Common use of No Assignment or Subletting Clause in Contracts

No Assignment or Subletting. Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be void.

No Assignment or Subletting. Sublessee Tenant shall not have the right to assign, sellsublet, mortgagetransfer or encumber this Lease, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any persontherein, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease)Landlord. Neither the consent of Sublessor or Prime Lessor to an Any attempted assignment, subletting, concessiontransfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. Any assignee, sublessee or license, nor the references transferee of Tenant's interest in this Sublease to Lease (all such assignees, subtenantssublessee and transferees being hereinafter referred to as "Transferees"), concessionaires or licenseesby assuming Tenant's obligations hereunder, shall assume liability to Landlord for all amounts paid to persons other than Landlord by such Transferees in contravention of this Paragraph. Any excess consideration of any way be construed kind paid to relieve Sublessee Tenant (or any Tenant-related party) by any sublessee or assignee approved by Landlord hereunder, in excess of the requirement rents (month by month in the case of obtaining the consent a sublet or in a lump sum in case of Sublessor and Prime Lessor an assignment) provided for herein, shall constitute additional rent due by Tenant to any further assignment Landlord contemporaneously with receipt thereof by Tenant (or its related party). No assignment, subletting or other transfer, whether consented to by Landlord or not or permitted hereunder, shall ever relieve Tenant of its liability, which it agrees with be joint and several with the making liability of any further assignmentassignee and primary and continuing in the event of any sublease, subletting, concession or license for all or any part obligations of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease"Tenant" hereunder. If this Sublease is assigned, or if an Event of Default occurs while the Subleased Premises or any part thereof is underlet are assigned or occupied sublet, then Landlord, in addition to any other remedies herein provided, or provided by any person or entity other than Sublesseelaw, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, may collect rent directly from the assignee, undertenant or occupant, such Transferee all rents payable to Tenant and apply the net amount collected to the rents payable by Sublessee such rent against any sums due Landlord hereunder, but no assignment, underletting, occupancy or . No such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Sublessee Tenant from the further performance by Sublessee of Tenant's obligations hereunder. For the avoidance of doubt, any change of control of the covenants hereunder ownership or voting control of Tenant or Tenant’s ultimate parent shall be deemed to be performed on the part a transfer of Sublessee. Any attempted assignment or subletting without this Lease requiring the prior written consent of Sublessor and Prime Lessor shall be voidLandlord.

No Assignment or Subletting. (a) Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be void.

No Assignment or Subletting. Sublessee 14.1.1 Tenant shall not assignhypothecate or encumber this Lease or any interest herein without the prior written consent of Landlord, sellwhich may be granted or denied in Landlord's absolute discretion. Tenant shall not, mortgagewithout the prior written consent of Landlord, pledge which consent shall not be unreasonably withheld by Landlord, transfer or in any manner transfer assign this Sublease Lease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part the use of the Subleased Premises by any personparty other than Tenant. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law without the prior written consent of Sublessor and Prime Lessor; providedLandlord, however, Sublessor’s which consent shall not be required in unreasonably withheld. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. In connection with each consent requested by Tenant, Tenant shall submit to Landlord the terms of the proposed transaction (including calculation of the "Transfer Consideration" described in Section 14.5 below), the proposed effective date of the transfer (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after Tenant's request for consent), the identity of the parties to the transaction, current financial statements of the proposed assignee or sublessee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed assignee or sublessee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed assignee or sublessee and the nature of such assignee's or sublessee's business, the proposed documentation for the transaction, and all other information reasonably requested by Landlord concerning the proposed transaction and the parties involved. 14.1.2 If the Tenant is a privately held corporation, or is an unincorporated association or partnership or limited liability company, or any other entity, the transfer, assignment, or hypothecation of any stock or interest in such corporation, association, partnership or other entity in excess of twenty-five percent (25%) in the aggregate from the ownership existing as of the date of this Lease shall be deemed an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be void.transfer within

No Assignment or Subletting. Sublessee (a) Tenant covenants and agrees not to make or permit a Transfer by Tenant, as hereinafter defined, without Landlord’s prior written consent, which consent shall not assignbe unreasonably withheld. A “Transfer” by Tenant shall include an assignment of this Lease, sella sublease of all or any part of the Demised Premises or any assignment, sublease, transfer, mortgage, pledge or in any manner transfer this Sublease encumbrance of all or any part of the Demised Premises or of Tenant’s interest hereinunder this Lease or in the Demised Premises, by operation of law or otherwise, or the term use or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Demised Premises by any person, anyone other than Tenant. Any such Transfer by Tenant without the prior Landlord’s written consent of Sublessor shall be void and Prime Lessor; providedshall constitute a Default by Tenant under this Lease. If Landlord consents to any Transfer by Tenant, however, Sublessor’s consent Tenant shall not be required relieved of its obligations under this Lease and Tenant shall remain liable, jointly and severally, and as a principal, not as a guarantor or surety, under this Lease, to the same extent as though no Transfer by Tenant had been made, unless specifically provided to the contrary in connection with an assignment or sublease pursuant Landlord’s prior written consent. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to Article 16(B) be a waiver by Landlord of the Prime Lease). Neither the consent provisions of Sublessor this Section or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part other provision of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein this Lease and any other person(s) who at any time was or were Sublessee consent by Landlord to a Transfer by Tenant shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall not be deemed a waiver consent to any subsequent Transfer by Tenant. Notwithstanding anything to the contrary contained in this Section 8.16, Tenant shall be permitted to assign the Lease or sublease the Demised Premises to any Affiliate without Landlord’s prior consent, and not subject to the remaining conditions of the provisions hereof, the acceptance of the assignee, undertenant this Section 8.16. An “Affiliate” means any entity in which Tenant owns a 51% or occupant as tenantgreater ownership interest, or which owns a release controlling interest in Tenant, or is a successor in interest to Tenant by merger or otherwise, provided its credit is equal to or greater than Tenant's credit as of Sublessee from the further performance by Sublessee date of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment such assignment, subletting or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidchange in ownership structure.

No Assignment or Subletting. Sublessee (a) Subtenant shall not directly or indirectly (by sale or transfer of a controlling interest in Subtenant’s capital stock or other form of proprietary interests, merger, consolidation, combination, reorganization recapitalization or otherwise), voluntarily or by operation of law or otherwise, transfer, assign, sellmortgage or hypothecate this Sublease, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereofthereof or interest therein, or grant any concession or license or otherwise permit occupancy the use of all or any part portion of the Subleased Premises by any personperson or persons (including concessionaires and licensees) other than Subtenant, or sublet the Subleased Premises, or any part thereof, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall (i) Sublandlord (which may not be required in connection with an assignment unreasonably withheld, delayed or sublease conditioned by Sublandlord) and (ii) the Master Landlord pursuant to Article 16(B) of the Prime Master Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublesseeeach instance. Any attempted assignment or subletting without the prior consent of both Sublandlord and Master Landlord shall be void, shall constitute a material default hereunder and shall give Sublandlord the right, at its option, to exercise any of its remedies under this Sublease. Consent to any assignment or subletting shall not operate as a waiver of the necessity for a consent to any subsequent assignment or subletting, and the terms of such consent shall be binding upon any person holding by, under or through Subtenant. If the rental or other consideration payable to Subtenant in respect of such subletting or assignment exceeds the rent payable by Subtenant under this Sublease, then all such excess rent and other consideration shall be deemed additional rent owed by Subtenant to Sublandlord, and shall be payable to Sublandlord by Subtenant in the same manner and on the same terms as installments of Base Sublease Rent are payable by Subtenant under this Sublease (or upon Subtenant’s receipt thereof, whichever is earlier). Notwithstanding any assignment, subletting or other transfer by Subtenant or consent thereto by Sublandlord, Subtenant shall remain fully liable on this Sublease and shall not be released from performing any of the terms, covenants and conditions of this Sublease. So long as Subtenant is not in default under the Sublease, Sublandlord shall have no right to recapture or retake possession of the Subleased Premises. (b) Notwithstanding Section 8(a), Subtenant may assign its interest in this Sublease (a “Permitted Transfer”) to the following types of entities (a “Permitted Transferee”) without the written consent of Sublessor and Prime Lessor Sublandlord (although the consent of Master Landlord may be required in accordance with the terms of the Master Lease): (1) an Affiliate of Subtenant, as used herein, “Affiliate” shall be void.mean any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Subtenant;

No Assignment or Subletting. Sublessee Subtenant shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term Term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any personperson without the prior written consent of Sublandlord, and if such transaction would require the consent of Prime Lessor under Section 22 of the Prime Lease, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required Lessor in connection accordance with an assignment or sublease pursuant to Article 16(B) Section 22 of the Prime Lease). Sublandlord‘s consent under this Paragraph 9 shall not be unreasonably withheld, conditioned or delayed. Any direct or indirect change in ownership of, or power to vote, a majority of the ownership interests of Subtenant shall constitute a transfer requiring Sublandlord’s and Prime Lessor’s prior written consent hereunder, other than a Corporate Permitted Assignment, which shall not require the consent of Sublandlord (but reasonable prior written notice thereof shall be provided to Sublandlord) and shall only require the consent of Prime Lessor to the extent required under Section 22 of the Prime Lease. Neither the consent of Sublessor Sublandlord or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee Subtenant or any assignee, subtenant or sub-subtenant of the requirement of obtaining the consent of Sublessor Sublandlord and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises, Subtenant and any such assignee, subtenant or sub-subtenant under this Sublease hereby agreeing to be bound by the provisions of this Sublease and the Prime Lease as to any further assignment, subleasing or other arrangement for which consent is required under this Sublease or the Prime Lease. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee Subtenant named herein and any other person(s) who at any time was or were Sublessee Subtenant shall remain fully liable under this Sublease, and all acts and omissions of any assignee or subtenant or anyone claiming under or through any assignee or subtenant that shall be in conflict with the terms of this Sublease shall constitute a breach by Subtenant under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than SublesseeSubtenant, Sublessor Sublandlord may, after default by Sublessee beyond Subtenant, following notice and the expiration of any applicable notice and cure periodsperiod, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents Rent payable by Sublessee Subtenant hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee Subtenant from the further performance by Sublessee Subtenant of the covenants hereunder to be performed on the part of SublesseeSubtenant. Any attempted assignment or subletting or other arrangement, whether by Subtenant or any assignee or subtenant of Subtenant, without the prior written consent of Sublessor the Sublandlord and Prime Lessor shall be void.

No Assignment or Subletting. Sublessee (a) To the extent either the Prime Lease and/or the Prime Landlord’s consent to this Sublease expressly permits any affiliates or successors by merger of any subtenant of Sublandlord to use and access the Premises (whether by assignment, sublease, or general occupancy), such rights are granted to Subtenant herein; provided, however, in such event: (1) Subtenant shall not assign, sell, mortgage, pledge or in be released from its obligations hereunder; (2) Subtenant and any manner such affiliates and successors shall be jointly and severally liable with Subtenant hereunder; (3) such transfer this Sublease or any interest herein, shall not be permitted if the intent or the term result is that Subtenant avoids liability under this Sublease; and (4) the surviving entity, if applicable, shall have a net worth equal to or estate granted hereby or greater than that of Subtenant as of the rentals hereunderday prior to the consummation of such transfer. Except as stated above, or Subtenant may not assign this Sublease, nor further sublet the Subleased Premises Premises, nor permit the same to be used or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises occupied by any person, others without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s Sublandlord (which consent Sublandlord shall not be unreasonably withhold), as well as Prime Landlord (to the extent required in connection with an assignment or sublease pursuant to Article 16(B) of under the Prime Lease). Neither Sublandlord shall request Prime Landlord’s consent to any such assignment or subletting by Subtenant promptly upon Subtenant’s request. In the consent of Sublessor or Prime Lessor event Sublandlord fails to respond to any request for an assignment, subletting, concessionsublease, or license, nor the references other transfer of Subtenant’s interest in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making Premises (collectively, “Transfer”), made by Subtenant in writing (“Original Transfer Notice”) within fifteen (15) business days after Sublandlord’s receipt of any further assignmentsuch request, sublettingthen Subtenant may resubmit such request in writing to Sublandlord with a notice set forth at the top of its request for approval, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein containing a legend in 14 point bold type which states in bold and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be void.all-capital letters:

No Assignment or Subletting. Sublessee shall not assign(a) Prohibition Landlord's Consent. As used in this Lease "Subletting" ------------------------------ includes transactions creating or resulting in one or more subleases, selltenancies- at-will, licenses, concessions, or other occupancy arrangements as well as any circumstances in which Tenant permits any third party to occupy all or any part of the Premises and "Assignment" includes the assignment, mortgage, alienation or pledge or in any manner transfer of this Sublease Lease or any interest hereintherein. Tenant may assign all of its interest in the Lease to one assignee provided Landlord consents to such assignment, and provided further that such consent may not be unreasonably withheld or the term or estate granted hereby or the rentals hereunder, or delayed. Such an assignment shall thereafter be referred to as a "Permitted Assignment." Tenant may sublet the Subleased entire Premises to one subtenant, Provided Landlord consents to such sublet, and provided further, that such sublease may not unreasonable withheld or delayed. Tenant may at any time sublet up to three separate subleased spaces of the Premises, provided that (1) the aggregate space sublet at any time does not exceed 33,500 rentable square feet of space, (2) Landlord consents to each sublet, and (3) that such consent shall not be unreasonably withheld or delayed. Any such sublet of the Premises, either for the entire Premises or any part a portion thereof, shall be hereinafter referred to as a "Permitted Sublet". Except as otherwise provided above, Tenant covenants not to engage in or grant permit the Assignment, ("Assignment") of this Lease or any concession interest therein, nor engage in or license or otherwise permit occupancy any Subletting of all or any part of the Subleased Premises by Premises, nor suffer any personof the foregoing to occur, in each case without the Landlord's prior written consent of Sublessor and Prime Lessor; providedconsent, howeverwhich may be granted or withheld in Landlord's sole discretion, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or subject to the making other provisions of any further assignmentthis Subsection. The foregoing prohibition against Assignment and Subletting shall include voluntary and involuntary Assignment and Subletting, sublettingand Assignment and Subletting by operation of law, concession including corporate mergers or license for all consolidations, and (if Tenant is a corporation or any part other entity) shall include Assignment of the Subleased Premisesa controlling interest in Tenant. Any attempted Assignment or Subletting in violation of this Subsection shall be void. Notwithstanding any assignment other provision of this Lease, no Assignment or subletting, including, without limitation, any assignment or subletting Subletting shall be permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease when there is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver an Event of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidDefault outstanding.

No Assignment or Subletting. Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer assign this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, nor permit the use or grant any concession or license or otherwise permit occupancy of the Subleased Premises by any third party nor otherwise encumber its interest in the Subleased Premises, without first obtaining the written consent of both Sublessor and Master Landlord. Sublessor’s consent shall not be unreasonably withheld, delayed or denied. Any attempted assignment or sublease without such consent shall be invalid. In the event of an assignment or sublease, Sublessee shall nevertheless at all times remain fully responsible and liable for the payment of all Rent due hereunder and the performance and observance of all of Sublessee’s other obligations under the terms, conditions and covenants of this Sublease. No assignment shall be binding upon Sublessor unless such assignee shall deliver to Sublessor an instrument (in recordable form, if requested) containing an agreement to assume liability jointly and severally with Sublessee of all of Sublessee’s obligations under this Sublease with respect only to that portion of the Subleased Premises covered by the applicable assignment and only to the extent arising on or after the effective date of such assignment. No sublease shall be binding upon Sublessor unless Sublessor shall approve such sublease and such subtenant shall agree in writing that such subtenant will not violate any provision of this Sublease. Upon the occurrence of a default as described in Paragraph 14 hereof, if all or any part of the Subleased Premises by any person, without the prior written consent of Sublessor and Prime Lessor; provided, howeveris then assigned or sublet, Sublessor’s consent , in addition to any other remedies provided by this Sublease or by law, may, at its option, collect directly from the assignee or subtenant, as applicable, all Rent or other sums arising out of this Sublease becoming due to Sublessor by reason of the assignment, sublease, or under any of the terms of this Sublease. Any collection by Sublessor from the assignee or subtenant shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance of its obligations under this Sublease or the making of a new lease with such assignee or subtenant. Sublessee shall, within ten (10) days after Sublessor’s written request, reimburse Sublessor for all reasonably incurred costs, including, but not limited to, the reasonable fees of attorneys, architects or other consultants incurred by Sublessor in connection with such proposed assignment or sublease, whether or not Sublessor consents to such proposed assignment or sublease. If Sublessee desires to (i) assign this Sublease or (ii) sublet the Subleased Premises or any part thereof, to any person or entity (including a successor or affiliate) then, in each case, Sublessee shall give Sublessor notice of such desire (each, a “Transfer Notice”) at least ten (10) days prior to such assignment or sublease (unless Sublessee is prohibited by law or a confidentiality agreement from giving prior notice in which case Sublessee shall give Sublessor notice within five (5) days thereafter). Each Transfer Notice shall be accompanied by (i) a statement setting forth in reasonable detail the identity of the covenants hereunder proposed assignee or Sublessee, the nature of its business and its proposed use of the Subleased Premises, (ii) current financial information with respect to be performed on the part proposed assignee/subtenant, and (iii) copies of Sublesseethe proposed assignment/sublease instruments. Sublessor shall have the right to sell, transfer or assign, in whole or in part, its rights and obligations under this Sublease. Any attempted such sale, transfer or assignment shall operate to release Sublessor from any and all liabilities under this Sublease arising after the date of such sale, assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidtransfer.

No Assignment or Subletting. Sublessee Tenant covenants and agrees not to make or permit a Transfer, as hereinafter defined, by Tenant or by any assignee or subtenant, without Landlord's prior written consent, which consent shall not assignbe unreasonably withheld provided such Transfer shall not relieve Tenant of any of its obligations under this Lease. A "Transfer" shall include a sublease of all or any part of the Demised Premises, sellany assignment, sublease, transfer, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises encumbrance of all or any part thereofof the Tenant's interest under this Lease or in the Demised Premises, by operation of law or grant any concession or license or otherwise permit otherwise, and the use of occupancy of all or any part of the Subleased Demised Premises by any person, anyone other than tenant. Any such Transfer without the prior Landlord's written consent of Sublessor shall be void, at Landlord's option, and Prime Lessor; providedshall constitute a default under this Lease. In the event Landlord consents to any Transfer, however, Sublessor’s consent Tenant shall not be required relieved of its obligations under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no transfer had been made, unless specifically provided to the contrary in Landlord's prior written consent. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of the provisions of this Section or of any other provision of this Lease, and any consent by Landlord to a Transfer shall not be deemed a consent to any subsequent Transfer. Notwithstanding the foregoing, Landlord shall, at Landlord's option, have the right, in lieu of consenting to a Transfer, to terminate this Lease as to the portion of the Demised Premises as is subject to the proposed Transfer and to enter into a new lease with the proposed transferee and receive directly from the proposed transferee the consideration agreed to be given by such transferee for the transfer. The termination of this Lease pursuant to any provision contained herein or otherwise shall, at Landlord's provision contained herein or otherwise shall, at Landlord's option, either terminate any or all existing subleases hereunder or operate as an assignment to Landlord of any such subleases. In the event Landlord consents to a Transfer, any option to renew this Lease or right to extend the Lease Term shall automatically terminate unless otherwise agreed in writing by Landlord. Tenant covenants and agrees to pay to Landlord, within ten (10) days after demand by Landlord, the reasonable costs and expenses of Landlord in connection with an assignment any request for consent to a Transfer, including reasonable attorneys' fees, whether or sublease pursuant to Article 16(B) of the Prime Lease). Neither the not consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or Landlord is given to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidTransfer.

No Assignment or Subletting. Sublessee shall (a) Tenant covenants and agrees to not assign, sell, mortgage, pledge assign this Lease or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or to sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all whole or any part of the Subleased Demised Premises, or to permit any other persons to occupy same without first giving Landlord written notice of the proposed assignment or subletting, at which time Landlord shall have the option to purchase Tenant’s leasehold interest or recapture the portion of the Demised Premises by any personto be subleased on the same terms and conditions as Tenant would assign or sublease to the other persons. If Landlord does not exercise its option to purchase or recapture as aforesaid, without then Tenant may proceed with the proposed assignment or subletting only after obtaining the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease)Landlord. Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any Any assignment or subletting, includingeven with the consent of Landlord, without limitationshall not relieve or release Tenant from liability for payment of rent or other sums herein provided or for the obligation to keep and be bound by the terms, conditions and covenants of this Lease, notwithstanding the fact that this Lease may be amended by agreement between such assignee or subtenant and Landlord. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be consent to the assignment of this Lease or subletting permitted of the Demised Premises. (b) Any assignment for the benefit of creditors or consented toby operation of law shall not be effective to transfer any rights to assignee without the written consent of the Landlord first having been obtained. (c) If Tenant is a corporation, the original Sublessee named herein and any other person(s) who then if at any time was during the term of this Lease any part or were Sublessee all of the corporate shares of Tenant shall remain fully liable be transferred by sale, assignment, operation of law or other disposition so as to result in a change in the present effective voting control of Tenant by the person or persons owning a majority of said corporate shares on the date of this Lease, except by bequest and/or inheritance, Tenant shall promptly notify Landlord in writing of such change, and Landlord may terminate this Lease at any time after such change in control by giving Tenant ninety (90) days prior written notice of such termination. (d) If Tenant is a partnership, and if at any time during the term hereof or any extension or renewal thereof, the person or persons who, at the time of the execution of this Lease, owns or own the controlling interest or the general partner’s interest, as the case may be, ceases to own the controlling interest or the general partner’s interest, such cessation of ownership shall constitute an assignment of this Lease for all purposes of this Section (except as a result of transfers by bequests or inheritance). Failure by Tenant to pay amounts set forth above shall constitute a default under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidLease.

No Assignment or Subletting. Sublessee (a) Tenant covenants and agrees not to make or permit a Transfer by Tenant, as hereinafter defined, without Landlord’s prior written consent which consent shall not assignbe unreasonably withheld or delayed or conditioned. A “Transfer” by Tenant shall include an assignment of this Lease, sella sublease of all or any part of the Demised Premises or any assignment, sublease, transfer, mortgage, pledge or in any manner transfer this Sublease encumbrance of all or any part of the Demised Premises or of Tenant’s interest hereinunder this Lease or in the Demised Premises by operation of law or otherwise, or the term use or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Demised Premises by any person, anyone other than Tenant. Any such Transfer by Tenant without the prior Landlord’s written consent of Sublessor shall be void and Prime Lessor; providedshall constitute a Default by Tenant under this Lease. If Landlord consents to any Transfer by Tenant, however, Sublessor’s consent Tenant shall not be required relieved of its obligations under this Lease and Tenant shall remain liable, jointly and severally, and as a principal, not as a guarantor or surety, under this Lease, to the same extent as though no Transfer by Tenant had been made unless specifically provided to the contrary in Landlord’s prior written consent. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of the provisions of this Section or of any other provision of this Lease and any consent by Landlord to a Transfer by Tenant shall not be deemed a consent to any subsequent Transfer by Tenant. (b) If Tenant requests Landlord’s consent to a Transfer Tenant shall submit to Landlord in writing the name of the proposed transferee, the effective date of the Transfer, the terms of the proposed Transfer, a copy of the proposed form of sublease or assignment, and such information as to the business, reputation and financial capacity of the transferee as Landlord shall reasonably require to evaluate the request. It shall be reasonable for the Landlord to withhold its consent to any Transfer where: (i) in the case of a sublease the subtenant has not acknowledged that the provisions of any sublease are subject and subordinate to the provisions of this Lease and such sublessee shall covenant not to violate the provisions of this Lease or (ii) the reputation of the transferee would unreasonably damage or otherwise impair the value of the Building or (iii) the intended use is not permitted by applicable law or covenant. The foregoing criteria are not exhaustive, and Landlord may withhold consent to a Transfer on any other reasonable grounds. Tenant shall reimburse Landlord for all of Landlord’s out-of-pocket costs incurred in connection with an assignment or sublease pursuant any request for consent to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or sublettinga Transfer, including, without limitation, a reasonable sum for attorneys fees, if incurred. (c) Notwithstanding the foregoing, Landlord shall at Landlord’s option, in the case of an assignment or sublease for all or substantially all of the remaining Lease Term have the right in lieu of consenting to a Transfer by Tenant, to terminate this Lease as to the portion of the Demised Premises that is the subject of the proposed Transfer, and to enter into a new lease with the proposed transferee and receive directly from the proposed transferee the consideration agreed to be given by such transferee to Tenant for the Transfer by Tenant. Alternatively, at the request of Landlord, Tenant shall pay over to Landlord, as Additional Rent, fifty percent (50%) of all sums received by Tenant in excess of the rent payable by Tenant hereunder which is attributable on an equally allocable Floor Area basis, to any subletting of all or any portion of the Demised Premises so subleased, and fifty percent (50%) of all consideration received on account of or attributable to any assignment of this Lease in each case after first deducting from such gross profit or subletting permitted proceeds, all reasonable out-of-pocket expenses incurred by Tenant with respect to such Transfer, including, without limitation, all rent concessions and allowances and the unamortized cost of any Improvements or consented toChanges made by Tenant for such Transfer. Such costs will include any unamortized costs of any Improvements or Changes made by Tenant prior to such Transfer but specifically benefitting such transferee, other than the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this SubleaseTenant Improvements to the extent of the Tenant Improvement Allowance. If a partial termination of this Sublease is assignedLease occurs as set forth above, all Basic Rent and Additional Rent and Tenant’s Pro Rata Share shall be appropriately adjusted. The provisions of this Section 8.16(c) shall not apply to a Permitted Transfer. (d) If Landlord consents to a Transfer by Tenant, then any option to renew this Lease, right to extend the Lease Term, or if option or right of refusal to expand the Subleased Demised Premises shall automatically terminate. This Section 8.16(d) shall not apply to a Permitted Transfer. (e) Tenant covenants and agrees to pay, as Additional Rent to Landlord any reasonable costs and expenses incurred by Landlord in connection with such request (including, without limitation, reasonable attorneys’ fees), whether or not the consent of Landlord is given to the Transfer requested by Tenant. When the actual amount of such costs and expenses are known by Landlord, Tenant shall pay to Landlord such additional actual costs and expenses. The payment of such costs and expenses by Tenant shall be a condition precedent to the effectiveness of any part thereof is underlet or occupied consent by Landlord to such Transfer. (f) Notwithstanding anything to the contrary, Tenant shall not be entitled to make a Transfer to any person or entity with whom Landlord or its Related Parties (as herein defined) negotiated or had contact or to whom Landlord has give, or received therefrom, any written or oral proposal regarding a lease of space in the Building within the six (6) month period preceding Tenant’s request for such Transfer, provided that Landlord (or its affiliated entities) have other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from space available in Lafayette Corporate Campus that is reasonably suitable for such prospect’s requirements. Tenant shall not publicly advertise the assignee, undertenant rate or occupantother economic terms upon which Tenant is willing to Transfer the Demised Premises, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection all other public advertisements of a Transfer shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder subject to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written approval of Landlord, which approval shall not be unreasonably withheld, except that Tenant may circulate marketing brochures by mail or e-mail without Landlord’s consent. Public advertisement shall include, without limitation, the placement or displays of any signs or lettering on or above the Demised Premises. If at the time of the proposed Transfer Landlord shall have other space available in Lafayette Corporate Campus that is reasonably suitable for such prospect’s requirements, Tenant shall not be entitled to Transfer or offer to Transfer the Demised Premises to such prospect at a rental rate less than the then-prevailing fair market rental for the Demised Premises with all relevant factors considered. (g) For the purposes of this Lease, the term, “Transfer” shall also include: the transfer or change, whether voluntary, involuntary or by operation of law, of more than fifty percent (50%) of the control or ownership, whether legal or beneficial, in Tenant within a twelve (12) month period. Notwithstanding the foregoing, Tenant may (i) assign or sublet all or a portion of the Demised Premises to any entity that controls, is controlled by or is under common control with Tenant (an “Affiliate”); (ii) assign this Lease to any entity that succeeds to the interest of Tenant following a merger of consolidation or a reorganization or recapitalization of Tenant; (iii) assign this Lease to any entity that purchase all or substantially all of the stock or assets of Tenant; (iv) list the shares of stock of Tenant on any public exchange or otherwise offer the stock of Tenant to the public, or (v) assign this Lease to any entity that purchases all or substantially all of the “Abacus” division of Tenant (including, without limitation, the operations at the Demised premises) as a going concern, in each case, without Landlord’s prior consent (hereinafter referred to as a “Permitted Transfer”); provided that Tenant shall not be released from obligation or liability under the Lease, if an assignment, the Affiliate assumes all obligations and liabilities of Sublessor Tenant under the Lease, and Prime Lessor Tenant notifies Landlord in a timely manner, along with copies of such sublease or assignment, as well as documentation evidencing such relationship or affiliation. Further, if Tenant is a public company, the transfer of shares of Tenant shall not be deemed to be a Transfer. (h) As a condition to Landlord’s consent to a Transfer by Tenant, any assignee shall expressly assume all the obligations of Tenant under this Lease in a written instrument reasonably satisfactory to Landlord and furnished to Landlord not later than ten (10) days prior to the effective date of such assignment, and any subtenant shall covenant to Landlord not to violate the provisions of this Lease as applied to the portion of the Demised Premises so sublet and to attorn to Landlord, at Landlord’s written election, in the event of any termination of this Lease prior to the expiration date of the Lease Term, all of which shall be voidin a written instrument reasonably satisfactory to Landlord and furnished to Landlord not later than ten (10) days prior to the effective date of such sublease.

No Assignment or Subletting. Sublessee Tenant covenants and agrees not to make or permit a Transfer by Tenant, as hereinafter defined, without Landlord’s prior written consent not unreasonably withheld. A Transfer by Tenant shall not assigninclude, sellexcept as provided below, an assignment of this Lease or any assignment, sublease, transfer, mortgage, pledge or in any manner transfer this Sublease encumbrance of all or any part of Tenant’s interest hereinunder this Lease or in the Demised Premises, by operation of law or otherwise, or the term use or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Demised Premises by any personanyone other than Tenant, without except that a Transfer shall not include a sublease of 25% or less (individually, or in an aggregate) of the Demised Premises and shall not require Landlord’s prior written consent so long as Tenant promptly provides Landlord with a copy of Sublessor any such sublease. Any such Transfer by Tenant without Landlord’s written consent shall be void and Prime Lessor; providedshall constitute a default under this Lease. In the event Landlord consents to any Transfer by Tenant, however, Sublessor’s consent Tenant shall not be required relieved of its obligations under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no Transfer by Tenant had been made, unless specifically provided to the contrary in Landlord’s prior written consent. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of the provisions of this Section or of any other provision of this Lease and any consent by Landlord to Transfer by Tenant shall not be deemed a consent to any subsequent Transfer by Tenant. In the event Landlord consents to a Transfer by Tenant, any option to renew this lease or right to extend the Lease Term shall automatically terminate unless otherwise agreed in writing by Landlord. Tenant covenants and agrees to pay to Landlord, within ten (10) days after demand by Landlord, the reasonable costs and expenses of Landlord in connection with an assignment any request by Tenant for consent to a Transfer by Tenant, including reasonable attorneys’ fees, whether or sublease pursuant to Article 16(B) of the Prime Lease). Neither the not consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or Landlord is given to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied Transfer by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidTenant.

No Assignment or Subletting. Sublessee shall Tenant may not assign, sell, mortgage, pledge or in do any manner transfer of the following without ▇▇▇▇▇▇▇▇'s written consent: (a) assign this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or Lease; (b) sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by Unit; or (c) permit any person, without other person to use the prior written consent Unit except as a temporary guest. Tenant is responsible for payment of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) rent for the entire term of the Prime Lease. In the event that ▇▇▇▇▇▇ wishes to vacate the Unit prior to end of the Term, they are responsible for finding a replacement Tenant that is satisfactory to Landlord, for the remainder of the Lease. If ▇▇▇▇▇▇ notifies Landlord that they wish to find a suitable replacement, ▇▇▇▇▇▇▇▇ will assist in locating said replacement. An administrative and document preparation fee of $150 will be charged for each Lease modification or amendment. In addition, any other costs incurred relating to the transfer including advertising, realtor commissions, and legal fees, are the sole responsibility of Tenant. If Landlord obtains a new tenant, Tenant shall pay Landlord $300 for leasing services. In the event that one or more of the multiple Tenants wishes to leave mid-Term in a Lease and suitable replacement Tenant has been identified, the responsibilities of the various parties are as follows. In order to retrieve from Landlord the portion of the security deposit which is due to him, ▇▇▇▇▇▇ leaving must satisfy all the conditions that they would at the end of the Lease including, but not limited to: (i) removal all of their personal property and trash from the Unit; (ii) leaving their portion of the Unit tidy and brush clean; and (iii) re-imburse the remaining Tenant(s) for their portion of the cost of the utilities. The remaining Tenant(s) must verify that the departing Tenant has fully complied with items 5 (i), (ii), and (iii) above otherwise these items become the sole responsibility of the remaining Tenant(s). Neither The incoming Tenant must: (i) review the consent of Sublessor or Prime Lessor Lease and agree to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee bound by all of the requirement condition there of; (ii) sign a letter of obtaining intent or a revised Lease as directed by ▇▇▇▇▇▇▇▇; and (iii) pay to Landlord the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part incoming Tenant’s portion of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidSecurity Deposit.

No Assignment or Subletting. Sublessee Subtenant, for itself, its successors and assigns, expressly covenants that it shall not assign, sell, mortgage, pledge mortgage or in any manner transfer encumber this Sublease Agreement, nor sublet, nor suffer or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet permit the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises thereof to be used by any personothers, without the prior written consent consent, not to be unreasonably withheld, conditioned or delayed of Sublessor Sublandlord and the Prime Lessor; provided, however, Sublessor’s consent shall not Landlord in each instance and as may be required in connection with an assignment or sublease pursuant to Article 16(B) of permitted by the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease Agreement is assigned, or if the Subleased Premises or any part thereof is underlet sublet or occupied by any person person, firm or entity corporation other than SublesseeSubtenant, Sublessor with the consent of Sublandlord and the Prime Landlord, Sublandlord may, after default by Sublessee beyond any applicable notice and cure periodsSubtenant, collect rent from the assignee, undertenant subtenant or occupant, occupant and apply the net amount collected to the rents payable by Sublessee hereunderrent and additional rent, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereof, this covenant or the acceptance of the assignee, undertenant subtenant or occupant as tenant, or a release of Sublessee Subtenant from the further future performance by Sublessee it of the covenants hereunder to be performed on the part of Sublesseeit herein contained. Any attempted The consent by Sublandlord and the Prime Landlord to an assignment or a subletting without shall not in any way be construed to relieve Subtenant from obtaining the prior written express consent in writing of Sublessor and Sublandlord to any further assignment or subletting. If Sublandlord is required to pay Prime Lessor Landlord any sum in connection with any requested consent, Subtenant shall be voidresponsible for paying such sum on behalf of Sublandlord.

No Assignment or Subletting. Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable Sublessee, following notice and the expiration of any cure periodsperiod, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of the Sublessor and the Prime Lessor shall be void.

No Assignment or Subletting. Sublessee A. Tenant shall not assign, selltransfer, mortgage, pledge mortgage or in any manner other way transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, in this Lease or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Demised Premises by any person(except to its parent corporation, a wholly owned subsidiary or other affiliated entity (defined as an entity in which Tenant, its parent or one of its subsidiaries has a controlling ownership interest) without the prior written consent of Sublessor and Prime Lessor; providedLandlord, however, Sublessor’s which consent shall not be required unreasonably withheld to a creditworthy tenant who provides Landlord with such financial statements as are satisfactory to Landlord, in connection with its sole discretion and whose use of the Demised Premises shall be the use permitted hereunder; provided that Tenant shall pay to Landlord, as additional rent hereunder, all attorney fees and costs sustained by Landlord in its review of the proposed Assignment, both from counsel for Landlord and from the holder(s) of any mortgages on the Project and their counsel. Any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent shall give Landlord the right to terminate this Lease and to re-enter and repossess the Demised Premises. B. No permissible assignment, sublease, mortgage, or other transfer of any interest in this Lease shall (i) release Tenant from any of its obligations under this Lease, (ii) be valid unless each such assignee, sublessee, mortgagee, or other transferee agrees in writing to be bound to, and assume, all of the terms, covenants and conditions of this Lease, a copy of which shall be delivered to Landlord, or (iii) be valid unless and until Landlord receives written notice that the assignment, sublease, mortgage or other transfer has occurred. C. Any change in the control of fifty (50%) percent or more of the capital or voting stock of Tenant after the date of this Lease, irrespective of whether such change is the result of one or more sale or other transfer of issued and outstanding shares of such stock and/or the issuance of new shares of such stock, or any changes in the control of fifty (50%) percent or more of Tenant's partnership interests, if Tenant is a co-partnership or a limited partnership, irrespective of whether such change in control is the result of one or more sale or other transfer of partnership interests, shall be deemed to be an assignment of this Lease within the meaning of this Section. Provided, however, the sale or other transfer of stock or assets of the Tenant, or the issuance of stock by the Tenant, to any entity that owned a majority interest in Tenant, or in which Tenant owned a majority interest, immediately prior to such sale, transfer or stock issuance shall not be deemed an assignment herein. D. In the event of an assignment or sublease pursuant to Article 16(B) subletting approved by Landlord, all of the Prime Lease). Neither the consent sums or other economic consideration received by Tenant as a result of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any such assignment or subletting, including, without limitation, any whether denominated as rental or otherwise under the assignment or subletting permitted sublease, which exceed in the aggregate the total sums which Tenant is obligated to pay to Landlord under this Lease (prorated to reflect obligations allocable to a portion of the Demised Premises subject to such sublease), shall be payable to Landlord as additional rental under this Lease without affecting or consented toreducing any other obligation of Tenant hereunder. As used in this Paragraph, the original Sublessee named herein and word "Tenant" shall also mean any other person(s) who at any time was or were Sublessee shall remain fully liable entity which is a guarantor of Tenant's obligations under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupantLease, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection prohibition hereof shall be deemed a waiver applicable to any sales or transfers of the provisions hereof, the acceptance stock or partnership interest of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidsaid guarantor.

No Assignment or Subletting. Sublessee (A) Lessee shall not assign, sell, mortgage, pledge assign this Lease in whole or in any manner transfer this Sublease or any interest hereinpart, or the term or estate granted hereby or the rentals hereunder, or nor sublet the Subleased Leased Premises or any part thereofportion of them, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, to anyone without in each case the prior written consent of Sublessor Board acting through its president and Prime Lessor; provided, however, Sublessor’s consent chief executive officer in his discretion. Lessee shall not permit any transfer by operation of law or by any other means of any of Lessee's interests in the Leased Premises. A transfer by Lessee of substantially all of its assets, or the merger of Lessee with another entity, or the transfer of a controlling interest in the stock of Lessee is an assignment hereunder. Lessee, in case of assignment or sublease with permission of Board, shall remain at all times primarily liable for the prompt payment of all rent or other amounts due from Lessee under the terms hereof and for the prompt performance of all covenants on Lessee's part herein agreed to be required in connection with performed. Board's consent to an assignment or sublease pursuant does not modify the requirement for Board's consent to Article 16(Bany subsequent assignment or lease. (B) In the event of any proposed assignment of the Prime Lease). Neither the consent of Sublessor or Prime Lessor Lease to an assignmenta wholly owned subsidiary, subletting, concession, or license, nor the references in this Sublease Lessee shall give prior written notice to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee Board of the requirement of obtaining the consent of Sublessor assignment and Prime Lessor to any further assignment or subletting or proof to the making of any further assignment, subletting, concession Board's satisfaction that the assignee is in fact such a wholly owned subsidiary. (C) When Lessee contemplates a sublease in whole or license for all or any in part of the Subleased Leased Premises, Lessee obligates itself to secure from (D) Lessee shall not make any of the rights granted to Lessee under this Lease the subject of sale or transfer for profit. Notwithstanding any assignment or sublettingAccordingly, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who if at any time was during the term of this Lease or were Sublessee shall remain fully liable any renewal, Lessee seeks to assign same or to sublease the Leased Premises (other than the assignment to a wholly owned subsidiary of Lessee) either in whole or in part, then Board, as a condition for granting or withholding its consent thereto, may require that the rent payable under this Sublease. If this Sublease is assigned, or if the Subleased Lease by Lessee to Board be adjusted and restated so that the rent payable to Board for the Leased Premises or that portion of the Leased Premises which is to be affected shall be at the renewal rate then established by Board for properties of the same type that are located in the same area. When any part thereof assignment is underlet or occupied proposed by any person or entity other than SublesseeLessee for approval by Board, Sublessor may, after default the purchase price and/or the rent proposed to be paid for the improvements owned by Sublessee beyond any applicable notice and cure periods, collect rent Lessee shall be stated separately in such proposed agreement from the assignee, undertenant purchase price or occupant, the rent proposed to be paid for the leasehold rights affecting the land and apply improvements owned by Board. Board shall have the net amount collected right to the rents payable demand that no profit be made by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee Lessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidlatter only.

No Assignment or Subletting. Sublessee A. Subject to the terms of this Paragraph 23, Subtenant, on its own behalf and on behalf of its heirs, distributees, executives, administrators, legal representatives, successors and assigns, covenants and agrees that Subtenant shall not not, by operation of law or otherwise: (i) assign, sellwhether by merger, mortgageconsolidation or otherwise, pledge mortgage or encumber its interest in this Sublease, in whole or in any manner transfer this Sublease or any interest hereinpart, or the term or estate granted hereby or the rentals hereunder(ii) sublet, or sublet permit the Subleased subletting of, the Sublease Premises or any part thereof, or grant any concession or license or otherwise (iii) permit occupancy of all the Sublease Premises or any part of the Subleased Premises thereof to be occupied or used for desk space, mailing privileges or otherwise by any person, Person other than Subtenant without the prior written consent of Sublessor Sublandlord (which may be granted or withheld in Sublandlord's sole and Prime Lessor; provided, however, Sublessor’s consent shall not be absolute discretion) and of Overlandlord (if and to the extent required under the Overlease) in connection with an assignment or sublease pursuant to Article 16(B) each instance. Any violation of the Prime Lease). Neither the consent provisions of Sublessor or Prime Lessor th▇▇ ▇▇▇▇▇▇agraph 23A shall constitute a default under this Sublease. B. If Subtenant shall desire to an assignment, subletting, concession, or license, nor the references in assign this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for sublet all or any part portion of the Subleased Sublease Premises. Notwithstanding any , Subtenant shall submit to Sublandlord a written request for Sublandlord's consent to such assignment or subletting, which request shall be accompanied by the following information: (i) the name and address of the proposed assignee or subtenant; (ii) if Subtenant desires to sublet only a portion of the Sublease Premises, a description of the portion to be sublet, together with a floor plan thereof; (iii) the terms and conditions of the proposed assignment or subletting; (iv) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Sublease Premises; and (v) current financial information and any other information Sublandlord may reasonably request with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Sublandlord, by notice given to Subtenant within ten (10) Business Days after receipt of Subtenant's request for consent to any such assignment or sublease (the "Termination Notice"), may terminate this Sublease on a date to be specified in said notice (the "Termination Date"), which date shall be not earlier than one (1) day before the effective date of the proposed assignment or subletting permitted nor later than thirty (30) days after said effective date; provided, however, that within the earlier to occur of (i) five (5) Business Days after the delivery of the Termination Notice and (ii) one (1) Business Day prior to the Termination Date, Subtenant may, by written notice delivered to Sublandlord, rescind its written request to assign or consented tosublet. If such request is timely rescinded, the original Sublessee named herein Sublease shall not terminate as provided in the immediately preceding sentence. If the Sublease is terminated, Subtenant shall vacate and surrender the Sublease Premises on or before the Termination Date as if it were the Expiration Date. If Subtenant proposes to sublet only a portion of the Sublease Premises, Sublandlord, by notice given to Subtenant within ten (10) Business Days after receipt of Subtenant's request for consent (the "Elimination Notice"), may elect to eliminate such portion of the Sublease Premises (said portion hereinafter called the "Eliminated Space") from the Sublease Premises commencing on the date (hereinafter called the "Elimination Date") immediately prior to the proposed commencement date of the term of the proposed subletting, and in the event such notice is given: (a) the Eliminated Space shall be eliminated from the Sublease Premises; (b) Subtenant shall surrender the Eliminated Space to Sublandlord on or prior to the Elimination Date in the same manner as if said Elimination Date were the Expiration Date; (c) if the Eliminated Space shall constitute less than an entire floor, Sublandlord, at Sublandlord's expense, shall have the right to make any alterations and installations in the Sublease Premises required, in Sublandlord's reasonable judgment, to make the Eliminated Space a self-contained rental unit with access through corridors to the elevators and core toilets serving the Eliminated Space, and Sublandlord and any tenant or other occupant of the Eliminated Space shall have the right to use the core toilets and any corridors providing access from the Eliminated Space to the core area in common with Subtenant and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this permitted occupants of the Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupantPremises, and apply the net amount collected right to install signs and directional indicators in or about such corridors indicating the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy name and location of such tenant 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor other occupant; and Prime Lessor shall be void.(d)

No Assignment or Subletting. Sublessee 10.01 Tenant shall not assign, sell, mortgage, pledge or in any manner transfer encumber this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunderLease, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all whole or any part of the Subleased Premises by any personPremises, without on each occasion first obtaining the prior written consent of Sublessor Landlord, which consent shall not be unreasonably withheld. ▇▇▇▇▇▇▇▇’s failure to respond within thirty (30) days of ▇▇▇▇▇▇’s request shall be deemed a consent to ▇▇▇▇▇▇’s request. Notwithstanding the foregoing, no consent shall be required for an assignment or sublease by Tenant to (a) any person or entity controlling Tenant, controlled by Tenant or under common control with Tenant (a “Tenant Affiliate”); (b) a merger where Tenant is the surviving entity; (c) in connection with Tenant’s sale of substantially all of the assets of the business, and Prime Lessor; providedsale of merchandise and equipment, howeverconducted by it at the Premises, Sublessoror (d) any corporation or entity which shall acquire all or substantially all of the stock or all or substantially all of the assets of Tenant as a result of a consolidation, merger or sale. Tenant shall provide notice of such transfer to Landlord at least 15 days prior to the effective date, subject to any confidentiality requirements, and in the case of an assignment or sublease, shall deliver to Landlord certificates of insurance evidencing compliance with the insurance requirements of Tenant under this Lease. In the event of any assignment of this Lease made with or without Landlord’s consent, Tenant shall, nevertheless, remain liable for the performance of all of the terms, conditions and covenants of this Lease and prior to any assignment that requires ▇▇▇▇▇▇▇▇’s consent being effective, any assignee shall execute and deliver to Landlord an assumption of liability agreement in form reasonably satisfactory to Landlord, including an assumption by the assignee of all of the obligations of Tenant and the assignee’s ratification of and agreement to be bound by all the provisions of this Lease, including any warrants of attorney to confess judgment, if any. Any assignment or subletting requiring, but made without Landlord’s consent, shall be void and of no effect at Landlord’s option. If Tenant shall request the consent of Landlord to any assignment of this Lease, or subletting of all or part of the Premises, Tenant shall pay and deliver to Landlord as Additional Rent, a fee of Two Thousand Dollars ($2,000.00) representing Landlord’s costs related thereto including Landlord’s reasonable attorney’s fees, prior to Landlord being required to deliver any consent or rejection. Without limitation, Tenant agrees that ▇▇▇▇▇▇▇▇’s consent shall not be considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord or an affiliate of Landlord, (ii) the business or business reputation of the proposed transferee or creditworthiness of the proposed transferee is reasonably unacceptable to Landlord, (iii) Landlord or an affiliate of Landlord has comparable space available for lease by the proposed transferee or (iv) Tenant is then in default under this Lease after applicable and required in connection notice and cure periods, or any act or omission has occurred which would constitute a default with the giving of notice and/or the passage of time. ▇▇▇▇▇▇▇▇’s acceptance of Rent from any person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any Transfer. In no event shall Tenant be permitted to assign this Lease or sublet the Premises primarily for the storage of Hazardous Materials. 10.02 The provisions of Section 10.01 notwithstanding, if ▇▇▇▇▇▇ proposes to sublet all of the Premises or assign this Lease (other than as permitted without consent), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed subtenant or assignee or without that condition. If ▇▇▇▇▇▇ proposes to enter into a sublease of less than all of the Initials: Landlord Tenant DS Premises (other than as permitted without consent), Landlord may amend this Lease to remove the portion of the Premises to be transferred, either conditioned on execution of a new lease between Landlord and the proposed subtenant or without condition. If Tenant requests ▇▇▇▇▇▇▇▇’s consent to an assignment or sublease pursuant to Article 16(B) subletting, Tenant shall provide Landlord along with ▇▇▇▇▇▇’s request, current financial statements of the Prime Lease). Neither transferee certified by an executive officer of the transferee, a complete copy of the proposed assignment or sublease documents, and any other information Landlord reasonably requests, so as to enable Landlord to make a reasoned decision regarding consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor such transaction. 10.03 Notwithstanding anything to the references contrary contained in this Sublease Lease, Tenant may seek to assignees, subtenants, concessionaires raise capital for expansion of its business by transferring or licensees, shall in issuing stock of Tenant and that any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment such transfer or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or sublettingissuance, including, without limitation, any selling its outstanding voting stock to the public through listing on a “national securities exchange” as defined in the Securities Exchange Act of 1934, shall be permitted without Landlord’s prior consent or approval. 10.04 In the event of an assignment or subletting permitted or consented tounder this Article 11, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee Tenant shall remain fully liable and obligated under all the terms of this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidLease.

No Assignment or Subletting. Sublessee shall 6.1 Subtenant may not assign, sell, mortgage, pledge or in any manner transfer assign this Sublease or sublet any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part portion of the Subleased Premises by any person, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s Sublandlord (which consent by Sublandlord shall not be required in connection unreasonably withheld or delayed), Landlord and Landlord's mortgagee (to the extent that a mortgage requires mortgagee's consent thereto). Notwithstanding the foregoing, Subtenant shall have the right, without Sublandlord's prior written consent, to assign this Sublease or sublet the Subleased Premises to any trust the beneficial owner of which is the Subtenant, or to any corporation into which or with which Subtenant merges or consolidates and to any parent, subsidiary, or affiliated corporation of Subtenant, provided that the resulting entity from such merger or consolidation shall have a net worth not less than Subtenant's net worth prior to such merger or consolidation, and provided further that any such assignee or sublessee shall deliver to Sublandlord a counterpart original of a document reasonably satisfactory to Sublandlord whereby such assignee or sublessee agrees to assume and perform all of the terms and conditions of this Sublease on Subtenant's part from and after the effective date of such assignment or sublease. No such assignment or subletting shall release Subtenant of its liabilities and obligations hereunder except for an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires a corporation into which or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment with which Subtenant merges or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidconsolidates.

No Assignment or Subletting. Sublessee Tenant shall not assignsublet, sellpledge, mortgage, pledge encumber or in any manner transfer --------------------------- assign this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, Lease without the prior written consent of Sublessor and Prime Lessor; providedLandlord on each occasion, however, Sublessor’s which consent shall not be required in connection with an unreasonably withheld or delayed; any sublet, pledge, encumbrance or assignment without Landlord's consent shall be null and void. For a period of thirty days following receipt by Landlord of a request for the written consent to a subletting or sublease pursuant assignment, Landlord shall have the right, exercisable by sending written notice to Article 16(B) Tenant, to sublet or assign the same area to another at the lesser of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references Base Rent stated in this Sublease to assigneesLease or the rate proposed in Tenant's sublet; upon Landlord's exercise of such right, subtenants, concessionaires or licensees, Tenant shall in any way be construed to relieve Sublessee relieved of further liability arising under the Lease after the commencement date of the requirement of obtaining substitute tenant's term. In the consent of Sublessor and Prime Lessor to any further assignment event Landlord waives its right or subletting lets thirty days pass, Tenant may sublet or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without assign such space upon the prior written consent of Sublessor and Prime Lessor Landlord. Landlord's consent shall be voiddeemed reasonably withheld if, without limitation, (i) the proposed assignment, sublease or other transfer would be for the conduct of a business which is not in keeping with the quality standards for tenants of the Building, or (ii) Tenant's proposed assignee, sublessee or other transferee is not, in Landlord's reasonable judgment, financially creditworthy, or (iii) Tenant is in default under this Lease, or (iv) Tenant's proposed assignee, sublessee or other transferee has failed or refused to agree to perform and observe all the terms, provisions, conditions and covenants of this Lease, or (v) Tenant's proposed assignee, sublessee or other transferee would burden the common areas and facilities to a greater extent than does Tenant or would require more or additional services, or ( vi) use by the proposed assignee, sublessee or other transferee would require structural changes to the Building or the Premises, or (vii) Tenant's proposed assignee, sublessee or other transferee is a governmental agency.

No Assignment or Subletting. Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Prime Lessor and Sublessor, which consent of Sublessor and Prime Lessorshall not be unreasonably withheld, conditioned or delayed. If Sublessor does not either grant or withhold its consent to a proposed assignment, subletting, concession or license within thirty (30) days of receipt of Sublessee's request for such consent, Sublessor's consent shall be deemed approved; provided, however, Sublessor’s Sublessee must still obtain Prime Lessor's consent shall not be required in connection with an assignment to such proposed assignment, subletting, concession or sublease pursuant to Article 16(B) of the Prime Lease)license. Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable Sublessee, following notice and the expiration of any cure periodsperiod, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of the Sublessor and the Prime Lessor shall be void. Notwithstanding the provisions of this Paragraph 9, this Sublease may be assigned, or the Subleased Premises may be sublet, in whole or in part, after prior notice to Sublessor but without the consent of Sublessor and without any termination right of Sublessor being applicable thereto, (i) to any corporation or other entity into which or with which Sublessee may be merged or consolidated or to any corporation or entity to which all or substantially all of the Sublessee's assets or capital stock will be transferred, or (ii) to any corporation which is an affiliate, subsidiary, parent or successor of Sublessee, provided in all cases the surviving corporation or entity shall provide reasonable evidence that it has creditworthiness at least equal to the greater of (i) the net worth of Sublessee as of the date of such corporate transaction, and (ii) as of the date of this Sublease, and shall agree in writing with Sublessor to be bound by all of the terms and conditions of this Sublease (all of the foregoing being referred to as a "Permitted Transfer").

No Assignment or Subletting. Sublessee Subject to the further provisions of this Article 10, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, sellmortgage or encumber this lease, mortgagenor sublet, pledge or in any manner transfer this Sublease or any interest hereinnor suffer, or nor permit the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Demised Premises or any part thereof, thereof to be used or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises occupied by any personothers, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required Landlord in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Subleaseeach instance. If this Sublease lease is assigned, or if the Subleased Demised Premises or any part thereof is underlet are sublet or occupied by any person or entity other than SublesseeTenant, Sublessor Landlord may, after default by Sublessee beyond any applicable notice and cure periodsTenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunderrent herein reserved, but no assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant subtenant or occupant as tenant, or a release of Sublessee Tenant from the further performance by Sublessee Tenant of the covenants hereunder to be performed on the part of SublesseeTenant herein contained. Any attempted The consent by Landlord to an assignment, subletting, occupancy or use shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting subletting, occupancy or use. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent in each instance. The listing of Sublessor and Prime Lessor any name other than that of Tenant, if agreed to by Landlord, whether on the doors of the Demised Premises or on any elevator or the Building directory, if any, or otherwise, shall not operate to vest any right or interest in this lease or in the Demised Premises, nor shall it be voiddeemed to be the consent of Landlord to any assignment or transfer of this lease or to any sublease of the Demised Premises or to the use or occupancy thereof by others.

No Assignment or Subletting. Sublessee Subtenant, for itself, its successors and assigns, expressly covenants that it shall not assign, sellmortgage or encumber this Agreement, mortgagenor sublet, pledge nor suffer or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet permit the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises thereof to be used by any personothers, without the prior written consent of Sublessor Sublandlord and Prime Lessor; provided, however, Sublessor’s consent shall not be required the Landlord in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Subleaseeach instance. If this Sublease Agreement is assigned, or if the Subleased Premises or any part thereof is underlet sublet or occupied by any person person, firm or entity corporation other than SublesseeSubtenant, Sublessor with the consent of Sublandlord and the Landlord, Sublandlord may, after default by Sublessee beyond any applicable notice and cure periodsSubtenant, collect rent from the assignee, undertenant subtenant or occupant, occupant and apply the net amount collected to the rents payable by Sublessee hereunderrent and additional rent, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereof, this covenant or the acceptance of the assignee, undertenant subtenant or occupant as tenant, or a release of Sublessee Subtenant from the further future performance by Sublessee it of the covenants hereunder to be performed on the part of Sublesseeit herein contained. Any attempted The consent by Sublandlord and the Landlord to an assignment or a subletting without shall not in any way be construed to relieve Subtenant from obtaining the prior written express consent in writing of Sublessor and Prime Lessor Sublandlord to any further assignment or subletting. If Sublandlord is required to pay Landlord any sum in connection with any requested consent, subtenant shall be voidresponsible for paying such sum on behalf of Sublandlord. Nothing in this Section shall be deemed to limit any of the restrictions set forth in Section 15 of the Prime Lease, but shall be deemed to be restrictions in addition to those set forth in the Prime Lease.

No Assignment or Subletting. Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Prime Lessor and Sublessor, which consent of Sublessor and Prime Lessorshall not be unreasonably withheld, conditioned or delayed. If Sublessor does not either grant or withhold its consent to a proposed assignment, subletting, concession or license within thirty (30) days of receipt of Sublessee’s request for such consent, Sublessor’s consent shall be deemed approved; provided, however, SublessorSublessee must still obtain Prime Lessor’s consent shall not be required in connection with an assignment to such proposed assignment, subletting, concession or sublease pursuant to Article 16(B) of the Prime Lease)license. Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable Sublessee, following notice and the expiration of any cure periodsperiod, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of the Sublessor and the Prime Lessor shall be void. Notwithstanding the provisions of this Paragraph 9, this Sublease may be assigned, or the Subleased Premises may be sublet, in whole or in part, after prior notice to Sublessor but without the consent of Sublessor and without any termination right of Sublessor being applicable thereto, (i) to any corporation or other entity into which or with which Sublessee may be merged or consolidated or to any corporation or entity to which all or substantially all of the Sublessee’s assets or capital stock will be transferred, or (ii) to any corporation which is an affiliate, subsidiary, parent or successor of Sublessee, provided in all cases the surviving corporation or entity shall provide reasonable evidence that it has creditworthiness at least equal to the greater of (i) the net worth of Sublessee as of the date of such corporate transaction, and (ii) as of the date of this Sublease, and shall agree in writing with Sublessor to be bound by all of the terms and conditions of this Sublease (all of the foregoing being referred to as a “Permitted Transfer”).

No Assignment or Subletting. (a) Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest hereinin this Sublease, or the term Term or estate granted hereby or the rentals hereunderunder this Sublease, or sublet the Subleased Premises or any part thereofof the Subleased Premises, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, or take any action or undertake any Transfer or other transaction, without in each and every instance (and regardless of whether the Prime Lessor’s consent is required) obtaining the prior written consent of Sublessor, which Sublessor and agrees not to unreasonably withhold, delay or condition. In addition, if such transaction would require the consent of Prime Lessor; providedLessor under Article 29 of the Prime Lease, however, Sublessor’s consent then Sublessee shall not also be required to obtain the prior written consent of Prime Lessor in connection accordance with an assignment or sublease pursuant to Article 16(B29 of the Prime Lease. For the avoidance of doubt, and without limiting the applicability of any other provision of the Prime Lease, the provisions of Section 29.4(f) of the Prime Lease)Lease will apply to any transfer by Sublessee hereunder. Neither the consent of Sublessor or Prime Lessor to an any Transfer, assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenantsSublessees, concessionaires or licensees, shall in any way be construed to relieve Sublessee or any assignee or sub-sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises, Sublessee and any such assignee, Sublessee or sub-Sublessee under this Sublease agreeing to be bound by the provisions of this Sublease and the Prime Lease as to any further assignment, subleasing or other arrangement for which consent is required under this Sublease and the Prime Lease. (b) Notwithstanding the foregoing, Sublessee shall have the right to assign, without Sublessor’s prior written consent (but subject to any consent requirement in the Prime Lease), Sublessee’s interest in this Sublease thereof to any person or entity into or with which Sublessee is merged or consolidated; provided that Sublessee shall notify Sublessor in writing at least ten (10) business days prior to the last date on which the same is to be delivered to Prime Lessor (an “Exempt Assignment”) and otherwise comply with the requirements of this Sublease and the Prime Lease regarding such assignment; and provided, further, that the person or entity that will be the tenant under this Lease after the Exempt Assignment has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than that of Sublessee on the date hereof, or immediately prior to such assignment, whichever is greater. (c) In the case of any proposed Transfer, Sublessee shall give Sublessor the Transfer Notice no later than ten (10) business days prior to the last date on which the same may be delivered to Prime Lessor or, if Prime Lessor’s consent is not required, then no later than twenty-five (25) days prior to the date when Sublessee desires the Transfer to be effective. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein in this Sublease and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. Any act and omission of any sub-sublessee or assignee of Sublessee, or of anyone claiming by, under or through any sub-sublessee or assignee of Sublessee, that shall be in conflict with the terms of this Sublease shall constitute a breach by Sublessee under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof of the Subleased Premises is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond Sublessee, following notice and the expiration of any applicable notice and cure periodsperiod, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents Rent payable by Sublessee hereunderunder this Sublease, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereofof this Sublease, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder under this Sublease to be performed on the part of Sublessee. Any attempted assignment or subletting or other arrangement, whether by Sublessee or any assignee or Sublessee of Sublessee, without the prior written consent of the Sublessor and Prime Lessor shall be void. Tenant shall reimburse Sublessor for Sublessor’s reasonable, out of pocket costs and expenses, including reasonable attorneys’ fees, charges and disbursements incurred in connection with the review, processing and documentation of any request for consent or any Exempt Assignment (including without limitation any amount that Sublessor is required to pay to Prime Lessor under the Prime Lease).

No Assignment or Subletting. Sublessee A. Subtenant, on its own behalf and on behalf of its heirs, distributees, executives, administrators, legal representatives, successors and assigns, covenants and agrees that Subtenant shall not not, by operation of law or otherwise: (i) assign, sellwhether by merger, mortgageconsolidation or otherwise, pledge mortgage or encumber its interest in this Sublease, in whole or in any manner transfer this Sublease or any interest hereinpart, or the term or estate granted hereby or the rentals hereunder(ii) sublet, or sublet permit the Subleased subletting of, the Sublease Premises or any part thereof, or grant any concession or license or otherwise (iii) permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet to be occupied or occupied used for desk space, mailing privileges or otherwise by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting Subtenant without the prior written consent of Sublessor Sublandlord (which may be granted or withheld in Sublandlord’s sole and Prime Lessor absolute discretion) and of Overlandlord in each instance. Any violation of the provisions of this Subparagraph 22A shall constitute a default under this Sublease. B. If Subtenant shall desire to sublet all or any portion of the Sublease Premises, Subtenant shall submit to Sublandlord a written request for Sublandlord’s consent to such assignment or subletting, which request shall be accompanied by the following information: (i) the name and address of the proposed subtenant; (ii) if Subtenant desires to sublet only a portion of the Sublease Premises, a description of the portion to be sublet, together with a floor plan thereof; (iii) the terms and conditions of the proposed subletting; (iv) the nature and character of the business of the proposed subtenant and its proposed use of the Sublease Premises; and (v) current financial information and any other information Sublandlord may reasonably request with respect to the proposed subtenant, including, without limitation, its most recent financial statement or report. Sublandlord, by notice given to Subtenant within 30 days after receipt of Subtenant’s request for consent to any sublease of the whole of the Sublease Premises, may terminate this Sublease on a date to be specified in said notice (the “Termination Date”), which date shall be not earlier than one day before the effective date of the proposed subletting nor later than 61 days after said effective date. Subtenant shall vacate and surrender the Sublease Premises on or before the Termination Date as if it were the Expiration Date. If Subtenant proposes to sublet only a portion of the Sublease Premises, Sublandlord, by notice given to Subtenant within 30 days after receipt of Subtenant’s request for consent, may elect to eliminate such portion of the Sublease Premises (said portion hereinafter called the “Eliminated Space”) from the Sublease Premises during the period (hereinafter called the “Elimination Period”) commencing on the date (hereinafter called the “Elimination Date”) immediately prior to the proposed commencement date of the term of the proposed subletting, and ending on the proposed expiration date of the term of the proposed subletting, and in the event such notice is given: (a) the Eliminated Space shall be eliminated from the Sublease Premises during the Elimination Period; (b) Subtenant shall surrender the Eliminated Space to Sublandlord on or prior to the Elimination Date in the same manner as if said Elimination Date were the Expiration Date; (c) if the Eliminated Space shall constitute less than an entire floor, Sublandlord, at Sublandlord’s expense, shall have the right to make any alterations and installations in the Sublease Premises required, in Sublandlord’s reasonable judgment, to make the Eliminated Space a self-contained rental unit with access through corridors to the elevators and core toilets serving the Eliminated Space, and Sublandlord and any tenant or other occupant of the Eliminated Space shall have the right to use the core toilets and any corridors providing access from the Eliminated Space to the core area in common with Subtenant and any other permitted occupants of the Sublease Premises, and the right to install signs and directional indicators in or about such corridors indicating the name and location of such tenant or other occupant; (d) during the Elimination Period, (x) the Fixed Rent shall be reduced in the proportion which the area of the Eliminated Space bears to the total area of the Sublease Premises immediately prior to the Elimination Date (including an equitable portion of the area of any corridors referred to in clause (c) of this sentence as part of the area of the Eliminated Space for the purpose of computing such reduction), and (y) any prepaid portion of Fixed Rent and Additional Charges for any period after the Elimination Date allocable to the Eliminated Space shall be refunded by Sublandlord to Subtenant; (e) if the Elimination Period shall end prior to the Expiration Date, the Eliminated Space, in its then existing condition, shall be deemed restored to and once again a part of the Sublease Premises during the period (hereinafter called the “Restoration Period”) commencing on the date next following the expiration of the Elimination Period and ending on the Expiration Date, except if Sublandlord is unable to give Subtenant possession of the Eliminated Space at the expiration of the Elimination Period by reason of the holding over or retention of possession of any tenant or other occupant, in which event (1) the Restoration Period shall not commence, and the Eliminated Space shall not be deemed restored to or a part of the Sublease Premises, until the date upon which Sublandlord shall give Subtenant possession of such Eliminated Space free of occupancies, (2) neither the Expiration Date nor the validity of this Sublease shall be affected, and (3) Subtenant waives any rights under law to rescind this Sublease and further waives the right to recover any damages which may result from the failure of Sublandlord to deliver possession of the Eliminated Space at the end of the Elimination Period; and (f) during the Restoration Period, if any, the Fixed Rent shall be increased in the proportion which the area of the Eliminated Space bears to the total area of the Sublease Premises immediately prior to the commencement of the Restoration Period (including an equitable portion of the area of any corridors referred to in clause (c) of this sentence as part of the area of the Eliminated Space for the purpose of computing such increase). At the request of Sublandlord, Subtenant shall execute and deliver an instrument or instruments, in form satisfactory to Sublandlord, setting forth any modifications to this Sublease contemplated in or resulting from the operation of the foregoing provisions of this Subparagraph 22B; however, neither Sublandlord’s nor Subtenant’s failure to execute or deliver any such instrument shall vitiate the effect of the foregoing provisions of this Subparagraph 22B. C. Notwithstanding anything to the contrary contained in this Paragraph 22, if Sublandlord does not exercise its right to terminate this Sublease or to eliminate the Eliminated Space from the Sublease Premises pursuant to Subparagraph 22B above, provided that Subtenant is not in default under any of the terms, covenants and conditions of this Sublease, Subtenant shall have the right to sublet any portion of the Sublease Premises, subject to all of the following terms and conditions: (i) Subtenant shall have complied with the provisions of the O▇▇▇▇▇▇▇▇ and shall obtain, prior to the effective date of such sublease, the consent of Overlandlord to such sublease; (ii) Subtenant shall obtain the prior written consent of Sublandlord to such proposed sublease, which consent shall not be unreasonably withheld, it being agreed and understood that in any instance where Overlandlord shall withhold consent to such proposed sublease, then Sublandlord’s consent to such proposed sublease shall be deemed withheld, and Sublandlord shall not be deemed unreasonable in withholding such consent; (iii) In Sublandlord’s reasonable judgment, the proposed subtenant is engaged in a business, and the Sublease Premises will be used in a manner, which (x) is in keeping with the then standards of the Building, (y) is limited to the use for the purposes set forth in this Sublease, and for no other purposes and (z) will not impose any additional material burden upon Overlandlord in the operation of the Building; (iv) The proposed subtenant shall be reputable and shall have, in the reasonable judgment of Sublandlord, sufficient financial worth to perform the obligations of the subtenant under the sublease as evidenced by the presentation to Sublandlord of financial and other information regarding the proposed subtenant including, without limitation, its business experience, a current financial statement, and such other information as Sublandlord may reasonably request; (v) Subtenant shall not have (x) negotiated or entered into a proposed subletting with any tenant, subtenant or occupant of any space in the Building or any person with whom Sublandlord is then negotiating (or with whom Sublandlord has, in the previous nine-month period, negotiated) to sublease space in the Building or with any person which directly or indirectly controls, or is controlled by, or is under common control with, any such tenant, subtenant or occupant or person with whom Sublandlord is then negotiating (or with whom Sublandlord has, in the previous nine-month period, negotiated), or (y) advertised or listed the Sublease Premises for subletting at a rental lower than the rental at which Sublandlord is then offering to rent space in the Building; (vi) No subletting shall be for a term ending later than one day prior to the expiration date of the term of this Sublease; (vii) The sublease shall be subject and subordinate to all provisions of this Sublease and the O▇▇▇▇▇▇▇▇ and all of the rights of Sublandlord hereunder and of Overlandlord under the O▇▇▇▇▇▇▇▇; (viii) Subtenant shall deliver to Sublandlord a duplicate original of such sublease, duly executed and acknowledged by Subtenant and the subtenant, at the time Subtenant requests Sublandlord’s consent thereto; (ix) The sublease shall provide that it is subject and subordinate to this Sublease and to the matters to which this Sublease is or shall be subordinate, and that, in the event of termination, re-entry or dispossession by Sublandlord under this Sublease, Sublandlord may, at its option, take over any of the right, title and interest of Subtenant, as sublessor, under such sublease, and the subtenant shall, at Sublandlord’s option, attorn to Sublandlord pursuant to the then executory provisions of such sublease, except that Sublandlord shall not (x) be liable for any previous act or omission of Subtenant under such sublease, (y) be subject to any counterclaim, offset or defense, which theretofore accrued to such subtenant against Subtenant, or (z) be bound by any previous modification of such sublease or by any previous prepayment of more than one (1) month’s rent (it being acknowledged and agreed, however, that the provisions of this Subparagraph 22C(ix) shall be self operative, and that no further instrument shall be required to give effect to this provision); (x) The subtenant shall have no right whatsoever to further sublet the Sublease Premises or any portion thereof or to assign its interest in the sublease; (xi) The subtenant shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to service of process in, and the jurisdiction of the courts of, the State of New York; (xii) There shall not be more than two subtenants or occupants (including Subtenant) of the Sublease Premises; and (xiii) No sublease shall be for less than 1,000 contiguous square feet of area, and shall be of a shape or configuration such that the area proposed to be sublet and the remainder of the Sublease Premises shall in Sublandlord’s reasonable judgment constitute a commercially marketable separate rental unit. D. Subtenant shall reimburse Sublandlord on demand for all costs (including, without limitation, all reasonable legal fees and disbursements, as well as the costs of making investigations as to the acceptability of the proposed subtenant) which may be incurred by Sublandlord in connection with a request by Subtenant that Sublandlord consent to any proposed assignment or sublease. E. Subtenant hereby waives any claim against Sublandlord for money damages which Subtenant may have based upon any assertion that Sublandlord has unreasonably withheld or delayed any consent to a subletting pursuant to the provisions of this Sublease. Subtenant agrees that its sole remedy shall be an action or proceeding to enforce such provisions or for specific performance. F. If Sublandlord shall give its consent to any sublease of the Sublease Premises, Subtenant shall pay to Sublandlord, as Additional Charges, 100 percent of any and all Sublease Profits (as hereinafter defined). For purposes of this Sublease, the term “Sublease Profits” shall be deemed to mean the amount by which (i) all rents, additional charges or other consideration payable under the sublease to, or in connection with the subletting by, Subtenant (including, but not limited to, sums paid for the sale or rental of Subtenant’s fixtures, leasehold improvements, equipment, furniture or other personal property less, in the case of the sale thereof, the then net unamortized or undepreciated cost of any such fixtures, leasehold improvements, equipment, furniture or other personal property which were provided and installed in the Sublease Premises at the sole cost and expense of Subtenant and for which Sublandlord has not given an allowance or other credit, determined on the basis of Subtenant’s federal income tax returns) after deducting therefrom the amount of any reasonable brokerage commission, attorney’s fees and advertising costs, and the reasonable cost of constructing demising walls in connection with the subletting of a portion of the Sublease Premises, if applicable, actually incurred by Subtenant in connection with such subletting, exceed the (ii) Fixed Rent and Recurring Additional Charges with respect to the portion of the Sublease Premises to be subleased accruing during the term of such sublease pursuant to the terms of this Sublease. The sums payable under this Subparagraph 22F shall be paid to Sublandlord as and when payable by the subtenant to Subtenant. G. Any attempted assignment or subletting made contrary to the provisions of this Paragraph 22 shall be null and void. No consent by Sublandlord or Overlandlord to any assignment or subletting shall in any manner be considered to relieve Subtenant from obtaining Sublandlord’s and Overlandlord’s express written consent to any further assignment or subletting. The provisions of this Paragraph 22 shall apply to each and every sublease Subtenant proposes to enter into during the Term. For the purposes of this Paragraph 22, “sublettings” shall be deemed to include all sub-sublettings as well as sublettings. (i) If Subtenant is a corporation, the direct or indirect transfer and/or exchange of 50 percent or more (aggregating all prior transfers) of the shares of Subtenant or of the shares of any corporation of which Subtenant is a direct or indirect subsidiary, including transfers by operation of law and including a related or unrelated series of transactions, shall be deemed an assignment of this Sublease for purposes of this Paragraph 22. (ii) If Subtenant is a partnership, the direct or indirect transfer of 50 percent or more (aggregating all prior transfers) of the partnership interests of Subtenant, including transfers by operation of law and including a related or unrelated series of transactions, shall be deemed an assignment of this Sublease for all purposes of this Paragraph 22. (iii) If Subtenant is a limited liability company, the direct or indirect transfer of 50 percent or more (aggregating all prior transfers) of the membership interests of Subtenant, including transfers by operation of law and including a related or unrelated series of transactions, shall be deemed an assignment of this Sublease for all purposes of this Paragraph 22. I. Subtenant specifically acknowledges that the provisions of Section 12.10 of the O▇▇▇▇▇▇▇▇ shall be applicable (with respect to both Overlandlord and Sublandlord) to any sublease of the Sublease Premises or assignment of this Subl

No Assignment or Subletting. Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, entity or any Competitor (as defined in Section 14.2 of the Prime Lease) of Prime Lessor, without the prior written consent of Sublessor, which shall not be unreasonably withheld or delayed and, if and to the extent required under the terms of the Master Lease or the Prime Lease, the consent of Prime Lessor and Master Lessor. Notwithstanding anything to the contrary in this Sublease, the consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required for any sublease of the Subleased Premises or any assignment of this Sublease to any entity controlled by, under common control with, or which controls Sublessee for so long as such entity is controlled by, under common control with, or controls Sublessee, or in connection with an assignment any merger of Sublessee with any other entity (provided the surviving entity has at least the net worth of Sublessee immediately prior to the merger) or sublease pursuant to Article 16(B) the sale of substantially all of the Prime Lease)assets of Sublessee located in the Subleased Premise. Neither the consent of Sublessor Sublessor, Prime Lessor or Prime Master Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor Sublessor, Prime Lessor and Prime Master Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond following the lapse of any applicable notice and cure periodsperiod, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of SublesseeSublessee (except to the extent such amounts are so applied). Any attempted assignment or subletting without the prior written consent of Sublessor and Sublessor, Prime Lessor and Master Lessor, to the extent required, shall be void.

No Assignment or Subletting. (a) Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be void. (b) Notwithstanding the foregoing, Sublessee may make the following transfers and Sublessor’s and Prime Lessor’s consent shall not be required with respect to (i) any assignment resulting from a consolidation, merger or purchase of all or substantially all of Sublessee’s stock or assets; or (ii) any assignment or sublease of all of the Sublease Premises to a person or entity (1) who or which controls Sublessee or who or which controls the person or entity who or which controls Sublessee (in either case, a “Parent”), or who is controlled by Sublessee or a Parent, or is controlled by a person or entity who or which is controlled by Sublessee or a Parent, and (2) whose net worth is not materially less than Sublessee’s net worth at the time this Sublease was executed. The term “control,” as used in this Section 9(b), shall mean the ownership, directly or indirectly, of fifty-one percent (51%) or more of the outstanding voting stock of a corporation or other equity interest if Sublessee or such entity is not a corporation. With respect to any assignment or subletting to which Sublessor’s and Prime Lessor’s consent is not required, the following provisions shall apply: (I) If permitted by law, Sublessee shall give Sublessor written notice of the assignment or subletting no less than 10 days prior to the effective date thereof, which notice shall set forth the identity of the proposed transferee, the reason(s) why Sublessor’s and Prime Lessor’s consent is not required and the nature of the proposed transferee’s business to be carried on in the Subleased Premises. (II) Sublessee shall furnish Sublessor (i) no less than 30 days prior to the effective date of the assignment or subletting, with a current financial statement of the proposed transferee; and (III) Sublessee shall furnish Sublessor with a complete copy of the fully executed assignment and assumption agreement or sublease within ten (10) days after the date said document is executed. Any assignment or subletting to which Sublessor’s and Prime Lessor’s consent is not required and with respect to which the provisions of this paragraph are not complied with shall, at Sublessor’s option, be void.

No Assignment or Subletting. Sublessee Tenant shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or have the term or estate granted hereby or the rentals hereunder, right to assign or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all whole or any part of the Subleased Premises by any personDemised Premises, without the prior written consent of Sublessor the Landlord to any affiliate. Affiliate shall mean an entity controlled by or under common control with Tenant. Any other assignment or subletting will require the approval of Landlord which approval shall not be unreasonably withheld. Any assignee or sublessee shall be required to continue to use the Demised Premises for the uses permitted under this Lease and Prime Lessor; providedTenant shall continue to remain fully liable to Landlord for the performance of all terms, however, Sublessor’s covenants and conditions of this Lease (except those relating to occupancy of the Demised Premises). Such assignment or sublease will not release Tenant from the duties of the Tenant contained in this agreement. Any consent by the Landlord to any act of assignment or subletting shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Tenant, or the legal representatives or assigns of the Tenant, to obtain from Landlord consent to any other or subsequent assignment or subletting, or as modifying or limiting the rights of Landlord under the foregoing covenant by the Tenant not to assign or sublet without such consent. Any assignee or sublessee shall be required to continue to use the Demised Premises for the same use as the original Tenant and Tenant shall continue to remain fully liable to Landlord for the performance of all terms, covenants and conditions of this Lease (except those relating to occupancy of the Demised Premises). Tenant shall provide to Landlord such financial statements and other information regarding the business of any proposed assignee or sublessee as Landlord may request in connection with order to permit Landlord to evaluate the financial or managerial capability of any such proposed assignee or sublessee. In the event that Landlord shall consent to an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignmentTenant shall pay to Landlord its reasonable fees, underlettingnot to exceed $500.00, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidincurred in connection with processing Tenant’s request for such consent.

No Assignment or Subletting. Sublessee Tenant covenants and agrees not to make or permit a Transfer by Tenant, as hereinafter defined, without Landlord's prior written consent, which consent shall not assignbe unreasonably withheld. A Transfer by Tenant shall include an assignment of this Lease, sella sublease of all or any part of the Demised Premises or any assignment, sublease, transfer, mortgage, pledge or in any manner transfer this Sublease encumbrance of all or any part of Tenant's interest hereinunder this Lease or in the Demised Premises, by operation of law or otherwise, or the term use or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Demised Premises by any person, anyone other than Tenant. Any such Transfer by Tenant without the prior Landlord's written consent shall be void and shall constitute a default under this Lease. In the event Landlord consents to any Transfer by Tenant, Landlord shall be entitled to receive fifty percent (50%) of Sublessor all consideration to be paid by the assignee, sublessee or transferee for the use and Prime Lessor; providedenjoyment of Tenant's rights under this Lease in excess of the amounts payable by Tenant hereunder (whether such consideration is paid in a lump-sum, howeverby multiple payments, Sublessor’s consent or as additional rent or rent premiums, or otherwise), and Tenant shall not be required relieved of its obligations under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no Transfer by Tenant had been made, unless specifically provided to the contrary in Landlord's prior written consent. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of the provisions of this Section or of any other provision of this Lease and any consent by Landlord to Transfer by Tenant shall not be deemed a consent to any subsequent Transfer by Tenant. In the event Landlord consents to a Transfer by Tenant, any right which may at the time have been granted to Tenant to extend the Lease Term shall automatically terminate and be of no further force or effect unless otherwise agreed to by Landlord in writing. Tenant covenants and agrees to pay to Landlord, within 10 days after demand by Landlord, the reasonable costs and expenses of Landlord in connection with an assignment any request by Tenant for consent to a Transfer by Tenant, including reasonable attorneys' fees, whether or sublease pursuant to Article 16(B) of the Prime Lease). Neither the not consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or Landlord is given to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied Transfer by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidTenant.