upon the proportion that the rentable area all subleases or sublettings of the Demised Premises remaining bears or any part or parts thereof made or granted by ▇▇▇▇▇▇ and to succeed to all the total rentable area rights and privileges of said subleases and sublettings or such of them as it may elect to take over and assume; and Tenant hereby expressly assigns and transfers to Landlord such of the Demised Premises; andsubleases and sublettings as Landlord may elect to take over and assume at the time of such recovery of possession, and Tenant shall upon request of Landlord execute, acknowledge and deliver to Landlord such further assignments and transfers as may be necessary, sufficient and proper to vest in Landlord the then existing subleases and subletting.

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. a. Tenant will not, not by operation of law or otherwise, otherwise assign, mortgage or encumber this Lease, or nor sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwiseothers, without LandlordOwner's prior express written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 Owner to any assignment, subletting, mortgage assignment or encumbrance subletting shall not in any manner be construed to relieve Tenant from obtaining LandlordOwner's express written consent to any other or further assignment, subletting, mortgage assignment or encumbrance. In no event subletting nor shall any permitted sublessee such consent by Owner serve to relieve or release Tenant from its obligations to fully and faithfully observe and perform all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. b. If Tenant shall desire to assign or encumber its sublease or further to 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, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. 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 Owner and in said notice shall be accompanied by (a) a conformed or photostatic copy set forth all pertinent business terms of the proposed assignment or sublease, subletting as well as the effective or commencement date of which shall be not less than thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity name and address of the proposed assignee or subtenantsublessee, the nature information as to financial condition of its business such assignee or Sublessee and its proposed use which assignee or Sublessee desires to make of the Demised Premises, and (c) current financial information with respect to . Said notice shall bear the signature of the proposed sublessee or assignee or subtenant, including, without limitation, attesting to its most recent financial reportaccuracy. Such notice Tenant shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) mayin addition, at its optionOwner's request, furnish such other further information as Owner may request concerning such proposed assignment or subletting. After receipt of such notice from Tenant, Owner shall have the following options to be exercised within sixty (i60) sublease days from the later to occur of: the receipt of Tenant's notice, or if Owner shall request additional information from Tenant, the receipt of such space additional information when furnished by Tenant: (hereinafter called 1) In the "Leaseback Space") from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction event Tenant's notice is a sublease of all or part of the Demised Premises), (ii) terminate this Lease (if the proposed transaction is Tenant's desire to make an assignment or a sublease subletting of all or substantially all of the Demised Premises Owner shall have the option to cancel and terminate this Lease as of the date proposed by Tenant for such assignment or subletting, which option shall be exercised within the aforesaid sixty (whether by one sublease or 60) day period and on which date the term of this Lease shall cease and expire with the same force and effect as if such date were originally provided herein as the expiration of the term hereof. (2) In the event Tenant's notice is of Tenant's desire to make a series of related or unrelated subleases) of subletting for less than all or substantially all of the Demised Premises, or Owner shall have the option, to be exercised within said sixty (iii60) terminate day period, of canceling and terminating 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 twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) 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, only as the case may be, and the minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there Tenant desires to sublet part of the Demised Premises, then (a) this Lease shall end and expire with respect to such part portion of the Demised Premises on the date that to take effect as of the proposed sublease was to commence; effective date thereof as stated in Tenant's notice. In the event Owner exercises its option under this subparagraph (2) the rent and all other charges payable hereunder shall be equitably adjusted and apportioned. c. If Owner does not exercise its right of cancellation under either of the foregoing two options granted under subparagraph (b) from hereof within the time set forth therein, Tenant agrees to then use Glen ▇▇▇ities LTD. as its exclusive rental agent, having the sole and after exclusive right to lease, at agent's then prevailing commission rates, and to promptly notify such date renting agent of its desire to assign or sublet its Lease, (notwithstanding the minimum rent and additional rent foregoing, Tenant shall be adjusted, based upon have the proportion that the rentable area right to attempt to assign Tenant's interest in this Lease or sublease all or portions of the Demised Premises remaining bears to third parties procured by Tenant or by outside brokers whom Tenant may wish to utilize provided, however that such assignment shall be subject to the total rentable area provisions of Article 11; the above paragraph (b) Owner's options, as well as the following provisions of this Article and further that in the event of such an assignment or subleasing Tenant shall obtaining a proposed assignee or subleases, upon terms satisfactory to Tenant, Tenant shall submit to Owner in writing: (i) the name 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 and credit of the proposed assignee or subtenant, and any other information reasonably requested by the Owner. Owner shall have the further option, to be exercised within thirty (30) business days from submission of Tenant's request, to require Tenant to execute an assignment or sublease to Owner or Owner's designee on the same terms and conditions in Owner's own name, or the name of Owner's designee, with a right to sublease to others without Tenant's consent being required for such or any further sublettings. If Owner shall not exercise its foregoing further option within the time set forth, its consent to any such proposed assignment or subletting shall not be unreasonably withheld or unduly delayed, provided, however, that Owner may withhold consent thereto if in the exercise of its sole judgment it determines that: (1) The financial condition and general reputation of the proposed assignee or subtenant are not consistent with the extent of the obligation undertaken by the proposed assignment or sublease. (2) The proposed use of the Demised Premises; andPremises is not appropriate for the Building or in keeping with the character of the existing tenancies or permitted by the Tenant's Lease (but the foregoing shall not be deemed to enlarge the purposes for which the Demised Premises are permitted to be used as set forth in this Lease).

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. Neither this Lease, nor the term and estate hereby granted, nor any part hereof or thereof, nor the interest of Tenant will notin any sublease or the rentals thereunder, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant by operation of law or otherwise, assign, mortgage or encumber this Lease, or sublet or permit and neither the Demised Premises or Premises, nor any part thereof to be occupied or used by others for desk spacethereof, mailing privileges or otherwise, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 encumbered in any manner by reason of the provisions hereof, the acceptance of the assignee, undertenant any act or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants omission on the part of Tenant herein contained. The consent by Landlord to any assignmentor anyone claiming under or through Tenant, sublettingnor shall the Demised Premises be sublet, mortgage used or encumbrance shall not in any manner be construed to relieve Tenant from obtaining Landlord's express consent to any other occupied or further assignment, subletting, mortgage or encumbrance. 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 occupied, or utilized for desk space or for mailing privileges, by othersanyone other than Tenant or for any purpose other than as permitted by this Lease, without Landlord's the prior written consent of Landlord in each instanceevery case, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02except as expressly otherwise provided in this Article. 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 PremisesFurthermore, Tenant shall give notice thereof to Landlord, which notice no assignment shall be accompanied by binding on Landlord unless the assignee shall execute, acknowledge and deliver to Landlord (a) a conformed or photostatic copy duplicate original instrument of the proposed assignment or subleasein form and substance reasonably satisfactory to Landlord, the effective or commencement date of which shall be not less than thirty (30) nor more than 180 days after the giving of such noticeduly executed by Tenant, and (b) a statement setting forth an agreement, in reasonable detail form and substance satisfactory to Landlord, duly executed by the identity assignee, whereby the assignee shall unconditionally assume in accordance with the terms and conditions of this Lease the observance and performance of, and agree to be bound by all of the proposed assignee terms, covenants and conditions of this Lease on Tenant’s part to be observed 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 subtenantperformed, including, without limitation, its most recent financial report. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option, (i) sublease such space (hereinafter called the "Leaseback Space") from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease provisions of all or part of the Demised Premises), (ii) terminate this Lease (if the proposed transaction is an assignment or a sublease (whether by one sublease or a series of related or unrelated subleases) of all or substantially all of the Demised Premises, or (iii) terminate this Lease Article with respect to all future assignments; but the Leaseback Space (if the proposed transaction is a sublease of part failure or refusal of the Demised Premises). Said options may be exercised by Landlord by notice assignee to Tenant at any time within twenty (20) days after execute or deliver such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant an agreement shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises release the assignee from its option to terminate this Lease in liability for the case where obligations of Tenant desires either to assign this Lease or sublet (whether hereunder assumed by one sublease or a series of related or unrelated subleases) all or substantially all acceptance of the Demised Premises, then assignment of 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 minimum rent and additional rent shall be paid and apportioned to such dateLease. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there 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; and (b) from and after such date the minimum 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

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. Tenant will not, by operation of law or otherwise, assign, mortgage or encumber this Lease, or sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwiseothers, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 any assignment, subletting, mortgage or encumbrance shall not in any manner be construed to relieve Tenant from obtaining Landlord's express consent to any other or further assignment, subletting, mortgage or encumbrance. 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, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. 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 thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. 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 called the "Leaseback Space") from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease of all or substantially all or part of the Demised Premises), (ii) terminate this Lease (if the proposed transaction is an assignment or a sublease (whether by one sublease or a series of related or unrelated subleases) of all or of 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 twenty thirty (2030) days after such notice has been given by Tenant to Landlord; and during such twenty thirty (2030) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) all or substantially all of the Demised Premises, then 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there where Tenant desires to sublet part of the Demised Premises, then 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; and (b) from and after such date the minimum 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; andand (

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. 14.1 Tenant covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any part hereof or thereof, will notbe assigned, mortgaged, pledged, encumbered or otherwise transferred, by Tenant or by operation of law or otherwise, assignand that neither the Demised Premises, mortgage nor any part thereof, will be sublet or encumber occupied, by anyone other than Tenant, or for any purpose other than as set forth in this Lease, without the prior written consent of Landlord in every case, except as expressly provided in subparagraph (c) hereinbelow. Notwithstanding the foregoing provisions of this Section 14.1: (a) Prior to the agreement by Tenant to any assignment or sublet subletting, Tenant shall submit to Landlord in writing: (1) the name of the proposed assignee or permit subtenant; (2) a copy of the proposed written agreement including all of the terms and conditions of the proposed assignment or subletting, stating that such agreement shall not become effective unless Landlord hereunder shall consent thereto in writing and which shall contain a provision complying with Section 14.4; (3) the nature and character of the business of the proposed assignee or subtenant and any other information reasonably requested by Landlord; (4) a financial statement of the proposed assignee or subtenant, certified to by a certified public accountant as of a date not more than twelve (12) months prior thereto or if not available, such other financial information as may be reasonably acceptable to Landlord; and (5) an agreement by Tenant to indemnify, defend and hold Landlord harmless against any claim or liability for real estate brokerage commission payable with respect to any sublease or assignment by Tenant in accordance with this Article. Provided Tenant is not in default hereunder (after notice from Landlord if any be required hereunder and the expiration of any applicable grace period)1 Landlord's consent to any such proposed assignment or subletting shall not be "unreasonably" withheld or delayed, in accordance with paragraph (b). This paragraph (a) shall apply to each and every proposed assignment and sublease during the Term hereof, and if Tenant fails to consummate any proposed assignment or sublease to which Landlord shall have consented within one hundred eighty (180) days after granting such consent, this paragraph (a) shall again apply to said proposed assignment or sublease. (b) In determining reasonableness, Landlord may take into consideration all relevant factors surrounding the proposed sublease or assignment, including, without limitation, the following: (i) the financial stability and business reputation of the proposed assignee or subtenant; (ii) the nature of the business and the proposed use of the Demised Premises by the proposed assignee or any part thereof subtenant in relation to be occupied the majority of other tenants in the Park; (iii) the proposed assignee or used by others for desk space, mailing privileges or otherwise, without Landlord's prior written consent in each instance, which consent subtenant shall not be unreasonably withheld a tenant of other space in the Park, and shall not be entitled directly or delayed subject indirectly to diplomatic or sovereign immunity; and (iv) not more than two (2) unrelated entities shall occupy the Demised Premises at any time. (c) Notwithstanding any contrary provision of this Lease, provided Tenant shall not be in default hereunder (which continues after notice and the expiration of any applicable grace period), this Lease may be assigned at any time without the consent of Landlord, to any corporation into which or with which Tenant may be merged or consolidated, or to any corporation which shall purchase all or substantially all of the assets of Tenant, or assigned or sublet in whole or in part to any subsidiary or affiliate of Tenant, provided each of the following conditions shall be complied with: (i) If such assignment shall be to a successor by merger or consolidation, or by acquisition of assets, such successor shall have acquired all or substantially all of the assets of the assignor; (ii) If such assignment or sublease shall be to a subsidiary or affiliate, such subsidiary or affiliate shall have assumed all of the liabilities hereunder of the assignor, and the assignor shall have expressly agreed to continue to remain jointly and severally liable as Tenant hereunder; (iii) The assumptions and agreement referred to in subparagraphs (i) and (ii) above, shall be set forth in written instruments complying with the provisions of Section 11.0714.4 of this Lease; and (iv) The assignee or sublessee shall at all times use the Demised Premises for a purpose permitted by Article 4 hereof; and (v) Subdivision (iv) of paragraph (b) above shall apply. For the purposes of this paragraph, a corporation shall be deemed to be a subsidiary of Tenant if fifty (50%) percent or more of its voting stock shall be owned by Tenant, and a corporation or other person or entity shall be deemed to be an affiliate of Tenant if it directly or indirectly controls, is controlled by or is under common control with Tenant. (d) Notwithstanding the provisions of subparagraphs (b) and (c) above, Tenant shall obtain, at Tenant's cost and expense, all necessary governmental consents and approvals for the occupancy of the Demised Premises, or any portion thereof, by such permitted assignee or sublessee. (e) In the event of the sale or other disposition of all or substantially all of the assets of Tenant during the Term of this Lease, the transferee of assets shall be deemed to have assumed all obligations, covenants and responsibilities of Tenant under this Lease. Upon request of Landlord, the transferee of assets shall deliver to Landlord an instrument in recordable form evidencing the aforesaid assumption of this Lease. 14.2 If this Lease be assigned, is assigned or if the Demised Premises or any part thereof be underlet is sublet or occupied by anybody anyone other than Tenant, Landlordand if Tenant is in default (after notice from Landlord if any be required hereunder and the expiration of any applicable grace period), mayLandlord may collect Fixed Minimum Rent, after default by Tenant, collect rent Additional Rent and other charges from the assignee, undertenant sublessee or occupant, and apply the net amount collected to the rent Fixed Minimum Rent, Additional Rent and other charges herein reservedprovided, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereofcovenant by Tenant under Section 14.1, nor shall the same be deemed the acceptance of the assignee, undertenant sublessee or occupant as a tenant, or a release of Tenant from the further performance by Tenant of the covenants and agreements contained in this Lease on the part of Tenant herein contained. to be performed. 14.3 The consent by Landlord to any assignment, subletting, mortgage an assignment or encumbrance subletting shall not in any manner be construed to relieve Tenant Tenant, the assignee or subtenant from obtaining Landlord's the express consent in writing of Landlord to any other further assignment or further assignment, subletting, mortgage or encumbrance. 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 subletting required pursuant to be used or occupied by others, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07this Article 14. Section 11.02. If Tenant shall at any time 14.4 Each permitted assignee or times during the term transferee of this Lease desire shall assume and be deemed to assign have assumed this Lease or sublet all or part and shall be and remain liable jointly and severally with Tenant for the payment of the Demised PremisesFixed Minimum Rent, Additional Rent and other charges, and for the due performance of and compliance with all of the terms, covenants, conditions and agreements contained in this Lease on Tenant's part to be performed or complied with for the Term. No assignment, sublease or transfer shall be binding on Landlord unless such assignee, subtenant or transferee of Tenant shall give notice thereof deliver to Landlord, which notice shall be accompanied by (a) Landlord a conformed or photostatic copy duplicate original of the proposed assignment instrument of assignment, sublease or sublease, the effective or commencement date of transfer which shall be not less than thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. 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 contains a covenant of assumption by the assignee or transferee (hereinafter called the "Leaseback Space"other than a subtenant) 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)obligations aforesaid, (ii) terminate this Lease (if the proposed transaction is an assignment or contains a sublease (whether by one sublease or a series of related or unrelated subleases) of all or substantially confirmation that Landlord shall have all of the Demised Premisesrights set forth in this Article as to any further assignment or subletting superior to and preemptive of any rights of sublessor thereunder, or and (iii) terminate in every case, other than pursuant to Section 14.1(c) hereof Landlord shall have consented thereto in advance in writing as required hereunder. In the event of Tenant's failure to comply with the provisions of this Article, Landlord may elect to treat such purported assignee, subtenant or transferee as having assumed this Lease jointly and severally with respect Tenant, without in any way or to any extent binding Landlord to consent to such purported assignment, sublease or transfer. 14.5 If Landlord shall for any reason or cause recover or come into possession of said Demised Premises before the Leaseback Space (if date hereinbefore fixed for the proposed transaction is a sublease of part expiration of the Demised Premises). Said options may be exercised by Term, Landlord by notice to Tenant shall have the right at any time within twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease take over any and all subleases or sublet (whether by one sublease or a series of related or unrelated subleases) 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there Tenant desires to sublet part of the Demised Premises, then (a) this Lease shall end and expire with respect to such part subletting of the Demised Premises on or any part or parts thereof made or granted by Tenant and to succeed to the date that rights and privileges of Tenant with respect to said subleases and subletting or such of them as it may elect to take over and assume, and Tenant hereby expressly assigns and transfers to Landlord such of the proposed sublease was subleases and subletting as Landlord may elect to commence; take over and (b) from assume at the time of such recovery of possession, and after Tenant shall upon request of Landlord execute, acknowledge and deliver to Landlord such date further assignments and transfers as may be necessary, sufficient and proper to vest in Landlord the minimum rent then existing subleases and additional rent subletting. By its acceptance of and entry- into a sublease, subtenant thereunder shall be adjusteddeemed to have thereby agreed that, based upon at Landlord's election, such subtenant shall be bound to Landlord for the proportion that the rentable area balance of the Demised Premises remaining bears term of such sublease and shall attorn to the total rentable area Landlord, as its landlord, under all of the Demised Premises; andterms, covenants and conditions of such Sublease.

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. A. Except as otherwise expressly provided herein, Tenant or its legal representatives will not, not by operation of law or otherwise, assignassign (in whole or in part), mortgage or encumber this Lease, or sublet or permit the Demised Premises or any part thereof to be used or occupied or used by others for desk space, mailing privileges or otherwiseothers, without Landlord's ’s prior written consent in each instance. The consent by Landlord to any assignment or subletting, whether by Tenant or any other tenant in the Building, shall not be a waiver of or constitute a diminution of Landlord’s right to withhold its consent to any other assignment or subletting and shall not be construed to relieve Tenant from obtaining Landlord’s express written consent to any other or further assignment or subletting (to the extent such consent shall be expressly required hereunder). Such reasonable out-of-pocket attorneys’ fees as may be incurred by Landlord in connection with any proposed or actual assignment or subletting (whether or not Landlord’s consent thereto shall be required) shall be paid by Tenant, provided that such amount paid by Tenant shall not exceed $2,500.00 in each instance where Landlord’s consent with respect thereto is not required. B. If Tenant or its legal representatives desires to assign this Lease or sublet all or any portion of the Demised Premises, Tenant shall promptly notify the then managing agent of the Building in writing of its desire to assign or sublet prior to any marketing of such space. Upon obtaining a proposed assignee or subtenant upon acceptable terms, Tenant shall submit to Landlord in writing: (i) the name and address of the proposed assignee or sublessee; (ii) the terms of the proposed assignment or sublease; (iii) the nature and character of the business which the proposed assignee or sublessee will conduct in the Demised Premises; (iv) either (a) a complete financial statement (not more than 12 months old), for the proposed assignee or sublessee, certified by certified public accountants regularly retained by the proposed assignee or sublessee (if certified financial statements are regularly prepared for the proposed assignee or sublessee by a certified public accountant) or (b) a reasonably detailed uncertified financial statement (not more than 12 months old) for the proposed assignee or sublessee (if certified financial statements are not regularly prepared for the proposed assignee or sublessee by a certified public accountant), together with (in either event) a more current interim financial statement for the proposed assignee or sublessee, if available; (v) an executed copy of the proposed assignment or sublease or a copy of the final agreed upon term sheet setting forth all of the material financial terms and conditions of the proposed transaction (which in either event is conditioned upon Landlord’s rights and consent as provided in this Article 8); and (vi) any other information concerning the assignment or sublease which Landlord may reasonably request. Landlord shall have the option to be exercised within thirty (30) days from the submission of the aforesaid information: (i) to cancel this Lease with respect to the space to be sublet for the duration of the proposed sublease; or (ii) to require Tenant to execute and deliver an assignment or sublease to Landlord (or its designee) upon the same financial terms (and the same effective date) as submitted by Tenant to Landlord (except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary herein) pursuant to a form prepared by Landlord’s counsel and reasonably acceptable to Tenant upon substantially the same terms contained herein, except that (a) Landlord shall have the unrestricted right to assign or sublet and/or alter the space, it being agreed that (1) Tenant shall have no obligation to restore any alterations thereto performed during the term thereof by or on behalf of Landlord and/or any assignee or sub-sublessee thereof of any tier and (2) Tenant shall not be entitled to any portion of any profit, rent or other sums received by Landlord or its designee in connection with the leasing thereof, (b) Landlord shall have no obligation to furnish any security deposit to Tenant, (c) any assignment or subletting by Landlord or its designee may be for any purpose or purposes that Landlord shall deem suitable or appropriate (provided that it is consistent with a first-class office building), (d) if, as determined by Landlord, the fixed rental, tax and expense payments, electricity payment and other additional rent payments under the proposed sublease are greater than the fixed rental, tax and expense payments, electricity payment and other additional rent payments under this Lease for the term of the proposed sublease with respect to the sublet space (prorated on a rentable square foot basis if the sublease is for less than all of the Demised Premises), then the fixed rental, tax and expense payments, electricity payment and other additional rent payments under the sublease to Landlord (or its designee) pursuant to option (ii) shall be at the rates set forth in this Lease for the term of the proposed sublease with respect to the sublet space (prorated on a rentable square foot basis if the sublease is for less than all of the Demised Premises), (e) during the term of such sublease Landlord shall issue a monthly credit to Tenant hereunder equal to the monthly fixed rent and recurring additional rent payable to Tenant by Landlord or its designee pursuant to the terms of such sublease, although Tenant shall continue to be responsible for the balance of the Fixed Rent and additional rent due hereunder during the term of such sublease, (f) performance by Landlord and/or any assignee or sub-sublessee thereof of any tier during such recapture shall be deemed performance by Tenant of a similar obligation under this Lease and (g) the acts and/or omissions of any assignee or sub-sublessee thereof (including any holding over thereby) shall not constitute a default (or holding over) by Tenant hereunder (and, accordingly, Tenant shall not have any liability to Landlord in connection therewith, including pursuant to the terms of Section 16.4 hereof). In the event of a proposed assignment, Landlord shall also have the option, to be exercised within the said thirty (30) day period, to cancel and terminate this Lease effective on the date of Tenant’s proposed assignment, in which event this Lease and the term hereof shall expire and terminate on that date as if it were the date herein fixed for the termination and expiration of the term of this Lease. Tenant may not assign this Lease, nor sublet all or any part of the Demised Premises, if Tenant is then in default under this Lease beyond applicable notice and cure periods. In the event that Tenant proposes to sublet a portion of the Demised Premises, such portion must be configured in such a way that it may be legally separated from the balance of the Demised Premises with direct access to the elevators, stairs and toilet rooms on the floor on which the space is located, and if Landlord exercises either of its options set forth above in this Section as to such space, then at Landlord’s option except to the extent that the sublease or term sheet submitted to Landlord shall expressly impose the same upon Tenant’s proposed subtenant (in which event Landlord or any sub-sublessee thereof shall perform the same at its expense), either (x) Landlord, at Tenant’s expense, shall perform such alterations as shall be required in order to so separate such space from the balance of the Demised Premises and to provide such access to such portions of the floor in question or (y) prior to the date on which Tenant’s proposed sublease would have commenced, Tenant, at its expense, shall perform such alterations (it being understood that such alterations shall be subject to all of the terms and conditions of this Lease, including Article 13). Landlord shall have no obligation to restore any such alterations. C. If Tenant has complied with the provisions of Section 8.1B and Landlord has not exercised any of its foregoing options within the time set forth above, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld or delayed and shall be granted or denied by Landlord within thirty (30) days after Landlord receives all of the items with respect thereto set forth in clauses (i) through (vi) of Section 8.1B above (it being agreed that (a) the aforementioned thirty (30) day period and the thirty (30) day period set forth in Section 8.1B hereof for Landlord to exercise its recapture right with respect to such proposed transaction shall each run simultaneously and (b) if Landlord denies its consent to a proposed assignment or sublease, Landlord shall set forth the reason(s) therefor in writing); provided, however, that it may withhold consent thereto if in the reasonable exercise of its judgment it determines that: (1) The financial condition and general reputation for good character of the proposed assignee or sublessee are insufficient or not consistent with the obligation and responsibility undertaken by the proposed assignment or sublease; or (2) The proposed business to be conducted in the Demised Premises is not appropriate for the Building or in the keeping with the character of the existing tenancies or permitted by this Lease, or the use is not expressly permitted by this Lease; or (3) The nature of the occupancy of the proposed assignee or sublessee will cause a materially greater density of employees or traffic or make materially greater demands on the Building’s services or facilities than that made generally by office tenants of the Building; or (4) Tenant proposes to assign or sublet to (x) one who at the time is a tenant (or subsidiary or affiliate of a tenant) or to a party in possession of premises in the Building or (y) one with whom Landlord is negotiating a lease of space in the Building, but only if (solely with respect to clause (y) above) Landlord shall then have available comparably sized space for a comparable term in the Building (or Landlord reasonably anticipates that it will have such space available within the next nine (9) months). Promptly following Tenant’s written request therefor from time to time, Landlord shall advise Tenant whether a particular entity designated by Tenant shall be covered by the terms of this clause; or (5) The assignee or sublessee shall have or enjoy diplomatic immunity; or (6) Tenant is seeking to sublease all or any portion of the Private Entrance and/or the Amenity Premises except solely in connection with an assignment of this Lease or a sublease of at least one (1) full floor of the Office Space; or (7) Such proposed subletting would result in any floor of the Office Space being divided into more than three (3) rental units in the aggregate (including Tenant); or (8) Any combination of the foregoing conditions exist. 8.2 If this Lease shall be assigned or sublet in accordance with this Article, (a) any assignee of Tenant and any permitted subtenant and sub-subtenant hereunder shall be permitted to further assign this Lease or its sublease, respectively, without limitation upon and subject to the provisions applicable terms of this Article 8 (including the terms of Section 11.078.6(4) hereof) and (b) any direct subtenant of Tenant and any direct sub-subtenant of such subtenant may further sublease its subleased premises in accordance with the terms of this Article 8 (including the terms of Section 8.6(4) and clause (7) of Section 8.1C hereof), it being agreed that (i) Landlord shall grant or deny any such proposed further assignment or subletting using the same criteria as are applicable hereunder to a proposed assignment or subletting by Tenant (if consent thereto is required hereunder with respect thereto), (ii) such proposed further assignment or subletting shall be subject to all of the applicable terms and conditions set forth in this Article 8 and (iii) it is the intent of Landlord and Tenant that at no time during the term of this Lease shall there be more than two (2) tiers of subtenants (i.e., two (2) levels beneath Tenant) without Landlord’s approval in its sole and absolute discretion. In the event of any such further assignment or subletting in accordance with the foregoing terms of this Section 8.2 other than pursuant to the terms of Section 8.6(4) hereof, fifty (50%) percent of any rentals and/or consideration paid or payable by the assignee or sublessee in excess of the rentals reserved and/or payable under this Lease or its sublease, as the case may be (but net of any reasonable expenses incurred thereby) shall be calculated in accordance with the applicable terms of Section 8.5 hereof and paid to Landlord as additional rent hereunder. 8.3 If this Lease shall be assigned, or if the Demised Premises or any part thereof be underlet sublet or occupied by anybody any person or persons other than Tenant, Landlord, Landlord may, after any default by TenantTenant beyond applicable notice and cure periods that remains uncured, collect rent from the assignee, undertenant sublessee or occupant, occupant and apply the net amount collected to the rent herein reserved, but no such assignment, underlettingsubletting, occupancy or collection of rent shall be deemed a waiver of the provisions hereofcovenants in this Article, the nor shall it be deemed acceptance of the assignee, undertenant sublessee or occupant as a tenant, or a release of Tenant from the further full performance by Tenant of covenants all the terms of this Lease. 8.4 Each permitted assignee shall assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of the Fixed Rent and additional rent and for the due performance of all the terms herein contained on the Tenant’s part of Tenant herein contained. The consent by Landlord to any assignment, subletting, mortgage or encumbrance shall not in any manner be construed to relieve Tenant from obtaining Landlord's express consent to any other or further assignment, subletting, mortgage or encumbrance. 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, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. If Tenant shall at any time or times during performed for the term of this Lease desire Lease. Except as otherwise expressly provided in Section 8.6(4) hereof, no actual assignment (as distinct from a deemed assignment as described in Section 8.6(4) hereof) shall be effective unless Tenant shall promptly deliver to assign this Lease or sublet all or part Landlord a duplicate original of the Demised Premisesinstrument of assignment, Tenant shall give notice thereof in form reasonably satisfactory to Landlord, which notice shall be accompanied containing a covenant of assumption by (a) a conformed or photostatic copy the assignee of all of the proposed assignment obligations aforesaid and shall obtain from Landlord the aforesaid written consent, prior thereto. 8.5 Notwithstanding any provision of this Lease to the contrary, fifty percent (50%) of any rentals and/or consideration paid or sublease, payable by the effective assignee or commencement date sublessee in excess of which shall be not the rentals (prorated on a rentable square foot basis if the sublease is for less than thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. 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 called 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 (whether by one sublease or a series of related or unrelated subleases) of all or substantially all of the Demised Premises, or (iii) terminate reserved and/or payable under this Lease with respect shall be paid by Tenant as and when received by Tenant to Landlord as additional rent, first deducting on a cash basis from such excess, the reasonable expenses incurred by Tenant in effecting the assignment or sublease. Said reasonable expenses shall include, but not be limited to, brokerage fees, attorneys’ fees and disbursements, advertising costs, reasonable concessions to the Leaseback Space (if assignee or sublessee, including free rent or work contributions to the proposed transaction is a assignee or subtenant and the costs incurred in connection with alterations, decorations and installations made by Tenant pursuant to its subject assignment or sublease to prepare the space for occupancy by the assignee or sublessee. For purposes of this Section 8.5, consideration paid to Tenant shall include any consideration paid for or on account of any leasehold improvements, fixtures, furnishings, equipment and/or other tangible personal property in the Demised Premises which are in excess of the then unamortized costs thereof as shown on Tenant’s books and records. Such unamortized cost shall be determined in accordance with GAAP and consistent with Tenant’s customary accounting practices. If part of the Demised Premises). Said options may consideration for such sublease or assignment shall be exercised by Landlord by notice to Tenant at any time within twenty (20) days after payable in other than in cash, Landlord’s share of such notice has been given by Tenant non-cash consideration shall be in such form as is reasonably satisfactory to Landlord; and during such twenty . 8.6 Anything herein contained to the contrary notwithstanding: (201) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there Tenant desires to sublet part of the Demised Premises, then (a) this Lease shall end and expire with respect to market the Premises (or any portion thereof) for assignment or subletting setting forth a rental rate lower than the then Building rental rate for such part of the Demised Premises on the date that the proposed sublease was to commence; and space or (b) from and after such date the minimum 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; andlist with brokers (including a broker flyer distributed by electronic mail or ot

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. 22.01 Neither this Lease nor the Term and estate hereby granted, nor any part hereof or thereof, nor the interest of Tenant will notin any sublease or the rentals thereunder, shall be assigned, mortgage, pledged, encumbered or otherwise transferred by Tenant by operation of law or otherwise, assignand neither the Demised Premises nor any part thereof, mortgage shall be encumbered in any manner by reason of any act or encumber omission on the part of Tenant or anyone claiming under or through Tenant, or shall be sublet or be used or occupied or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant or for any purpose other than as permitted by this Lease, or sublet or permit without the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwise, without Landlord's prior written consent of Landlord in each instanceevery case, which consent except as expressly otherwise provided in this Article. For purposes of this Article 22, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant (including, without limitation, any capital stock issued in connection with any transfer), or of a corporate subtenant, or the transfer of a majority of the total interest in any partnership tenant or subtenant, however accomplished, whether in single transaction or in a series of related or unrelated transactions, shall not be unreasonably withheld or delayed subject to the provisions deemed an assignment of Section 11.07. this Lease, and (ii) a takeover agreement shall be deemed a transfer of this Lease. 22.02 If this Lease be assigned, whether or if not in violation of the provisions of this Lease, Landlord may collect rent from the assignee. If the Demised Premises or any part thereof be underlet sublet or be used or occupied by anybody other than Tenant, Landlordwhether or not in violation of this Lease, may, Landlord may after default by Tenant, and expiration of Tenant's time to cure such default, collect rent from the assignee, undertenant subtenant or occupant. In either event, and Landlord may apply the net amount collected to the rent rents herein reserved, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of any of the provisions hereof, of Section 22.01 or the acceptance of the assignee, undertenant subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedTenant's obligations under this Lease. The consent by Landlord to any assignment, sublettingmortgaging, mortgage subletting or encumbrance use or occupancy by others shall not in any manner wise be construed considered to relieve Tenant from obtaining Landlord's the express written consent of Landlord to any other or further assignment, sublettingmortgaging, mortgage or encumbrancesubletting or use or occupancy by others not expressly permitted by this Article. Tenant agrees to pay to Landlord reasonable counsel fees 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 (including, without limitation, the exercise by Landlord of any options under Section 22.04B or C, and the preparation and/or review of any and all documents in connection with any rights under this Article 22). 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 other claiming under or through Tenant, immediately or remotely. 22.03 Upon at least 20 days prior notice to Landlord, if Tenant is a corporation, this Lease may be assigned to a corporation into which Tenant merges or consolidates, or to any other corporation which controls, is controlled by, or under common control with Tenant, so long as the Demised Premises continue to be used for the Permitted Use; the transfer is not principally for the purpose of transferring the leasehold estate created hereby; the net worth of the assignee is at least equal to or in excess of the net worth of Tenant immediately prior to such assignment; the assignee assumes by documents satisfactory to Landlord all of Tenant's obligations to be performed under this Lease; and subject to all of the other terms and conditions of this Lease. 22.04 In no the event shall that at any permitted sublessee assign time or encumber its sublease from time to time prior to or further during the Term Tenant desires to 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, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. 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, : A. Tenant shall give submit to Landlord a written notice thereof of Tenant's desire to Landlordsublet, which notice shall contain or be accompanied by (a) a conformed or photostatic copy of the proposed assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option, (i) sublease such space (hereinafter called 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 (whether by one sublease or a series of related or unrelated subleases) 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 twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there 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; and (b) from and after such date the minimum 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; andfollowing information:

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. Tenant will not, by operation of law or otherwise, assign, mortgage or encumber this Lease, or sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwise, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 any assignment, subletting, mortgage or encumbrance shall not in any manner be construed to relieve Tenant from obtaining Landlord's express consent to any other or further assignment, subletting, mortgage or encumbrance. 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, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. 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 thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. 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 called 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 (whether by one sublease or a series of related or unrelated subleasessublease) of all or of 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 twenty thirty (2030) days after such notice has been given by Tenant to Landlord; and during such twenty thirty (2030) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) all or substantially all of the Demised Premises, then 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there where Tenant desires to sublet part of the Demised Premises, then 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; and (b) from and after such date the minimum 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; andand (

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. Tenant will not, by operation of law or otherwise, assign, mortgage or encumber this Lease, or sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwiseothers, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 any assignment, subletting, mortgage or encumbrance shall not in any manner be construed to relieve Tenant from obtaining Landlord's express consent to any other or further assignment, subletting, mortgage or encumbrance. 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, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. 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 thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. 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 called 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 (whether by one sublease or a series of related or unrelated subleases) of all or of substantially all of the Demised PremisesPremises for the balance of the term, or (iiiii) terminate this Lease with respect to the Leaseback Space space being sublet (if the proposed transaction is a sublease of part of the Demised PremisesPremises for the balance of the term). Said options may be exercised by Landlord by notice to Tenant at any time within twenty thirty (2030) days after such notice has been given by Tenant to Landlord; and during such twenty thirty (2030) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) all or substantially all of the Demised PremisesPremises for the balance of the term, then 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there where Tenant desires to sublet part of the Demised PremisesPremises for the balance of the term, then 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; and (b) from and after such date the minimum 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; andand (

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.0112.01. Except as specifically permitted by this Article, Tenant will not, shall not by operation of law or otherwise, assign, mortgage or encumber this Lease, or nor sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwiseothers, without Landlord's ’s prior written consent in each instance. An assignment or sublease, within the meaning of this Article 12, shall be deemed to include one or more sales or transfers, direct or indirect, by operation of law or otherwise, or creation of new stock, by which an aggregate of more than 50% of Tenant’s or a sublessee’s stock shall be vested in a party or parties who are non-stockholders as of the date hereof or as of the date of subletting, as the case may be; or the transfer of the majority of the total equity interest of the partners of any partnership tenant or subtenant however any of the foregoing is accomplished, whether by a single transaction or series of related or unrelated transactions. The consent by Landlord to any assignment or subletting shall not in any manner be construed to relieve Tenant from obtaining Landlord’s express written consent to any other or further assignment or subletting by Tenant or by any assignee or subtenant of Tenant, subject to and in accordance with the provisions of this Article 12. 12.02. If Tenant shall determine that it desires to sublet all or any part of the Demised Premises, Tenant shall notify Landlord of Tenant’s desire to do so (any such notice being hereinafter called an “Offer Notice”) specifying the space, the rent, the term for which Tenant desires to sublet and the terms and conditions on which Tenant proposes to sublet such space. Upon receipt of an Offer Notice, Landlord shall have the option, exercisable by Landlord in writing within thirty (30) days after receipt of such Offer Notice, to underlet from Tenant the space which Tenant so desires to sublet, for the term for which Tenant desires to sublet it, for a rent equal to the lower of: (i) the rent for which Tenant proposes to sublet such space, or (ii) the rent which Tenant by the terms of this Lease is required to pay for the rentable area of the space so to be underlet, such underlease to be upon the covenants, agreements, terms, provisions and conditions contained in this Lease except as hereinafter provided and except for such thereof which are irrelevant or inapplicable and, without limiting the generality of the foregoing, it is hereby expressly agreed that (a) Such underlease to Landlord shall give the undertenant the unqualified and unrestricted right, without Tenant’s permission, (x) to assign such underlease or any interest therein and/or to underlet the space covered by such underlease or any parts of such space for any purpose or purposes that the undertenant, in the undertenant’s discretion reasonably exercised, shall deem suitable or appropriate, except that Landlord agrees that any such underlease will not be assigned except simultaneously with an assignment of Landlord’s interest under this Lease so that at all times the Landlord under this Lease and the undertenant under said underlease shall be the same person, corporation or other entity, and each assignor of such underlease shall thereafter be released of all obligations under such underlease, and (y) to make any and all changes, alterations and improvements in the space covered by such underlease deemed desirable by the undertenant; (b) Such underlease shall provide that (x) anyassignee or subtenant of the undertenant may, at the election of the undertenant, be permitted to make alterations, decorations and installations in such space or any part thereof, and (y) any such alterations, decorations and installations therein made by any assignee or subtenant of the undertenant 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 underlease provided that such assignee or subtenant, at its expense, shall repair the damage and injury to such space so underlet caused by such removal; (c) Such underlease shall also provide that the parties to such underlease expressly negate any intention that any estate created under such underlease be merged with any other estate held by either of said parties, but Landlord, in the event it underleases or sublets the space covered thereby, shall nevertheless remain liable to Tenant for all rent due under such underlease. Tenant shall have the right to set off against any rent or charges due by Tenant under this Lease any amount owed Tenant under such underlease. Without limiting Tenant’s right of set-off as above provided, Landlord shall have no affirmative obligation to pay rent under such underlease at any time that Tenant is in default in payment of amounts due Landlord under this Lease; (d) Tenant shall and will at all times at its expense provide and permit an appropriate means of ingress and egress from such space so underlet by Tenant to Landlord, such means of ingress or egress to be specified by Tenant in the Offer Notice with respect to such space; (e) The occupant or occupants of all or any part or parts of such space shall, in common with Tenant, have the use of toilet facilities and other core facilities on the floor on which such space is located; (f) At the expiration of such underlease, Tenant shall accept the space covered thereby in its then existing condition, provided that Landlord shall have performed Landlord’s obligations to keep and maintain such space in good order and condition except for ordinary wear and tear; (g) No default by Landlord under such underlease or by anyone claiming through such underlease shall be deemed to constitute a default under this Lease; and (h) In the case of an underlease for the balance of the term of this Lease, this Lease shall be deemed to have been cancelled and terminated with respect to the space covered by said underlease and the fixed rent under this Lease and the rentable area of the Demised Premises shall be appropriately reduced as of the effective date of such underlease. In addition, if the space covered by said Offer Notice is for substantially all of the Demised Premises, and the term of the proposed sublet is for substantially all of the remainder of the term of this Lease, Landlord shall have the additional option, exercisable by Landlord in writing within thirty (30) days after receipt of such Offer Notice, to cancel this Lease effective as of the proposed effective date of such subletting. 12.03. If Landlord does not exercise either of the options granted to Landlord by Section 12.02 with respect to a particular space, then for a period of six (6) months after Landlord’s rejection of the Offer Notice (whether by actual rejection or the expiration of the thirty-day period referred to in Section 12.02), Landlord agrees that Landlord will not unreasonably withhold or delay consent to the subletting of such space by Tenant provided that the following further conditions shall be met: (a) The proposed rent (including additional rent and other allowances) payable by the proposed subtenant shall not be unreasonably withheld more advantageous to the proposed subtenant nor shall the other terms of the subletting be substantially different from those set forth in the Offer Notice; (b) The Demised Premises shall not, without Landlord’s prior consent, have been listed or delayed otherwise publicly advertised for subletting at a rental rate less than the rental rate being demanded by Landlord for comparable space in the Building. The foregoing, however, shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental rate, provided that such rental rate is not lower than the rental rate set forth in the Offer Notice; (c) Tenant shall not then be in default hereunder before the time herein provided, if any, to cure such default; (d) The proposed 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; (e) If Landlord shall have (or will have on or about the time of the projected commencement of the proposed sublease) suitable space available in the Building the proposed subtenant shall not then be a tenant, subtenant or assignee of any space in the Building, nor shall the proposed sublessee be a person or entity with whom Landlord is then negotiating to lease space in the Building; (f) The proposed subtenant shall not occupy and use the Demised Premises for purposes prohibited under Section 9.04; (g) The character of the business to be conducted or the proposed use of the Demised Premises by the proposed subtenant shall not (i) be likely to increase Landlord’s operating expenses beyond that which would be incurred for use by Tenant or for use in accordance with the standards of use of other tenancies in the Building; (ii) increase the burden on existing cleaning services or elevators over the burden prior to such proposed subletting; or (iii) violate or be likely to violate any provisions or restrictions herein relating to the use or occupancy of the Demised Premises; (h) Any proposed sublease shall state that it is expressly subject to all of the provisions obligations of Section 11.07Tenant under this Lease and the further condition and restriction that the sublease shall not be assigned, encumbered or otherwise transferred or the subleased premises further sublet by the sublessee in whole or in part, or any part thereof suffered or permitted by the sublessee to be used or occupied by others, without the prior written consent of Landlord in each instance as set forth herein; (i) In no event shall there be more than two (2) occupants (including Tenant) on any floor of the Building; and (j) Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed subtenant, and reasonable legal costs incurred in connection with the granting of any requested consent. 12.04. If this Lease shall be assigned, assigned or if the Demised Premises or any part thereof be underlet sublet or occupied by anybody any person or persons other than Tenant, Landlord, Landlord may, after default by Tenant, collect rent from the assignee, undertenant subtenant or occupant, occupant and apply the net amount collected to the rent herein reserved, but no such assignment, underlettingsubletting, occupancy or collection of rent shall be deemed a waiver of the provisions hereofcovenants in this Article, the nor shall it be deemed acceptance of the assignee, undertenant subtenant or occupant as a tenant, or a release of Tenant from the further full performance by Tenant of all the terms, conditions and covenants of this Lease. 12.05. Each permitted assignee or transferee shall assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of fixed rent, additional rent and adjustments of rent, and for the due performance of all the terms, covenants, conditions and agreements herein contained on Tenant’s part to be performed for the part term of this Lease. No assignment shall be binding on Landlord unless such assignee or Tenant herein containedshall deliver to Landlord a duplicate original of the instrument of assignment which contains a covenant of assumption by the assignee of all of the obligations aforesaid and shall obtain Landlord’s prior written consent pursuant to Section 13.01. 12.06. The consent by Landlord to any assignment, subletting, mortgage or encumbrance If Tenant shall not in any manner be construed to relieve Tenant from obtaining Landlord's express consent to any other or further assignment, subletting, mortgage or encumbrance. 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, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. 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 thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information if the rent plus any other consideration received by Tenant with respect to such subletting shall, as respects any portion of the proposed assignee or subtenantsublease term, exceed the rent payable under this Lease with respect to such portion of the sublease term (such excess, after deduction of all reasonable out-of-pocket expenses actually incurred in connection with the subletting, including, without limitation, its most recent financial reportcosts of alterations, brokerage commissions, legal fees and advertising expenses, being hereinafter referred to as “Sublease Profit”), Tenant shall pay over fifty (50%) percent of such Sublease Profit to Landlord as additional rent under this Lease, monthly as such Sublease Profit is received by Tenant. 12.07. Such notice Notwithstanding anything in this Lease to the contrary, Tenant may, without Landlord’s prior consent, sublet all or any portion of the Demised Premises or assign this Lease to one or more related corporations of Tenant or permit one or more related corporations of Tenant or any company into which Tenant shall be deemed an offer from merge, with which Tenant shall consolidate or which shall acquire substantially all of Tenant’s assets and business operations, or to a corporation wholly owned by Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option, (i) sublease such space (hereinafter called the "Leaseback Space") from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease of use and/or occupy all or any part of the Demised Premises); provided, (ii) terminate this Lease (if the proposed transaction is an assignment or a sublease (whether by one sublease or a series of related or unrelated subleases) of all or substantially all of the Demised Premiseshowever, 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 twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease that in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) all or substantially all any of the Demised Premisesforegoing, the surviving entity which shall then this Lease constitute Tenant shall end have gross assets and expire on net worth in amounts equal to or greater than the date gross assets and net worth of Tenant prior to said event; and provided further, that such assignment or sublet was if any related corporation of Tenant ceases, at any time, to be effective or commencerelated to Tenant, as the case may be, and the minimum rent and additional rent Tenant shall be paid and apportioned cause such corporation to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there Tenant desires to sublet part of the Demised Premises, then (a) this Lease shall end and expire with respect to such part of vacate the Demised Premises on the date that the proposed within 30 days. The provisions of Section 12.02 and Section 12.06 shall not apply to a sublease was to commence; and (b) from and after such date the minimum rent and additional rent shall be adjusted, based upon the proportion that the rentable area a related corporation of the Demised Premises remaining bears to the total rentable area of the Demised Premises; andTenant.

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. Except as otherwise specified herein, Tenant will not, by operation of law or otherwise, assign, mortgage or encumber this Lease, or sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwise, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 TenantTenant after all applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to any assignment, subletting, mortgage or encumbrance shall not in any manner be construed to relieve Tenant from obtaining Landlord's express consent to any other or further assignment, subletting, mortgage or encumbranceencumbrance as to which Landlord's consent is required pursuant to the terms hereof. 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. If Landlord's consent would be required were Tenant seeking to take the action being taken by such sublessee, which as sublessor, such consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07delayed. Section 11.02. 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, and if Landlord's consent is required pursuant to the terms hereof, 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, together with an abstract of the material terms of the assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, (c) a statement in sufficient detail reasonably satisfactory to Landlord, setting forth the calculations of the sums to be payable to Landlord pursuant to the provisions of Section 11.10, and (cd) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report, if available. 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 called 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 (whether by one sublease or a series of related or unrelated subleases) of all or substantially all of the Demised Premises, for all or (iii) terminate this Lease with respect to the Leaseback Space (if the proposed transaction is a sublease of part substantially all of the Demised Premises)term hereof. Said options may be exercised by Landlord by notice to Tenant at any time within twenty thirty (2030) days after such notice has been given by Tenant to Landlord; and during such twenty thirty (2030) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) all or substantially all of the Demised PremisesPremises for all or substantially all of the term, 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If In the event Landlord exercises its does not exercise the option provided to terminate it pursuant to Section 11.02 or if such option is not available to Landlord, and provided that Tenant is not in default in any of Tenant's obligations under this Lease after any applicable notice and cure periods, Landlord's consent (which must be in part writing and in any case there form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed, and shall in all events be granted or denied within thirty (30) days after Tenant's request therefor. In deciding whether or not to grant its consent, Landlord may consider whether: (a) Tenant desires to sublet part shall have complied with the provisions of Section 11.02; (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 limited to the use expressly permitted under Sections 4.01 and 4.02 of this Lease; and (ii) is in keeping with the then standards of the Building; (ac) this Lease shall end The proposed assignee or subtenant is a reputable person of good character and expire with respect to such 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, is then an occupant of any part of the Building, provided there is then comparable space in the Building in the same elevator bank, with substantially the same size and term as that of the proposed sublet premises, available for leasing by Landlord; (e) The proposed assignee or sublessee is not a person with whom Landlord is currently negotiating to lease comparable space in the Building; (f) The proposed sublease shall be in form reasonably satisfactory to Landlord and shall comply with the provisions of this Article; (g) At any one time there shall not be more than three (3) subtenants (including Landlord or its designee) in the Demised Premises; (h) Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the reasonable costs incurred in 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, provided such costs shall not exceed $3,000.00 for any one transaction; (i) Tenant shall not have (i) advertised the Demised Premises on for subletting or assignment without prior notice to Landlord, or (ii) listed the date that same at a rental rate less than the minimum rent or additional rent at which Landlord is then offering to lease other space in the Building; (j) The proposed sublease was subtenant or assignee shall not be entitled, directly or indirectly, to commence; diplomatic or sovereign immunity and (b) shall be subject to the service of process in and the jurisdiction of the courts of New York State. 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 any subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, Tenant shall and after such date will remain fully liable for the payment for the minimum 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 adjustedin violation of any of the obligations of this Lease, based upon the proportion and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that the rentable area notwithstanding any such subletting, no other and further subletting of the Demised Premises remaining bears by Tenant or any person claiming through or under Tenant (except as provided in Section 11.05) shall or will be made except upon compliance with and subject to the total rentable area provisions of this Article. If Landlord shall decline to give its consent to any proposed assignment or sublease, or if Landlord shall exercise its option under Section 11.02, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. Notwithstanding anything to the contrary in this Lease, Tenant, without Landlord's consent, but subject to the provisions of this paragraph and Section 11.09, may sublet all or any part of the Demised Premises to an entity which controls, is controlled by or is under common control with Tenant (any of the foregoing, a "Related Entity"), provided a duly executed counterpart of such sublease, in form satisfactory to Landlord, is delivered to Landlord at least ten (10) days prior to its effective date. Section 11.05. In the event that (a) Landlord fails to exercise its option under Section 11.02 and consents to a proposed assignment or sublease, and (b) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within one hundred twenty (120) days after the giving of such consent, then, Tenant shall again comply with all of the provisions and conditions of Section 11.02 (to the extent that same are applicable) before assigning this Lease or subletting all or part of the Demised Premises. Section 11.06. 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 Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord; (c) Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of termination, re-entry or dispossess by Landlord under this Lease Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any offset, not expressly provided in such sublease, which thereto accrued to such subtenant against Tenant, or (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month's rent. Section 11.07. If Landlord gives its consent to any assignment of this Lease or to any sublease as to which such consent is required, Tenant shall, in consideration therefor, pay to Landlord, as additional rent: (a) in the case of an assignment of this Lease or an assignment by any sublessee of any sublease, an amount equal to one-half of all sums and other consideration paid to Tenant from the assignee for such assignment or paid to Tenant by any sublessee or other person claiming through or under Tenant for such assignment (including, but not limited to sums paid for the sale or rental of Tenant's or sublessee's fixtures, leasehold improvements, less, in case of a sale or rental thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant's or sublessee's federal income tax returns). The sums payable to Landlord under this Section 11.07(a) shall be paid to Landlord within ten (10) business days after same are paid by such assignee to Tenant; and (b) in the case of a sublease, an amount equal to one-half of the rents and charges and other consideration paid under the sublease to Tenant by the subtenant or paid to Tenant by any such sublessee or other person claiming through or under Tenant in connection with such subletting which is in excess of the minimum rent and additional rent under Article 22 accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder or such sublessee) pursuant to the terms of this Lease (including, but not limited to, sums paid for the sale or rental of Tenant's fixtures, leasehold improvements, less, in the case of the sale or rental thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant's or sublessee's federal income tax returns). The sums payable to Landlord under this Section 11.07(b) shall be paid to Landlord within ten (10) business days after same are paid by such subtenant to Tenant. (c) For the purposes of computing the sums payable by Tenant to Landlord under subparagraphs (a) and (b) hereof, there shall be excluded from the consideration payable to Tenant by any assignee or sublessee any transfer taxes, rent concession, reasonable attorneys' fees, typical brokerage commissions, advertising costs and fix-up costs paid by Tenant with respect to such assignment or subletting, but only to the extent any such sums are allocable to the period of this Lease (in the case of any assignment), or the term of any sublease. All such exclusions shall be applied first against the consideration to recoup such expenses before payment of any consideration to Landlord. Section 11.08. If Tenant or any subtenant is a corporation, partnership, limited liability company or other entity, the provisions of Section 11.01 shall apply to a transfer (by one or more transfers) of a majority of the stock, partnership, membership or other ownership interests of Tenant or such subtenant, as the case may be, as if such transfer of a majority of the stock, partnership, membership or other ownership interests of Tenant or such subtenant were an assignment of this Lease; but said provisions and the provisions of Section 11.02 shall not apply to transactions with a corporation, partnership, limited liability company or other entity into or with which Tenant or such subtenant is merged or consolidated or to which substantially all of Tenant's or such subtenant's assets, stock, partnership, membership or other ownership interests are sold or transferred or to any corporation, partnership, limited liability company or other entity which controls, is controlled by or is under common control with Tenant or such subtenant, provided that in any such event (i) the successor to Tenant or such subtenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant or such subtenant immediately prior to such merger, consolidation or transfer, and ii) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction. Notwithstanding the foregoing, Tenant, without Landlord's consent, but subject to the provisions of Section 11.09, may assign this Lease to a Related Entity (as hereinbefore defined), provided a duly executed counterpart of such assignment together with an assumption of this Lease by the assignee, both in form reasonably satisfactory to Landlord, is delivered to Landlord at least ten (10) days prior to its effective date. Notwithstanding anything to the contrary contained in this Article 11, Landlord's consent shall not be required in the event of a mere change of name of the herein-named tenant, provided (a) there is no change in the equitable interests of the herein-named tenant in connection with such name change, (b) there is no event that would otherwise be deemed an assignment or a transfer of this Lease, and (c) the herein-named tenant provides Landlord with notice of such name change and re

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. (a) Tenant will not, not by operation of law or otherwise, assign, mortgage or encumber this Lease, or nor the estate and Term hereby granted, nor sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwiseothers, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 any assignment, subletting, mortgage assignment or encumbrance subletting shall not in any manner be construed to relieve Tenant from obtaining Landlord's express written consent to any other or further assignment, assignment or subletting, mortgage or encumbrance. In no event shall any permitted sublessee If Tenant desires to assign or encumber its sublease or further sublet all or any portion of its sublet spacethe Demised Premises then, notwithstanding that Tenant shall not have obtained a proposed assignee or otherwise suffer subtenant, Tenant shall give written notice ("Tenant's Notice") of such desire to Landlord, setting forth the desired effective date of such assignment or permit the sublet space or any part thereof desired commencement and expiration dates of such subletting, the area to be used sublet, the consideration or occupied by othersrent to be payable under such desired assignment or subletting, without Landlord's prior written consent in each instanceas the case may be, which consent shall not be unreasonably withheld and other economic terms and conditions of the desired assignment or delayed subject subletting. In such event, Tenant agrees to use as its exclusive rental agent for such purpose, for a period of ninety (90) days (and thereafter on a non-exclusive basis), the provisions then designated leasing agent of Section 11.07. Section 11.02. If Tenant shall at any time or times during the term Building and to notify such leasing agent of this Lease its desire to assign this Lease or sublet all or part of the Demised Premises, Tenant . Landlord shall give notice thereof have the following options 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 exercised within thirty (30) nor more than 180 days after the giving from receipt 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 reportTenant's Notice: 1. Such notice If an assignment shall be deemed an offer from Tenant to Landlord whereby Landlord (proposed or Landlord's designee) may, at its option, (i) sublease if such space (hereinafter called 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 (whether by one sublease or a series of related or unrelated subleases) of subletting shall be for all or substantially all of the Demised Premises, or (iii) Landlord shall have the option to cancel and terminate this Lease with respect to as of the Leaseback Space (if the date proposed transaction is by Tenant for such assignment or subletting. 2. If a proposed sublease of part shall be for less than all or substantially all of the Demised Premises)Premises or if it shall be for less than the balance of the Term granted hereunder, Landlord shall have the option to terminate this Lease as to the portion of the Demised Premises proposed to be sublet and for such portion of the Term as is included in such proposed sublease, to take effect as of the effective date thereof. Said options may In the event of the exercise of such option under this subparagraph 2, the rent and all other charges payable hereunder shall be exercised equitably apportioned, and Tenant shall be responsible for the cost of constructing any necessary demising walls. 3. Landlord shall have the option to require Tenant to execute an assignment or sublease to Landlord, or to any party designated by Landlord, containing the same terms and conditions as with the proposed assignee or subtenant, except that (A) the assignee or sublessee shall have an express unlimited right to assign or sublease to others, and make any alterations required in connection therewith, and (B) the rent or consideration payable under said assignment or sublease to Landlord or Landlord's designee shall be the lower of (i) the rental payable by notice Tenant to Tenant at Landlord under this Lease or (ii) the rental payable by the proposed assignee or subtenant pursuant to the proposed assignment or subletting. 01. Landlord agrees that it shall respond to any time request for consent to Tenant's proposed assignment or sublease within twenty (20) days after receipt of all information and documents relevant thereto and if Landlord shall fail to so respond within said thirty (30) days, Landlord shall be deemed to have consented to Tenant's proposed assignment, sublease or occupancy, provided that Tenant's request for consent contains a legend in bold typeface to the effect that Landlord's failure to respond within said thirty (30) days shall be deemed Landlord's consent. If Tenant fails to obtain a specific assignee or sublessee within said six (6) month period or fails to consummate any proposed assignment or subletting to which Landlord shall have consented within one hundred eighty (180) days after granting such notice has been given by Tenant consent, paragraph (a) shall again apply to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03said proposed assignment or subletting. If Landlord exercises its option to terminate this Lease shall not exercise any of the options described in the case where paragraph (a) above and Tenant desires either to shall thereupon assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) all or substantially all any portion of the Demised Premises, then and in that event, Tenant shall pay to Landlord, as additional rent, fifty (50%) percent of the excess, if any, of the Fixed Rent plus additional rent paid by the assignee or sublessee to Tenant over the Fixed Rent plus additional rent allocable to that part of the Demised Premises affected by such assignment or sublease pursuant to the provisions of this Lease, such excess, if any, to be reduced by the actual reasonable expenses incurred by Tenant in connection with such assignment or subletting, including, without limitation, brokerage commissions (if applicable) but not in excess of one and one half commissions, the cost of physically separating the sublet area (if applicable) from the rest of the Demised Premises and other related construction expenses actually incurred in connection with preparing the space for occupancy by the sublessee, free rent and reasonable legal expenses. Such additional rent payments shall be made monthly within five (5) days after receipt of the same by Tenant. Fifty (50%) percent of any cash or other consideration payable to Tenant in connection with such assignment or sublease or the sale of Tenant's property in connection therewith (less in the case of the sale thereof the fair market value of such personal property, as reasonably determined by Landlord), shall be similarly paid over to Landlord when and as received by Tenant. If Tenant fails to consummate any proposed assignment or subletting to which Landlord shall have consented within sixty (60) days after granting such consent, paragraph (a) shall again apply to said proposed assignment or subletting. No option exercised by Landlord pursuant to the provisions of paragraph (a), and no assignment or sublease made to Landlord under the provisions of paragraph (a), shall be binding upon any purchaser of any ground or underlying lease who acquires such ground or underlying lease by reason of the foreclosure of any mortgage to which this Lease is subordinate, nor upon any assignee of any ground or underlying lease who takes such assignment in lieu of such foreclosure, it being understood, however, that such purchaser or assignee may, at its option, elect to enforce such option, assignment or sublease. (b) In determining reasonableness, Landlord may take into consideration all relevant factors surrounding the proposed sublease or assignment, including, without limitation, the following: (i) the financial stability and business reputation of the proposed assignee or subtenant; (ii) the nature of the business and the proposed use of the Demised Premises by the proposed assignee or subtenant in relation to the majority of other tenants in the Building; (iii) the proposed assignee or subtenant shall not be a tenant of other space in the Building or a party which has dealt with Landlord or Landlord's agent (directly or through a broker) with respect to space in the Building during the six (6) months immediately preceding Tenant's request for Landlord's consent, provided Landlord has comparable space in the Building for such proposed assignee or subtenant; (iv) restrictions contained in leases of other tenants of the Building; (v) the effect that the proposed assignee's or subtenant's occupancy or use of the Demised Premises would have upon the operation and maintenance of the Building and Landlord's investment therein; (vi) not more than two entities (excluding, Tenant and any Related Entities (as hereinafter defined)) shall occupy the Demised Premises at any time. Section 11.02. If this Lease shall end be assigned, or if the Demised Premises or any part thereof be sublet or occupied by any person or persons other than Tenant, Landlord may after default by Tenant, collect rent from the assignee, subtenant or occupant and expire on apply the date that net amount collected to the rent herein reserved, but no such assignment assignment, subletting, occupancy or sublet was to be effective or commence, as the case may be, and the minimum rent and additional collection of rent shall be paid deemed a waiver of the covenants in this Article, nor shall it be deemed acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the full performance by Tenant of all the terms, conditions and apportioned covenants of this Lease. Section 11.03. Each assignee or transferee shall assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of the rent, additional rent and adjustments of rent, and for the due performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the Term of this Lease. No assignment shall be binding on Landlord unless such dateassignee or Tenant shall deliver to Landlord a duplicate original of the instrument of assignment which contains a covenant of assumption by the assignee of all of the obligations aforesaid and shall obtain from Landlord the aforesaid written consent prior thereto. Section 11.04. If Landlord exercises its option For the purposes of this Lease, any sale, transfer or assignment of the majority stock of a corporate Tenant (other than a sale of shares of a corporate tenant the shares of which are listed on a registered securities exchange or are regularly traded in the "over-the-counter market" provided such sale is effectuated on such exchange or in such market) or any transfer in the control of Tenant by operation of law or otherwise shall be deemed an assignment. Notwithstanding the foregoing, the sale, transfer or assignment of the majority of the stock of Tenant pursuant to terminate this Lease in part in a public or private offering or pursuant to any case there Tenant desires corporate restructuring shall not be deemed an assignment, provided that the same is not done to sublet part circumvent the prohibition contained herein. Section 11.05. The listing of any name other than that of Tenant, whether on the doors of the Demised Premises, on the Building directory or otherwise, shall not operate to vest any right or interest in this Lease or the Demised Premises. It is expressly understood that any such listing is a privilege extended by Landlord that is revocable at will by written notice to Tenant. Section 11.06. Tenant shall reimburse Landlord for any costs incurred by Landlord to review the requested consent provided in Article 11, including reasonable attorneys' fees. Section 11.07. If Landlord shall recover or come into possession of the Demised Premises before the Expiration Date, Landlord shall have the right to take over any sublease made by Tenant and to succeed to all rights of Tenant thereunder, Tenant hereby assigning (effective as of the date of Landlord's succession of Tenant's estate in the Demised Premises) such subleases as Landlord may elect to take over. Every subletting hereunder shall be subject to the condition that, from and after the termination of this Lease or re-entry by Landlord hereunder or other succession by Landlord to Tenant's estate in the Demised Premises, the subtenant shall waive any right to surrender possession or to terminate the sublease and, at Landlord's election, shall be bound to Landlord for the balance of the term thereof and shall attorn to and recognize Landlord, as its landlord, under all of the then executory terms of such sublease, except that Landlord shall not be (a) liable for any previous act, omission or negligence of Tenant under such sublease, (b) subject to any counterclaim, defense or offset theretofore accruing to such subtenant against Tenant, (c) bound by any previous modification or amendment of such sublease made without Landlord's consent or by any previous prepayment of more than one month's rent and additional rent unless paid as provided in the sublease, or (d) obligated to perform any repairs or other work in the subleased space or the Building beyond Landlord's obligations under this Lease, and each subtenant shall execute and deliver such instruments as Landlord may reasonably request to evidence and confirm such attornment. Section 11.08. Notwithstanding anything to the contrary elsewhere contained herein (including Section 11.01(a) hereof and Landlord's rights thereunder to profit sharing), provided that Tenant shall not be in monetary default or material non-monetary default in any of the terms of this Lease shall end beyond notice and expire the expiration of any applicable grace period, Tenant may, without Landlord's consent but upon not less than ten (10) days' prior written notice to Landlord, sublet to, or allow occupancy by, any corporations or other business entities which control, are controlled by, or are under common control with respect Tenant (herein referred to such as a "Related Entity") all or part of the Demised Premises on or permit any Related Entity to occupy the date that the proposed sublease was to commence; and (b) from and after such date the minimum rent and additional rent shall be adjusted, based upon the proportion that the rentable area same for any of the Demised Premises remaining bears purposes permitted to the total rentable area Tenant, subject however to compliance with Tenant's obligations under this Lease. Such subletting or occupancy shall not be deemed to vest in any such Related Entity any right or interest in this Lease nor shall such subletting or occupancy relieve, release, impair or discharge any of Tenant's obligations hereunder. Tenant shall deliver to Landlord a copy of any such sublease or occupancy agreement for all or any portion of the Demised Premises; and. Landlord hereby acknowledges and agrees that the following Related Entities may occupy the Demised Premises but only for so long as such entities shall continue to remain Related Entities of Tenant: (i) Taxi Tops Inc. (d/b/a Medallion Taxi Media), (ii) ▇▇▇▇▇▇▇ Capital Corp., (iii) Transportation Capital Corp., (iv) Medallion Funding Corp., and (iv) Business Lenders LLC.

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. Tenant will shall not, whether voluntarily or involuntarily, by operation of law or otherwise, assign(a) assign or otherwise transfer this Lease or any interest therein or offer or advertise to do so, mortgage (b) sublet or encumber this Lease, or sublet suffer or permit the Demised Premises or any part thereof to be used, occupied or used utilized by others for desk spaceanyone other than Tenant or offer or advertise to do so, mailing privileges or otherwise(c) mortgage, without Landlord's prior written consent in each instancepledge, encumber or otherwise hypothecate (any of which consent shall not be unreasonably withheld or delayed subject referred to the provisions of Section 11.07. If as a "Mortgaging") 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 containedin any manner whatsoever. The consent by Landlord [landlord to any assignment, subletting, mortgage subletting or encumbrance mortgaging shall not in any manner be construed to relieve Tenant Tenant, or any assignee or sublessee from obtaining Landlord's prior express written consent to any other or further assignment, subletting, mortgage or encumbranceMortgaging. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any a portion of its sublet space, or otherwise suffer or permit the sublet space or any part pan thereof to be used or occupied by others, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07Pliers. Section 11.02. 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 For purposes of the proposed assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its optionthis Article, (i) sublease such space (hereinafter called the "Leaseback Space") from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease of all or part transfer by any means of the Demised Premises)legal or beneficial interests in either voting power, capital or profits in Tenant or in any corporation, partnership or other entity directly, or indirectly comprising Tenant, of the majority of the issued and outstanding capital stock of any corporate Tenant or subtenant, or the transfer of a majority of the beneficial interest in any other entity (iipartnership or otherwise) terminate this Lease (if which is the proposed transaction is an assignment Tenant or a sublease (subtenant, however accomplished, whether by one sublease in a single transact on or in a series of related or unrelated subleasestransactions, shall be deemed an assignment of this Lease or a sublease. as the case may be, provided, however, that the transfer of the outstanding stock of any corporate Tenant, shall be deemed not to include the sale of such stock by persons or panics through the over-the-counter, market" of through any recognized stock exchange (ii) a takeover shall be deemed an assignment of this Lease, (iii) a modification, amendment or extension of a sublease previously consented to shall be deemed a new sublease, (iv) a merger or consolidation of Tenant with another entity shall be deemed an assignment of this Lease and (v) the sale 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 assets of part of the Demised Premises). Said options may be exercised by Landlord by notice to Tenant at any time within twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign be deemed an assignment of this Lease Lease. Tenant agrees to furnish Landlord with such information as Landlord may reasonably request from time to time in order to assure Landlord that neither Tenant nor sublet such space to any person. subtenant have violated the provisions of this Article 11. Notwithstanding the foregoing, Section 11.03. If Landlord exercises its option to terminate this Lease in ll.01 shall nor prohibit the case where merger or consolidation of a corporate Tenant desires either to assign this Lease with a corporation or sublet (whether by one sublease or a series the transfer of related or unrelated subleases) all or substantially all of the Demised Premisesa corporate Tenant's assets to a corporation, then this Lease shall end and expire on the date which corporation in either circumstance is controlled by Tenant or is under common control with Tenant, provided that such assignment or sublet was to be effective or commence, as the case may be, and the minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there 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; and (b) from and after such date the minimum 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; andevents:

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. Tenant will not, by operation of law or otherwise, assign, mortgage or encumber this Lease, or sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, space or mailing privileges or otherwiseprivileges, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 any assignment, subletting, mortgage or encumbrance shall not in any manner be construed to relieve Tenant from obtaining Landlord's express consent to any other or further assignment, subletting, mortgage or encumbrance. 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, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. 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 executed copy of the proposed assignment or sublease, together with an abstract of the material terms of the assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) nor more than 180 one hundred eighty (180) days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, (c) a statement in sufficient detail satisfactory to Landlord, setting forth the calculations of the sums to be payable to Landlord pursuant to the provisions of Section 11.10, and (cd) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option, (i) sublease such space (hereinafter called 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 (whether by one sublease or a series of related or unrelated subleases) 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 twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) 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 minimum rent and additional rent shall be paid and apportioned to such date. . Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there 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; and (b) from and after such date the minimum 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; andIntentionally Deleted. Section 11.05. Intentionally Deleted.

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. Tenant will notSECTION 17.01 Neither this Lease nor the term and estate hereby granted, by operation of law nor any ------------- part hereof or otherwisethereof, assign, mortgage or encumber this Lease, or may be sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwiseassigned, without Landlord's prior written consent consent. SECTION 17.02 No assignment or sublease consented to by Landlord shall be valid ------------- and enforceable unless the assignee or subTenant shall have assumed all of the liabilities hereunder of the assignor or subLandlord, and the assignor shall have expressly agreed to continue to remain jointly and severally liable as Tenant hereunder. The assumption and agreement shall be set forth in each instance, which consent shall not be unreasonably withheld or delayed subject to a written instrument complying with the provisions of Section 11.07. If not in compliance with these terms shall be voidable by Landlord. SECTION 17.03 Each permitted assignee or subTenant shall assume and be deemed to ------------- have assumed this Lease and shall be assigned, or if the Demised Premises or any part thereof be underlet or occupied by anybody other than and remain liable jointly and severally with Tenant, Landlordfor the payment of the rent, may, after default by Tenant, collect additional rent from the assignee, undertenant or occupantand adjustments of rent, and apply the net amount collected to due performance of and compliance with all the rent terms, covenants, conditions and agreements 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 contained on the Tenant's part of Tenant herein contained. The consent by Landlord to any assignment, subletting, mortgage or encumbrance shall not in any manner be construed to relieve Tenant from obtaining Landlord's express consent to any other or further assignment, subletting, mortgage or encumbrance. 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 performed or occupied by others, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. If Tenant shall at any time or times during complied with for the term of this Lease desire Lease. No assignment or sublease shall be binding on Landlord unless such assignee or subTenant shall deliver to assign this Lease or sublet all or part Landlord a duplicate original of the Demised Premises, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by (a) a conformed or photostatic copy instrument of the proposed assignment or sublease, sublease which contains a covenant of assumption by the effective or commencement date of which shall be not less than thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature subTenant of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option, (i) sublease such space (hereinafter called 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 (whether by one sublease or a series of related or unrelated subleases) 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 twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any personobligations aforesaid. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there 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; and (b) from and after such date the minimum 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

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. 22.01 Neither this Lease nor the Term and estate hereby granted, nor any part hereof or thereof, nor the interest of Tenant will notin any sublease or the rentals thereunder, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant by operation of law or otherwise, assignand neither the Demised Promises nor any part thereof, mortgage shall be encumbered in any manner by reason of any act or encumber emission on the part of Tenant or anyone claiming under or through Tenant, or shall be sublet or be used or occupied or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant or for any purpose other than as permitted by this Lease, or sublet or permit without the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwise, without Landlord's prior written consent of Landlord, at Landlord's sole discretion, in each instanceevery case, which consent except as expressly otherwise provided in this Article. For purposes of this Article 22, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, its parent or any entity having a controlling interest in either (including, without limitation, any capital stock issued in connection with any transfer), or of a corporate subtenant, or the transfer of a majority of the total interest in any partnership tenant or subtenant, however accomplished, whether in single transaction or in a series of related or unrelated transactions, shall not be unreasonably withheld or delayed subject to the provisions deemed an assignment of Section 11.07. this Lease, and (ii) a takeover agreement shall be deemed a transfer of this Lease. 22.02 If this Lease be assigned, whether or if not in violation of the provisions of this Lease, Landlord may collect rent from the assignee. If the Demised Premises or any part thereof be underlet sublet or be used or occupied by anybody other than Tenant, Landlordwhether or not in violation of this Lease, may, Landlord may after default by Tenant, and expiration of Tenant's time to cure such default, collect rent from the assignee, undertenant subtenant or occupant. In either event, and Landlord may apply the net amount collected to the rent rents herein reserved, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of any of the provisions hereofprovision of Section 22.01, or the acceptance of the assignee, undertenant subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedTenant's obligations under this Lease. The consent by Landlord to any assignment, sublettingmortgaging, mortgage subletting or encumbrance use or occupancy by others shall not in any manner wise be construed considered to relieve Tenant from obtaining Landlord's the express written consent of Landlord to any other or further assignment, mortgage, or subletting or use or occupancy by others not expressly permitted by this Article. Notwithstanding any assignment, subletting, mortgage mortgaging or encumbranceuse or occupancy by others, Tenant shall remain fully responsible and liable to Landlord for all of the terms and conditions of this Lease, and for all acts and omissions of any assignee, subtenant, user or occupant of the Demised Premises, or anyone claiming through or under any of the foregoing, which shall be in violation of any of the obligations of Tenant hereunder. Tenant agrees to pay to Landlord reasonable counsel fees 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 (including, without limitation, the exercise by Landlord of any options under section 22.04B or C, and the preparation and/or review of any and all documents in connection with any rights under this Article 22). 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 other claiming under or through Tenant, immediately or remotely. A. Upon at least 20 days prior notice to Landlord, if Tenant is a corporation, this Lease may be assigned to a corporation into which Tenant merges or consolidates, or to any other corporation which controls, is controlled by, or under common control with Tenant, so long as the Demised Premises continue to be used for the Permitted Use; the transfer is not principally for the purpose of transferring the leasehold estate created hereby; the net worth of the assignee is at least equal to or in excess of the net worth of Tenant immediately prior to such assignment; the assignee assumes by documents satisfactory to Landlord all of Tenant's obligations to be performed under this Lease; and subject to all of the other terms and conditions of this Lease. B. Tenant may, without Landlord's approval, sublet up to 5,000 rentable square feet of contiguous space in which Tenant shall provide and conduct an office services business pursuant to which others may share or use offices with Tenant providing office support services as part thereof (including, without limitation, secretarial services, telecopy, telephone and photocopy services and conference room use), on the following terms and conditions: 1. Tenant shall give Landlord at least 20 days prior notice of each such sublet together with the information specified in Sections 22.04B 1, 2, 3 and 4. 2. The provision of Sections 22.04E (i), (iv), (v), (ix), (x), (xii) and (xiv) shall be applicable hereto. 3. No more than the lesser of 2 offices (or 500 rentable square feet) shall be subleased to the same individual or entity or any affiliated or related individual or entity. The foregoing 2 offices may be Increased to 3 or 4 offices subject to Landlord's consent not to be unreasonably withheld. 22.04 In no the event shall that at any permitted sublessee assign time or encumber its sublease from time to time prior to or further during the Term Tenant desires to sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof Demised Premises (other than pursuant to be used or occupied by others, without LandlordSection 22.03): A. Tenant shall submit to Landlord a written notice of Tenant's prior written consent in each instancedesire to sublet, which consent shall not be unreasonably withheld contain or delayed subject to the provisions of Section 11.07. Section 11.02. 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 thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. 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 called 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 (whether by one sublease or a series of related or unrelated subleases) 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 twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there 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; and (b) from and after such date the minimum 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; andfollowing information:

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. Tenant will not, by operation of law or otherwise, assign, mortgage or encumber this Lease, or sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwiseothers, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed unduly delayed, subject to the provisions of Section 11.07. 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 any assignment, subletting, mortgage or encumbrance shall not in any manner be construed to relieve Tenant from obtaining Landlord's express consent to any other or further assignment, subletting, mortgage or encumbrance. 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, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. 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 thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premisespremises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option, (i) sublease such space (hereinafter called the "Leaseback Space") from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease of all or substantially all or part of the Demised Premises), (ii) terminate this Lease (if the proposed transaction is an assignment or a sublease (whether by one sublease or a series of related or unrelated subleases) of all or of 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 twenty thirty (2030) days after such notice has been given by Tenant to Landlord; and during such twenty thirty (2030) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) all or substantially all of the Demised Premises, then 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there where Tenant desires to sublet part of the Demised Premises, then 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; and (b) from and after such date the minimum 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; andand (

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. (a) Tenant will not, not by operation of law or otherwise, assign, mortgage or otherwise encumber this Lease, or nor the estate and Term hereby granted, nor sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwiseothers, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 any assignment, subletting, mortgage assignment or encumbrance subletting shall not in any manner be construed to relieve Tenant from obtaining Landlord's express written consent to any other or further assignment, assignment or subletting, mortgage or encumbrance. In no event shall any permitted sublessee If Tenant desires to assign or encumber its sublease or further sublet all or any portion of the Demised Premises, Tenant agrees to use as its sublet spaceexclusive rental agent for such purpose for a period of thirty (30) days (and thereafter on a non-exclusive basis), or otherwise suffer or permit the sublet space or any part thereof then designated leasing agent of the Building and to be used or occupied by others, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions notify such leasing agent of Section 11.07. Section 11.02. If Tenant shall at any time or times during the term of this Lease its desire to assign this Lease or sublet all or part of the Demised Premises. Upon obtaining a proposed assignee or sublessee, upon terms satisfactory to Tenant, Tenant shall give notice thereof submit to Landlord, which notice shall be accompanied by Landlord in writing (a1) a conformed or photostatic copy of the proposed assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity name of the proposed assignee or subtenant, ; (2) the terms and conditions of the proposed assignment or subletting; (3) the nature of its business and its proposed use character of the Demised Premises, and (c) current financial information with respect to business of the proposed assignee or subtenant, including, without limitation, its most recent financial reportsubtenant and any other information reasonably requested by Landlord. Such notice Upon receipt of the foregoing submission from Tenant Landlord shall have the following options to be exercised within thirty (30) days from the date of such receipt: 1. If an assignment shall be deemed an offer from Tenant to Landlord whereby Landlord (proposed or Landlord's designee) may, at its option, (i) sublease such space (hereinafter called the "Leaseback Space") from Tenant upon the terms and conditions hereinafter set forth (if the a 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 (whether by one sublease or a series of related or unrelated subleases) of subletting shall be for all or substantially all of the Demised Premises, or (iii) terminate this Lease with respect to Landlord shall have 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 twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in effective as of the case where date proposed by Tenant desires either to assign this Lease for such assignment or sublet (whether by one subletting. 2. If a proposed sublease or a series of related or unrelated subleases) shall be for less than all or substantially all of the Demised Premises, then this Lease shall end and expire on the date that such assignment Premises or sublet was to be effective or commence, as the case may be, and the minimum rent and additional rent if it shall be paid and apportioned to such date. Section 11.04. If for less than the balance of the Term of this Lease, Landlord exercises its shall have the option to terminate this Lease as to the portion of the Demised Premises proposed to be sublet for such portion of the Term as is included in part such proposed sublease, effective as of the effective date of such proposed sublease. In the event of the exercise of such option under this subparagraph 2, the rent and all other charges payable hereunder shall be equitably apportioned, and Tenant shall be responsible for the cost of constructing any necessary demising walls. 3. Landlord shall have the option to require Tenant to execute an assignment or sublease to Landlord, or to any party designated by Landlord, upon the same terms and conditions as contemplated with the proposed assignee or subtenant, except that (A) Landlord (or Landlord's designee) as assignee or sublessee shall have an express unlimited right to further assign or sublease to others and to make any alterations required in connection therewith, and (B) the rent or consideration payable under such assignment or sublease to Landlord (or Landlord's designee) shall be the lower of (i) the rental payable by Tenant to Landlord under this Lease, or (ii) the rental payable by the proposed assignee or subtenant pursuant to the assignment or sublease originally proposed by Tenant. (b) If Landlord shall not exercise any case there of its foregoing options within the time set forth above, provided Tenant desires shall not then be in default hereunder, Landlord's consent to any such proposed assignment or subletting shall not be "unreasonably" withheld, as described in paragraph (c) of this Section 11. 01. If Landlord shall not exercise any of the options described in paragraph (a) above and Tenant shall thereupon assign this Lease or sublet part all or any portion of the Demised Premises, then (a) this Lease and in that event Tenant shall end and expire with respect pay to such Landlord as additional rent the difference, if any, between the Fixed Rent plus additional rent allocable to that part of the Demised Premises on affected by such assignment or sublease pursuant to the date that provisions of this Lease, and the proposed sublease was to commence; and (b) from and after such date the minimum rent Fixed Rent and additional rent payable by the assignee or sublessee to Tenant. Such additional rent payments shall be adjustedmade monthly within five (5) days after receipt of the same by Tenant. Any other cash or other consideration payable to Tenant in connection with such assignment or sublease or the sale of Tenant's property in connection therewith shall be similarly paid over to Landlord when and as received by Tenant. If Tenant fails to consummate any proposed assignment or subletting to which Landlord shall have consented within sixty (60) days after granting such consent, based paragraph (a) shall again apply to said proposed assignment or subletting. No option exercised by Landlord pursuant to the above provisions of paragraph (a), and no assignment or sublease made to Landlord under the above provisions of paragraph (a), shall be binding upon any purchaser of any ground or underlying lease who acquires such ground or underlying lease by reason of the proportion foreclosure of any mortgage to which this Lease is subordinate, nor upon any assignee of any ground or underlying lease who takes such assignment in lieu of such foreclosure, it being understood, however, that such purchaser or assignee may, at its option, elect to enforce such option, assignment or sublease. (c) In determining reasonableness with respect to its consent to a proposed assignment or sublease by Tenant, Landlord may take into consideration all relevant factors surrounding the rentable area proposed assignment or sublease, including, without limitation, the following: (i) the financial stability and business reputation of the proposed assignee or subtenant; (ii) the nature of the business and the proposed use of the Demised Premises remaining bears by the proposed assignee or subtenant in relation to the total rentable area majority of other tenants in the Building; (iii) that the proposed assignee or subtenant shall not be a tenant of other space in the Building or a party which has dealt with Landlord or Landlord's agent (directly or through a broker) with respect to space in the Building during the six (6) months immediately preceding Tenant's request for Landlord's consent, provided Landlord has space in the Building for such proposed assignee or subtenant; (iv) restrictions contained in leases of other tenants of the Building; (v) the effect that the proposed assignee's or subtenant's occupancy or use of the Demised Premises; andPremises would have upon the operation and maintenance of the Building and Landlord's investment therein; (vi) that not more than one entity shall occupy the Demised Premises at any time. Section 11.02. If this Lease shall be assigned, or if the Demised Premises or any part thereof be sublet or occupied by any person or persons other than Tenant, Landlord may after default by Tenant, collect rent from the assignee, subtenant or occupant and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of the covenants in this Article, nor shall it be deemed acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the full performance by Tenant of all the terms, conditions and covenants of this Lease. Section 11.03. Each assignee or transferee shall assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of the rent, additional rent and adjustments of rent, and for the due performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the Term of this Lease. No assignment shall be binding on Landlord unless such assignee or Tenant shall deliver to Landlord a duplicate original of the instrument of assignment which contains a covenant of assumption by the assignee of all of the obligations aforesaid and shall obtain from Landlord the aforesaid written consent prior thereto. Section 11.04. For the purposes of this Lease, any sale, transfer or assignment of more than fifty (50%) percent of the stock of a corporate Tenant or any transfer in the control of Tenant by operation of law or otherwise shall be deemed an assignment. For the purposes hereof, "control" shall be deemed to mean ownership of not less than a majority of all of the voting stock of such corporation or not less than a majority of all of the legal and equitable interest in any other business entities.

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. (a) Tenant will not, not by operation of law or otherwise, assign, mortgage or encumber this Lease, or nor sublet or permit the Demised Premises demised premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwiseothers, without Landlord's prior express written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 any assignment, subletting, mortgage assignment or encumbrance subletting shall not in any manner be construed to relieve Tenant from obtaining Landlord's express written consent to any other or further assignment, subletting, mortgage assignment or encumbrance. In no event subletting nor shall any permitted sublessee such consent by Landlord serve to relieve or release Tenant from its obligations to fully and faithfully observe and perform all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. (b) If Tenant shall desire to assign or encumber its sublease or further to sublet all or any portion of the demised premises, Tenant shall give notice thereof to Landlord and in said notice shall set forth all pertinent business terms of the proposed assignment or subletting as well as the name and address of the proposed assignee or sublessee, information as to financial condition of such assignee or sublessee, the nature and character of the business and credit of such assignee or sublessee, and proposed use which the assignee or sublesse desires to make of the demised premises. Said notice shall bear the signature of the proposed sublessee or assignee attesting to its sublet spaceaccuracy. Tenant shall in addition, at Landlord's reasonable request, furnish such other further information as Landlord may request concerning such proposed assignment or subletting. After receipt of such notice from Tenant, Landlord shall have the following options to be exercised within sixty (60) days from the later to occur of (1) the receipt of Tenant's notice, or otherwise suffer (2) if Landlord shall request additional information from Tenant, the receipt of such additional information when furnished by Tenant: (i) In the event Tenant's notice is of Tenant's desire to make an assignment or permit a subletting of all or substantially all of the sublet space demised premises Landlord shall have the option to cancel and terminate this Lease as the date proposed by Tenant for such assignment or subletting, which options shall be exercised within the aforesaid sixty (60) day period and on which date the term of this Lease shall cease and expire with the same force and effect as if such date were originally provided herein as the expiration of the term hereof. (ii) In the event Tenant's notice is of Tenant's desire to make a subletting for less than all or substantially all of the demised premises, Landlord shall have the option, to be exercised within said sixty (60) day period, of canceling and terminating this Lease only as to such portion of the demised premises to take effect as of the proposed effective date thereof as stated in Tenant's notice. In the event Landlord exercises its option under this subparagraph (ii) the rent and all other charges payable hereunder shall be equitably adjusted and apportioned. (c) Landlord shall have the further option, to be exercised within thirty (30) business days from submission of Tenant's request, to require Tenant to execute an assignment or sublease to Landlord or Landlord's designee on the same terms and conditions in Landlord's own name, or the name of Landlord's designee, with a right to sublease to others without Tenant's consent being required for such or any part thereof further sublettings. If Landlord shall not exercise its foregoing further option within the time set forth, its consent to be used any such proposed assignment or occupied by others, without Landlord's prior written consent in each instance, which consent subletting shall not be unreasonably withheld or delayed unduly delayed, provided, however, that Landlord may withhold consent thereto if in the exercise of its reasonable judgment it determines that: (i) The financial condition and general reputation of the proposed assignee or subtenant are not consistent with the extent of the obligation undertaken by the proposed assignment or sublease. (ii) The proposed use of the demised premises under the proposed assignment or sublease is not (a) appropriate for the Building and/or the floor(s) of the Building on which the demised premises are located or (b) in keeping with the character of the existing tenancies in the Building and/or the floor(s) of the Building on which the demised premises are located or (c) permitted under the terms of this Lease including but not limited to the use of the demised premises permitted under Article 2 of this Lease. (iii) The nature of the occupancy of the proposed assignee or subtenant will cause an excessive density of employees or traffic or make excessive demands on the Buildings services or facilities or in any way lessen the character of the Building. (iv) The Tenant proposes to assign or sublet to a party that at the time is a tenant or occupant of premises in the Building of which the demised premises are a part (or to a subsidiary or related entity of such a tenant or occupant) or to a party who has dealt with Landlord or Landlord's agent (directly or through a broker) with respect to space in the Building during the preceding twelve (12) month period, or to one who at the time is a tenant or occupant of premises in any other building then managed by Landlord's managing agent, presently Cammeby's Management Company LLC. (v) Tenant proposes to assign or sublet all or a portion of the demised premises at a rental rate less than the rental rate Landlord is then asking for other space in the Building or less than the then market rental rate. In the event Landlord should withhold or delay its consent to any proposed assignment or sublease, the sole remedy of Tenant shall be to institute action for specific performance if Tenant believes that such withholding or delaying of consent was unreasonable and Tenant hereby expressly waives any claim for monetary damages by reason of such withholding or delaying of consent by Landlord. (d) Further, and as a condition of Landlord's consent to any assignment of subletting: 1. Tenant at the time of requesting Landlord's consent shall not be in default in the payment of any rent, additional rent, or other sums or charges provided to be paid by Tenant hereunder and further that Tenant is not then in material default otherwise under this Lease; 2. That each assignee of this Lease shall assume in writing all of the terms, covenants and conditions of this Lease on the part of Tenant hereunder to be performed and observed. 3. That an original or duplicate original of the instrument of assignment and assumption or the sublease agreement shall be delivered to Landlord within five (5) days following the making thereof; and 4. than any instrument of sublease shall specifically state that each sublease is subject to all of the provisions terms, covenants and conditions of Section 11.07. Section 11.02this Lease. If Tenant shall duly comply with all of the foregoing then, as aforesaid, Landlord shall not unreasonably withhold or unduly delay its consent to such assignment or subletting, provided further, however, and on condition that at the time of requesting Landlord's consent Tenant shall pay to Landlord the sum of $1,000.00 as a processing fee for each assignment and/or subletting. (e) It is agreed that if Landlord shall not exercise any time of its foregoing options and shall consent to such assignment or times during the term of this Lease desire to subletting, and Tenant shall thereupon assign this Lease or sublet all or any portion of the demised premises, then and in that event Tenant shall pay to Landlord, as additional rent, (i) in the event of an assignment, the amount of monies, if any, which the assignee has agreed to and does pay to Tenant in consideration of the making of such assignment less however all out of pocket costs actually incurred by Tenant in connection with the making of such assignment, including but not limited to any brokerage fees, advertising and alteration costs; and (ii) in the vent of a subletting, (x) the amount, if any, by which the fixed basic rent and additional rent payable by the sublessee to Tenant shall exceed the fixed basic rent plus additional rent allocable to that part of the Demised Premisesdemised premises affected by such sublessee pursuant to the provisions of this Lease, plus (y) the amounts, if any, payable by such sublessee to Tenant shall give notice thereof pursuant to Landlord, which notice any side agreement as consideration (partial or otherwise) for Tenant making such subletting. Such additional rent payments shall be accompanied made monthly within five (5) days after receipt of the same by Tenant or within five (a5) a conformed days after Tenant is credited with the same by the assignee or photostatic copy sublessee. At the time of submitting the proposed assignment or subleasesublease to Landlord, Tenant shall certify to Landlord in writing whether or not the effective assignee or commencement date sublessee has agreed to pay any monies to Tenant in consideration of which the making of the assignment or sublease other than as specified and set forth in such instruments, and if so Tenant shall certify the amounts and time of payment thereof in reasonable detail. (f) If this Lease shall be not less assigned, or if the demised premises or any part thereof be sublet or occupied by any person or persons other than thirty Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant and apply the net amount collected (30which may be treated by Landlord as rent or as use and occupancy) nor more than 180 days after to the giving rent herein reserved but no such assignment, subletting, occupancy or collection of such notice, (b) rent shall be deemed a statement setting forth in reasonable detail the identity waiver of the proposed covenants in this Article, nor shall it be deemed acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the full performance by Tenant of all the terms, conditions and covenants of this Lease. (g) Each permitted assignee or subtenant, transferee shall assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the nature of its business and its proposed use payment of the Demised Premisesrent, additional rent and adjustment of rent, and (c) current financial information with respect for the due performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the proposed term of this Lease and any renewals and modifications hereof. No assignment shall be binding on Landlord unless, as hereinbefore provided, such assignee or subtenantTenant shall deliver to Landlord a duplicate original of the instrument of assignment which contains a covenant of assumption by the assignee of all of the obligations aforesaid and shall obtain from Landlord the aforesaid written consent prior thereto. Any assignment, includingsublease or agreement permitting the use and occupancy of the premises to which Landlord shall not have expressly consented in writing shall be deemed null and void and of no force and effect. (h) Any sale, without limitation, its most recent financial report. Such notice transfer or assignment of a majority of the issued and outstanding stock of a corporate tenant shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option, (i) sublease such space (hereinafter called the "Leaseback Space") from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease assignment of all or part of the Demised Premises), (ii) terminate this Lease (if the proposed transaction is an assignment or a sublease (whether by one sublease or a series of related or unrelated subleases) 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)lease. Said options may be exercised by Landlord by notice to Tenant at any time within twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there 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; and (b) from and after such date the minimum 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; andPLEASE INITIAL [ ] [x] LANDLORD TENANT

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. (A) Tenant will not, not by operation of law or otherwise, assign, mortgage or encumber this Lease, or not sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwise, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 any assignment, subletting, mortgage or encumbrance shall not in any manner be construed to relieve Tenant from obtaining Landlord's express consent to any other or further assignment, subletting, mortgage or encumbrance. 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 express written consent in each instance, which consent shall not be unreasonably withheld or delayed subject . Subject to the provisions of Section 11.07Paragraph (47)(B)(vii) hereinbelow, any transfer, by 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. (The issuance of shares of stock to other than the existing shareholders shall be deemed to be a transfer of such stock for the purposes of this Article.) Subject to the provisions of Paragraph (47)(B)(vii) hereinbelow, if there has been a previous transfer of less than a fifty (50%) percent interest in Tenant during the term of this Lease, any other transfer of an interest in Tenant which would then result in an aggregate 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. Section 11.02. If (i) In the event that Tenant shall at any time or times during the term of this Lease desire to assign this Lease or sublet all or any part of the Demised Premises, Tenant shall give notice (the "Assignment/Sublet Notice") thereof to Landlord, which notice shall be accompanied by (a) at Tenant's option, either a conformed or photostatic copy of the proposed assignment or sublease agreement (provided, however that such proposed assignment or sublease agreement need not be in executed form if accompanied by a writing signed by Tenant and the proposed assignee or sublessee indicating their intent to enter into the proposed assignment or sublease upon Landlord consenting thereto), or a copy of a letter of intent (the "Letter of Intent") executed by or on behalf of Tenant and the proposed assignee or subtenant setting forth the material business terms of the proposed assignment or sublease, in either event, the effective or commencement date of which shall be not less than thirty at least fifteen (3015) nor more than 180 business 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 reportreport or statement (if same exists, and if not, the equivalent information in a form reasonably satisfactory to Landlord), and (d) such other information as Landlord may reasonably request. 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 called 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 (whether by one sublease or a series of related or unrelated subleases) of all or substantially all of the Demised Premises), or (iiiii) terminate this Lease with respect to the Leaseback Space space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises for all or substantially all of the remainder of the term of this Lease, i.e., the term of which expires during the final eighteen (18) months prior to the Expiration Date). For purposes of this paragraph, "substantially all of the Demised Premises)" shall mean more than seventy (70%) percent thereof. Said options may be exercised by Landlord by notice to Tenant at any time within twenty fifteen (2015) business days after such notice has been Landlord's receipt of the Assignment/Sublet Notice, together with all other documentation and information required pursuant to this paragraph to be given by Tenant to LandlordLandlord ("Recapture Period"); and during such twenty (20) day period Recapture Period Tenant shall not assign this Lease nor or sublet such space to any person. Following the expiration of the Recapture Period, Tenant shall have thirty (30) days to submit to Landlord Tenant's written request for Landlord's consent to a proposed assignment or sublease on the same terms and conditions as were contained in the proposed assignment or sublease or the Letter of Intent, which was previously submitted to Landlord pursuant to this Section, whichever is applicable. In the event that Tenant fails to submit such written request for Landlord's consent as set forth in the preceding sentence within such 30 day period, then in connection for with any request for Landlord's consent to such proposed assignment of this Lease or proposed subletting of the Demised Premises or any portion thereof submitted after such 30 day period, Tenant will be required to comply with all of the requirements of this paragraph and Landlord shall have all the options under this paragraph. Section 11.03. (ii) If Landlord exercises its option to terminate this Lease in the case where event that Tenant desires either to assign this Lease or to sublet (whether by one sublease or a series of related or unrelated subleases) all or substantially all of the Demised Premises, then this Lease shall end and expire on upon the date that such assignment or sublet subletting was to be effective or to commence, as the case may be, and the minimum rent Minimum Rent and additional rent Additional Rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease as to a portion of the Demised Premises in part in any case there the event that Tenant desires to sublet part a portion of the Demised Premises, then (a) this Lease Lease, with respect to the portion of the Demised Premises affected by such subletting, shall end and expire with respect upon the date that such subletting was to such part commence, the Minimum Rent payable hereunder and the Additional Rent payable pursuant to this Lease hereof shall be adjusted in proportion to the portion of the Demised Premises on affected by such termination and Tenant shall at its sole cost and expense (and prior to the effective date that of said sublease) erect such demising walls as are necessary to separate the proposed sublease was to commence; and (b) from and after such date the minimum rent and additional rent shall be adjusted, based upon the proportion that the rentable area terminated portion of the Demised Premises remaining bears to from the total rentable area remainder of the Demised PremisesPremises and to provide access thereto. (iii) In the event that Tenant complies with the provisions of this subparagraph of this Article and Landlord does not exercise an option provided to it thereunder within the time provided therefor, and provided that Tenant is not in default of any of Tenant's obligations under this Lease, Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment of this lease or subletting of a portion or all of the Demised Premises shall not be unreasonably withheld or delayed, provided the following conditions have been satisfied: (1) in Landlord's reasonable judgment, the proposed assignee or subtenant is engaged in such a business , and the Demised Premises will be used in such a manner, that: (x) is limited to the use expressly permitted under this Lease; and (y) will not violate any negative covenant as to use contained in any other Lease of space in the Building about which Tenant has been informed following its request to Landlord for such information; (2) 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; (3) the proposed assignee or sublessee is not then an occupant of any part of the Building who is seeking to relocate to the Demised Premises (or any portion thereof) from any other space in the Building; (4) the proposed assignee or sublessee is not a personwith whom Landlord is then, or shall have been during the previous twelve (12) month period, negotiating to lease space in the Building; (5) Tenant shall have submitted to Landlord a fully executed counterpart of the proposed assignment or the proposed sublease, as the case may be, and the form of the same shall be reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article; (6) The rental rate to be paid by the proposed subtenant is not less than the then current rental rate being charged by Landlord under leases being entered into for comparable space in the Building, and the other terms and conditions of the sublease are the same as those contained in the proposed sublease furnished to Landlord pursuant to paragraph (b) of this Article; (7) Tenant shall reimburse Landlord on demand for an costs that may be incurred by Landlord in connection with said agreement or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and the reasonable legal costs incurred in connection with the granting of any requested consent; (8) Tenant shall not have (a) advertised or publicized in any way the availability of the Demised Premises without prior notice to, and approval by, Landlord, which approval Landlord agrees not to unreasonably withhold, nor shall any advertisement state the name (as distinguished from the address) of the Building, or (b) listed the Demised Premises for subletting or assignment, with a broker, agent or representative or otherwise, at a proposed rental less than the Minimum Rent and Additional Rent at which Landlord is then offering to Lease other space in the Building; (9) the sublease shall not provide for an option on behalf of the subtenant thereunder to extend or renew the term of such sublease and shall also not grant to subtenant any space option or other option set forth in this Lease (which option(s) is (are) only granted to the original Tenant hereunder); (10) such subletter shall not result in there being more than three (3) occupants of the Demised Premises in the 19th floor portion of the Demised Premises (inclusive of Tenant) and two (2) occupants in the 20th floor portion of the Demised Premises (inclusive of Tenant); and (11) the proposed assignee or subtenant shall not be (i) a government or any subdivision or agency thereof, (ii) a school, college, university or educational institution of any type, whether for profit or nonprofit, (iii) an employment agency, or (iv) a provider of medical services of any kind. (iv) 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 and/or acceptance of Minimum Rent or Additional Rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the Minimum Rent and Additional Rent due, and to become due, hereunder, for the performance of all of the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and for all acts and omissions of any licensee, subtenant, or any other person claiming under or through any subtenant that shall be in violation of any of the obligations of this Lease, and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that, notwithstanding any such subletting, no other and further subletting of the Demised Premises by Tenant, 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. (v) Any assignment or transfer shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, whereby the assignee shall assume all of the obligations of this Lease on the part of Tenant to be performed or observed and which accrue on and after the effective date of the assignment and whereby the assignee shall agree that the provisions contained in paragraph (a) shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers. (vi) If Landlord shall give its consent to any assignment of this Lease or to any sublease, Tenant shall, in consideration therefor, pay to Landlord, as Additional Rent: (a) in the case of an assignment, an amount equal to fifty (50%) percent of all sums and other consideration payable to Tenant by the assignee for, or by reason of, such assignment, including, without limitation, all sums payable for the sale of Tenant's fixtures, Leasehold improvements, equipment, furniture, furnishings, or other personal property (collectively, the "Tenant's Property"), after deducting therefrom "Tenant's Costs" (as defined below); and (b) in the case of a sublease, fifty (50%) percent of any rents, additional charges, or other consideration payable under the sublease by the subtenant to Tenant that are in excess of the Minimum Rent and Additional Rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof, including, without limitation, all sums paid for the sale or rental of Tenant's Property, after deducting therefrom Tenant's Costs.

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. (a) Tenant will not, not by operation of law or otherwise, assign, mortgage or encumber this Lease, or not sublet or permit the Demised Premises demised premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwiseothers, without Landlord's prior express written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 any assignment, subletting, mortgage assignment or encumbrance subletting shall not in any manner be construed to relieve Tenant from obtaining Landlord's express written consent to any other or further assignment, subletting, mortgage assignment or encumbrance. In no event subletting nor shall any permitted sublessee such consent by Landlord serve to relieve or release Tenant from its obligations to fully and faithfully observe and perform all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. (b) If Tenant shall desire to assign or encumber its sublease or further to 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, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. 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 Premisesdemised premises, Tenant shall give notice thereof to Landlord, which Landlord and in said notice shall be accompanied by (a) a conformed or photostatic copy set forth all pertinent business terms of the proposed assignment or sublease, subletting as well as the effective or commencement date of which shall be not less than thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity name and address of the proposed assignee or subtenantsublessee, information as to financial condition of such assignee or sublessee, the nature and character of its the business and its credit of such assignee or sublessee, and proposed use which the assignee or sublessee desires to make of the Demised Premisesdemised premises. Tenant shall in addition, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or at Landlord's designeerequest, furnish such other further information as Landlord in good faith may reasonably request concerning such proposed assignment or subletting. After receipt of such notice from Tenant, Landlord shall have the following options to be exercised within twenty (20) maybusiness days from the later to occur of (1) the receipt of Tenant's notice, at its optionor (2) if Landlord shall in good faith reasonably request additional information from Tenant, the receipt of such additional information when furnished by Tenant: (i) sublease such space (hereinafter called In the "Leaseback Space") from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction event Tenant's notice is a sublease of all or part of the Demised Premises), (ii) terminate this Lease (if the proposed transaction is Tenant's desire to make an assignment or a sublease (whether by one sublease or a series of related or unrelated subleases) subletting of all or substantially all of the Demised Premises, or (iii) demised premises Landlord shall have the option to cancel and terminate this Lease with respect to the Leaseback Space (if the proposed transaction is a sublease of part as of the Demised Premises). Said date proposed by Tenant for such assignment or subletting, which options may shall be exercised by Landlord by notice to Tenant at any time within the aforesaid twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) business day period Tenant shall not assign and on which date the term of this Lease nor sublet shall cease and expire with the same force and effect as if such space to any persondate were originally provided herein as the expiration of the term hereof. Section 11.03. If Landlord exercises its option (ii) In the event Tenant's notice is of Tenant's desire to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or make a series of related or unrelated subleases) subletting for less than all or substantially all of the Demised Premisesdemised premises, then Landlord shall have the option, to be exercised within said twenty (20) business day period, of cancelling and terminating this Lease shall end and expire on the date that such assignment or sublet was to be effective or commence, only as the case may be, and the minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04portion of the demised premises to take effect as of the proposed effective date thereof as stated in Tenant's notice. If In the event Landlord exercises its option to terminate under this Lease in part in any case there Tenant desires to sublet part of subparagraph (ii) 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; and (b) from and after such date the minimum rent and additional rent all other charges payable hereunder shall be adjusted, equitably adjusted and apportioned based upon the proportion that the rentable area of the Demised Premises demised premises remaining bears to the total rentable area of the Demised Premisesdemised Premises Prior to said termination in part. If Landlord shall not exercise its foregoing options within the time set forth, its consent to any such proposed assignment or subletting shall not be unreasonably withheld or unduly delayed, provided, however, that Landlord may withhold consent thereto if in the exercise of its sole reasonable judgment it determines that: (i) The financial condition and general reputation of the proposed assignee or subtenant are not consistent with the extent of the obligation undertaken by the proposed assignment or sublease. (ii) The proposed use of the demised premises is not appropriate for the Building or in keeping with the character of the existing tenancies or permitted by Tenant's Lease (however, the proposed use shall not be limited to the uses provided for in Article 2 of this Lease if such use otherwise complies with the requirements of this Article 41). Anything to the contrary contained in this Article 41 notwithstanding, Tenant shall be prohibited from assigning this Lease or subletting the demised premises in whole or in part if the use intended for the demised premises in conjunction with any such assignment or sublease shall be or include any of the following: governmental or quasi-governmental offices, offices of foreign countries, employment agency, employment center, school, medical offices or medical care, not-for-profit organization, messenger service, club(s), entertainment, broadcast or transmission facility (including production facilities relating thereto) laboratory, testing, training, classrooms, sales and service of food and beverage, sale of alcohol, retail, wholesale or other sales offices of any kind whatsoever (other than for sales over the internet, which are not (i) on an off-the-street basis or (ii) consummated with customers at the demised premises), health club, restaurant or a use which is open to the public and/or a use which conflicts with an exclusive use clause granted under any lease then in effect at the Building. Upon Tenant's written request made in conjunction with a proposed sublease (but in no event more often than once in any consecutive twelve month period), Landlord shall deliver to Tenant a list of such exclusive use clauses, if any, in other tenant's leases then in effect at the Building as of the date of Landlord's notice, but nothing contained herein shall be deemed to restrict in any way, Landlord's right to grant additional exclusive use clauses at any time and from time to time after the date of such notice. (iii) The nature of the occupancy of the proposed assignee or subtenant will cause an excessive density of employees or traffic or make excessive demands on the Building's services or facilities or in any other way lessen the character of the Building. (iv) The Tenant proposes to assign or sublet to a party that at the time is a tenant or occupant of premises in the Building of which the demised premises are a part (or to a subsidiary or related entity of such a tenant or occupant) or to a party who who was engaged in active negotiations with Landlord or Landlord's agent (directly, or through a broker) with respect to space in the Building during the preceding six (6) month period. (v) the Tenant advertises or publicly notices (e.g., newspapers, radio, billboard, television, circular, fliers) to assign or sublet all or a portion of the demised premises at a rental rate less than the rental rate Landlord is then asking for other space in the Building or less than the then market rental rate. Subject to the above stated terms and conditions of this clause (v), Tenant shall be permitted to list with a broker the Lease to be assigned or all or such portion of the demised premises to be sublet without any restriction as to the rental rate. In the event Landlord should withhold or delay its consent to any proposed assignment or sublease, the sole remedy of Tenant shall be to institute action for specific performance if Tenant believes that such withholding or delaying of consent was unreasonable and Tenant hereby expressly waives any claim for monetary damages by reason of such withholding or delaying of consent by Landlord. Notwithstanding the foregoing provisions of this paragraph 41(c), if Tenant disputes the reasonableness of Landlord's decision to refuse to consent to any proposed assignment or sublease as to which Landlord has agreed expressly in this Lease not to unreasonably withhold or delay its consent in accordance with the provisions of this Lease, then such dispute shall be settled and finally determined by arbitration in the City of New York in accordance with the following provisions hereof. Within seven (7) business days next following the giving of any notice by Tenant to Landlord stating that Tenant wishes such dispute to be so determined, Landlord and Tenant shall each give notice to the other setting forth the name and address of an arbitrator designated by the party giving such notice, time being of the essence. If either party shall fail to give notice of such designation within said seven (7) business days, then the arbitrator to be chosen by such party shall be chosen in the same manner as hereinafter provided for the appointment of the third arbitrator in the case where the two arbitrators chosen hereunder are unable to agree upon such appointment. The two arbitrators shall, within five (5) business days after the designation of the second arbitrator, designate a third arbitrator. If the two arbitrators shall fail to agree upon the designation of a third arbitrator within five (5) business days after the designation of the second arbitrator, then either party may apply to the President of the Real Estate Board of New York, Inc. or any successor organization thereto (the "Board") for the designation of such arbitrator; provided, however, nothing contained herein shall be construed to require submission of any dispute to the Board. If the Board shall fail to appoint said third arbitrator within thirty (30) days after such request is made, then either party may apply, on notice to the other, to the American Arbitration Association or any successor organization for the appointment of such third arbitrator. All arbitrators shall be persons who shall have had at least ten (10) years continuous experience in the business of managing and operating office buildings having in excess of 500,000 rentable square feet or acting as real estate agents for office buildings of that size in the Borough of Manhattan and shall be related to neither Landlord nor Tenant. The three arbitrators shall conduct such hearings as they deem appropriate rendering their award in writing and give notice to Landlord and Tenant of their award within seven (7) business days, if at all possible, after the designation of the third arbitrator; the concurrence of any two of said arbitrators shall be binding upon Landlord and Tenant. Any award of the arbitrators shall be limited solely to (i) a determination as to whether Landlord acted reasonably in withholding any such consent or approval, and (ii) if the arbitrators determine that Landlord acted unreasonably, an order directing Landlord to promptly consent to said assignment or subletting. No such award shall include an award for damages. Judgment upon any award rendered in any arbitration held pursuant to this Footnote 41M may be entered in any court having jurisdiction. However, the award in any arbitration held pursuant to this Footnote 41M shall be final and binding upon Landlord and Tenant, whether or not a judgment shall be entered in any court. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this Footnote 41M, each party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party and the fees and expenses of the third arbitrator shall be borne by the parties equally. If the resolution of any such dispute shall be adverse to Landlord, Landlord, nevertheless shall not be liable to Tenant for a breach of Landlord's covenant not to unreasonably withhold such consent, and Tenant's sole remedy in such event shall be to enter into the proposed assignment or subletting subject to all applicable provisions of this Lease. (d) Further, and as a condition of Landlord's consent, to any assignment of subletting: 1. Tenant at the time of requesting Landlord's consent shall not be in default in the payment of any rent, additional rent, or other sums or charges provided to be paid by Tenant hereunder and further that Tenant is not then in material default otherwise under this Lease beyond the expiration of the applicable notice and cure period. 2. That each assignee of this Lease shall assume in writing all of the terms, covenants and conditions of this Lease on the part of Tenant hereunder to be performed and observed. 3. That an original or duplicate original of the instrument of assignment and assumption or the sublease agreement shall be delivered to Landlord within five (5) days following the making thereof; and 4. That any instrument of sublease shall specifically state that each sublease is subject to all of the terms, covenants and conditions of this Lease. If Tenant shall duly comply with all of the foregoing then, as aforesaid, Landlord shall not unreasonably withhold or unduly delay its consent to such assignment or subletting, provided further, however, and on condition that at the time of requesting Landlord's consent Tenant shall pay to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Company, Inc. the sum of $1,000.00 as a processing fee for each assignment and/or subletting which shall include the Landlord's legal costs in connection with the Tenant's request for consent. (e) It is agreed that if Landlord shall not exercise any of its foregoing options and shall consent to such assignment or subletting, and Tenant shall thereupon assign this Lease or sublet all or any portion of the demised premises, then and in that event Tenant shall pay to Landlord, as additional rent, (i) in the event of an assignment, the amount of monies, if any, which the assignee has agreed to and does pay to Tenant in consideration of the making of such assignment less however all out of pocket costs actually incurred by Tenant in connection with the making of such assignment, including but not limited to any brokerage fees, advertising and alteration costs; and (ii) in the event of a subletting, (x) the amount, if any, by which the fixed basic rent and additional rent payable by the sublessee to Tenant shall exceed the fixed basic rent plus additional rent allocable to that part of the demised premises affected by such sublease pursuant to the provisions of this Lease, plus (y) 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 reasonable out of pocket costs actually incurred by Tenant in connection with the making of such sublease, including, but not limited to any reasonable brokerage fees, advertising and alteration costs incurred pursuant to the express terms of said sublease to prepare the affected portion of the demised premises for occupancy by such subtenant. Such additional rent payments shall be made monthly within ten (10) days after Tenant is credited with the same by the assignee or sublessee. At the time of submitting the proposed assignment or sublease to Landlord, Tenant shall certify to Landlord in writing whether or not the assignee or sublessee has agreed to pay any monies to Tenant in consideration of the making of the assignment or sublease other than as specified and set forth in such instruments, and if so Tenant shall certify the amounts and time of payment thereof in reasonable detail. (f) If this lease shall be assigned, or if the demised premises or any part thereof be sublet or occupied by any person or persons other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant and apply the net amount collected (which may be treated by Landlord as rent or as use and occupancy) to the rent herein reserved but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of the covenants in this Article, nor shall it be deemed acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the full performance by Tenant of all the terms, conditions and covenants of this Lease. (g) Each permitted assignee or transferee shall assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of the rent, additional rent, and adjustment of rent, and for the due performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the term of this Lease and any

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. (a) Tenant will not, not by operation of law or otherwise, assign, mortgage or encumber this Lease, or nor the estate and term hereby granted, nor sublet or permit the Demised Premises or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwiseothers, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. 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 any assignment, subletting, mortgage assignment or encumbrance subletting shall not in any manner be construed to relieve Tenant from obtaining Landlord's express written consent to any other or further assignment, assignment or subletting, mortgage or encumbrance. In no event shall any permitted sublessee If Tenant desires to assign or encumber its sublease or further sublet all or any portion of the Demised Premises, Tenant agrees to use as its sublet space, or otherwise suffer or permit exclusive rental agent for such purpose for a period of thirty (30) days the sublet space or any part thereof then designated leasing agent of the Building and to be used or occupied by others, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions notify such leasing agent of Section 11.07. Section 11.02. If Tenant shall at any time or times during the term of this Lease its 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 . After said thirty (30) nor more than 180 days after day period, Tenant shall use the giving of then designated leasing agent for such noticepurpose on a non-exclusive basis. Upon obtaining a proposed assignee or sublessee, upon terms satisfactory to Tenant, Tenant shall submit to Landlord in writing (b1) a statement setting forth in reasonable detail the identity name of the proposed assignee or subtenant, ; (2) the terms and conditions of the proposed assignment or subletting; (3) the nature of its business and its proposed use character of the Demised Premises, and (c) current financial information with respect to business of the proposed assignee or subtenant, including, without limitation, its most recent financial reportsubtenant and any other information reasonably requested by Landlord. Such notice Landlord shall be deemed an offer from Tenant have the following options to Landlord whereby Landlord (or Landlord's designee) may, at its option, (i) sublease such space (hereinafter called 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 (whether by one sublease or a series of related or unrelated subleases) 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 twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any person. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series Business Days from receipt of related or unrelated subleases) 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there 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; and (b) from and after such date the minimum 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; andTenant's submission:

ASSIGNMENT, SUBLETTING, MORTGAGING. Section 11.01. A. Tenant will notshall have the absolute right to sublet, by operation assign or otherwise transfer its interest in this Lease to a parent or operating subsidiary of law or otherwise, assign, mortgage or encumber this LeaseTenant, or sublet subsidiary of Tenant’s parent, or permit the Demised Premises to a corporation with which it may merge or any part thereof to be occupied or used by others for desk space, mailing privileges or otherwiseconsolidate, without Landlord's prior ’s approval, written or otherwise. Any change in the publicly traded stock of the Tenant is not deemed to be an assignment or transfer under this Article. B. The consent in each instanceby Landlord to any other transfer, which consent assignment, subletting, license or concession agreement, or hypothecation shall not be unreasonably withheld withheld, conditioned or delayed subject delayed; provided, however , if Landlord fails to respond to any request by Tenant for Landlord’s consent or approval within thirty (30) days of such written request, the consent or approval of Landlord shall be deemed given. Tenant shall submit to Landlord in writing: (1) the name of the proposed assignee or subtenant; (2) the terms of the proposed assignment or sublease; and (3) the nature and character of the business which the proposed assignee or subtenant will conduct in the Demised Premises. Landlord’s review shall be limited to the provisions subtenant’s or assignee’s intended use of Section 11.07the Demised Premises, which intended use shall not violate a restrictive covenant recorded in the real property records covering the Demised Premises in effect as of the date this Lease is executed, or be illegal or immoral. Tenant may not assign all or any part of this Lease, nor sublet all or any part of the Demised Premises, if Tenant is in default under this Lease. In addition, Tenant may not request Landlord to consider and/or approve any proposed subletting or assignment if Tenant is in default under this Lease. 8.02. If this Lease shall be assigned or sublet in accordance with this Article, such assignee or subtenant shall not be permitted to further assign or sublet in whole or in part. 8.03. If this Lease shall be assigned, or if the Demised Premises or any part thereof be underlet sublet or occupied by anybody any person or persons other than Tenant, Landlord, Landlord may, after default by Tenant, collect rent from the assignee, undertenant subtenant, or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underlettingsubletting, occupancy occupancy, or collection of rent shall be deemed a waiver of the provisions hereofcovenants in this Article, the nor shall it be deemed acceptance of the assignee, undertenant subtenant, or occupant as a tenant, or a release of Tenant from the further full performance by Tenant of all the terms, conditions, and covenants on the part of Tenant herein containedthis Lease. The consent by Landlord to Under no circumstance will any assignment, subletting, mortgage assignment or encumbrance shall not in any manner be construed to relieve Tenant from obtaining Landlord's express consent to any other or further assignment, subletting, mortgage or encumbrance. 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 result in a release of Tenant’s obligations for the entire term of this Lease. 8.04. Each permitted assignee or permit transferee shall assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the sublet space or any payment of the fixed rent and additional rent and for the due performance of all the terms, covenants, conditions. and agreement herein contained on Tenant’s part thereof to be used or occupied by others, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed subject to the provisions of Section 11.07. Section 11.02. If Tenant shall at any time or times during performed for the term of this Lease desire Lease. No assignment shall be effective unless Tenant shall promptly deliver to assign this Lease or sublet all or part Landlord a duplicate original of the Demised Premisesinstrument of assignment, Tenant shall give notice thereof in form reasonably satisfactory to Landlord, which notice shall be accompanied containing a covenant of assumption by (a) a conformed or photostatic copy the assignee of the proposed assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. 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 called 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 (whether by one sublease or a series of related or unrelated subleases) of all or substantially all of the Demised Premisesobligations aforesaid and shall obtain from Landlord the aforesaid written consent, 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 twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this Lease nor sublet such space to any personprior thereto. Section 11.03. If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet (whether by one sublease or a series of related or unrelated subleases) 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 minimum rent and additional rent shall be paid and apportioned to such date. Section 11.04. If Landlord exercises its option to terminate this Lease in part in any case there 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; and (b) from and after such date the minimum 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