Common use of Sublease and Assignment Clause in Contracts

Sublease and Assignment. Sublessee shall not have the right to sublease or assign this Sublease or any part thereof, or suffer or permit the Sublet Premises or any part thereof to be occupied by others, by operation of law or otherwise without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheld, conditioned or delayed. If Sublessee should desire to assign this Sublease or sublease the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy of the proposed assignment or sublease document, and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional Rent.

Sublease and Assignment. Sublessee Neither Tenant, nor Tenant’s legal representatives or successors shall not have the right to sublease mortgage, encumber, assign or assign transfer this Sublease lease or any part thereofsublease, or suffer use or occupy or permit the Sublet Premises demised premises or any part thereof to be used or occupied by others, by operation of law or otherwise without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease Landlord in contravention of this Sublease without such prior written each instance, which consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheldwithheld or delayed in accordance with the express terms and conditions of this Article. Any such mortgage, conditioned encumbrance, sublease or delayedassignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If Sublessee should desire to assign this Sublease or sublease the Sublet Premises demised premises or any portion thereofpart thereof be occupied by any party other than Tenant, Sublessee without Landlord’s consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall give Sublessor be deemed a waiver of the conditions of this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations on the part of Tenant under this lease. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such desire proposed bonafide sublease or assignment, such notice to make be received by Landlord at least thirty (30) days prior to the proposed commencement date of such assignment proposed sublease or effect such subleaseassignment. At Said notice shall state and include the time of giving such notice, Sublessee shall provide Sublessor with a copy following: the name of the proposed assignment or sublease document, and such information as Sublessor and Landlord may reasonably request concerning transferee; the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability status of the proposed assignee transferee either as, an individual, partnership, corporation or sublessee. Sublessor shall then have the like; the present business address of the proposed transferee; a period present financial statement of twenty (20) days following receipt the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to proposed sublease or assign its interest in the Sublease. Sublessor assingment: and Sublessee agree that, in the event of any approved assignment whether all or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all portion of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken leased premises is proposed to be performed by Sublessee herein. Sublessee and/or subleased under such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, proposed sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional Rent.

Sublease and Assignment. Sublessee Except as otherwise permitted by Section 11.2 and Section 11.3 below, Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, in whole or in part, by operation of law or otherwise or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any person or business entity, or any combination thereof, other than Tenant, without the prior written consent of Sublessor Landlord, approval and Landlordconsent not to be unreasonably withheld as spelled out below in Section 11.2. Any attempt by Sublessee Notwithstanding anything to sublease or assign its interests under the Sublease in contravention of this Sublease contrary contained herein, Tenant may, without such the prior written consent shall be voidof Landlord, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheld, conditioned or delayed. If Sublessee should desire to assign this Sublease Lease or sublease sublet the Sublet premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean (i) any entity which controls or is controlled by or is under common control with Tenant, or (ii) any entity not less than fifty (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof, Sublessee . Any assignment made by Tenant shall give Sublessor written notice contain a covenant of such desire assumption by the assignee running to make such assignment or effect such subleaseLandlord. At the time of giving such notice, Sublessee shall provide Sublessor with a copy of the proposed assignment or sublease document, All reasonable legal fees and such information as Sublessor and expenses not to exceed $1500.00 incurred by Landlord may reasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent or sublease proposed by Sublessor to a particular assignment, sublease, or other transaction shall not Tenant will be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee paid by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent Tenant within thirty (50%) of all such excess Rent within ten (1030) days following of receipt thereof by Sublessee of an invoice from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional RentLandlord.

Sublease and Assignment. Sublessee Except as provided below and as provided in Rider 2 to the Lease, Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, in whole or in part, by operation of law or otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, the transfer of a majority interest of stock, PARTNERSHIP or other forms of ownership interests, merger or dissolution) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to In no event shall any assignment or sublease ever release Tenant from any obligation or assign its interests under the Sublease in contravention of this Sublease without such prior written consent shall be void, of no effect, and constitute an Event of Default liability hereunder. Any Without limiting Landlord's consent rights and as a condition to obtaining Landlord's consent, (i) each assignee must assume all obligations under this Lease and (ii) each sublessee must confirm that its sublease is subject and subordinate to this Lease. In addition, each assignee and sublessee shall agree to cause the Premises to comply at all times with all requirements of the Disability Acts (as amended), including, but not limited to, obligations arising out of or associated with such assignee's or subtenant's use of or activities or business operations conducted within the Premises to the extent Tenant would be required consent to so comply under this Lease. No assignee or sublessee of Sublessor shall not be unreasonably withheld, conditioned the Premises or delayed. If Sublessee should desire to any portion thereof may assign this Sublease or sublease sublet the Sublet Premises or any portion thereof, Sublessee . Consent by Landlord to one or more assignments or sublettings shall give Sublessor written notice not operate as a waiver of such desire Landlord's rights as to make such assignment or effect such subleaseany subsequent assignments and/or sublettings. At the time of giving such notice, Sublessee Tenant shall provide Sublessor with deliver to Landlord a copy of the proposed each assignment or sublease documententered into by Tenant promptly after the execution thereof, whether or not Landlord's consent is required in connection therewith. Any assignment made by Tenant shall be in RECORDABLE FORM AND SHALL CONTAIN A covenant of assumption by the assignee running to Landlord. All reasonable legal fees and such information as Sublessor expenses INCURRED BY LANDLORD IN CONNECTION with any assignment or sublease proposed by Tenant will be the responsibility of Tenant and Landlord may reasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty will be paid by Tenant within five (205) days following of receipt of such notice and such information within which an invoice from Landlord. In addition, Tenant will pay to notify Sublessee Landlord an administrative overhead fee of $500.00 in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event consideration for Landlord's review of any approved requested assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional Rent.

Sublease and Assignment. Sublessee Neither Tenant, nor Tenant's legal representatives or successors shall not have the right to sublease mortgage, encumber, assign or assign transfer this Sublease lease or any part thereofsublease, or suffer use or occupy or permit the Sublet Premises demised premises or any part thereof to be used or occupied by others, by operation of law or otherwise without the prior written consent of Sublessor Landlord in each instance, which consent shall not be unreasonably withheld or delayed in accordance with the express terms and Landlordconditions of this Article. Any attempt such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by Sublessee any party other than Tenant, without Landlord's consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver of the conditions of this Article or the acceptance of the occupant as Assignee or Subtenant or a release of Tenant from the further performance by Tenant of the obligations on the part of Tenant under this lease. No sublease or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assignment; the proposed commencement and termination date of such proposed sublease or assignment: and whether all or portion of the leased premises is proposed to be subleased under such proposed sublease. Tenant may sublease or assign its interests under all or a portion of the Sublease in contravention demised premises only upon the obtaining of this Sublease without such Landlord's written consent and subject to the following express conditions: A. That Tenant does not sublease or assign to more than a reasonable number of transferees which number shall be subject to Landlord's approval; B. That each transferee shall be subject to the prior written consent shall be void, approval of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor Landlord which approval shall not be unreasonably withheld, conditioned or delayed. If Sublessee should desire , but without limiting the generality of the foregoing, it shall be reasonable for Landlord to assign this Sublease deny such approval if: (1) The use to be made of the demised premises by the proposed transferee is (a) not generally consistent with the character and nature of all other tenancies in the Building or sublease with Landlord's leasing policy, or (b) a use which conflicts with any so called "exclusive" then in favor of another tenant of the Sublet Premises Building or of any of Landlord's other Buildings which are in the same complex as the Building, or (c) any use which is the same as that stated in any percentage lease to another tenant of the Building or any of Landlord's other Buildings which are in the same complex as the Building or (d) a use which would be prohibited by any other portion thereofof this lease (including but not limited to any rules and regulations then in effect): or (2) The character, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such noticemoral stability, Sublessee shall provide Sublessor with a copy reputation and financial responsibility of the proposed transferee is not reasonably satisfactory to Landlord or in any event not at least equal to those which were possessed by Tenant as of the date of execution of this lease; C. That in no event shall the term of such sublease or assignment be for a longer period than the unexpired term of this lease; D. That each sublease or sublease documentassignment shall expressly provide that it is subject and subordinate to this lease; E. That Tenant shall pay to Landlord, and such information Landlord's then standard processing fee, which as Sublessor and Landlord may reasonably request concerning of the date of execution of this Lease is currently the sum of $1,000,000; F. That the proposed assignee or sublessee transferee shall execute an agreement on Landlord's then standard form pursuant to assist Sublessor which it shall agree to perform faithfully and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to bound by all of the terms, covenants, conditions, provisions and provisions agreements of this Sublease and lease for the Lease. Sublessor may collect Rent directly from such assignee period covered by the sublease or sublessee and apply the amount so collected assignment to the Rent herein reserved. No such consent extent of the space subleased; G. That an executed duplicate original of each sublease or assignment and assumption agreement in a form acceptable to or recognition of Landlord, together with all sums due, shall be delivered to Landlord within five (5) days after the execution thereof and any such sublease or assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a binding upon Landlord until the delivery of the foregoing to Landlord and the execution and delivery of Landlord's consent thereto and; H. That Landlord shall have the right upon written demand to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other require the transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor the rent under the sublease or assignment directly to the Landlord and/or to require Tenant to pay to Landlord a sum equal to (i) fifty percent per cent (50%) of all any rent or other consideration paid to Tenant by any transferee which is in excess of the rent then being paid by Tenant to Landlord (to the extent of, and as apportionable to space sought to be subleased) pursuant to the terms of this lease, after reduction for the reasonable and necessary direct costs actually incurred by Tenant to obtain the sublease or assignment, such excess Rent within ten as e.g., any brokerage fee and remodeling costs, but with no reduction for any indirect costs, such as e.g., rent and expenses paid by Tenant while the space sought to be subleased or assigned is vacant, and (10ii) days following fifty per cent (50%) of any other profit or gain realized by Tenant from any such subleasing. All sums payable hereunder by Tenant shall be paid to landlord as additional rent immediately upon receipt thereof by Sublessee from Tenant. Any such sublesseerent, assigneeprofit, licenseegain or other consideration, or other transfereesum equal to same, as set forth herein, not so paid to Landlord as herein required, shall be and is deemed to be held and retained by Tenant in trust for the case might besole benefit of Landlord, as Additional Rentand, whether actually held or retained by Tenant or not, shall be and is deemed to be held and retained by Tenant in trust for the sole benefit of Landlord, and whether actually held or retained by Tenant or not, shall be chargeable to Tenant and payable to Landlord upon demand. Any failure or refusal by Tenant to pay Landlord same shall constitute a default and material breach of the terms, covenants and conditions of this lease subjecting Tenant to all the rights and remedies of Landlord under this lease and applicable law. The consent by Landlord to a sublease or assignment shall not in any way be construed to relieve Tenant or the transferee from obtaining the express consent in writing of Landlord to any further transfer. Any further transfer shall require the written consent of Tenant and any previous transferee except that Tenant and any transferee hereunder expressly waive their right to consent to any further transfer of the premises on their behalf by Landlord. The consent by Landlord to a sublease or assignment shall not in any way be construed to release Tenant from any liability whether past, present or future under this lease or to release Tenant from any liability under this lease because of Landlord's failure to give notice of default under or in respect to any of the terms, covenants, conditions, provisions or agreements of this lease. Notwithstanding the consent of Landlord to an assignment or sublease, Tenant shall remain liable for payment of all bills rendered by Landlord for the rent and other charges incurred by the transferee for services and materials supplied to the demised premises. If Tenant is a corporation which, under the then current guidelines published by the Commissioner or Corporations of the State of California, is not deemed a public corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation of any stock or interest in such corporation, association or partnership in excess of twenty-five (25%) percent shall be deemed a proposed transfer within the meaning of this Article, including the requirement of obtaining Landlord's prior written consent. LANDLORD HEREBY CONSENTS TO THE ASSIGNMENT, SUBLETTING, OR TRANSFER OF THIS LEASE BY TENANT TO ANY CORPORATION RESULTING FROM A CONSOLIDATION, OR TO THE SURVIVING CORPORATION IN CASE OF A MERGER, TO WHICH CONSOLIDATION OR MERGER TENANT SHALL BE A PARTY, OR TO ANY BANK ACQUIRING ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF TENANT, OR TO ANY CORPORATION RESULTING FROM A REORGANIZATION OF TENANT.

Sublease and Assignment. Sublessee shall This Lease is personal to Tenant, and Tenant may not have the right to sublease assign or assign this Sublease sublet all or any part thereof, or suffer portion thereof or permit any other person or persons to occupy the Sublet Premises leased premises or any part portion thereof to be occupied by others, by operation of law or otherwise without the prior written consent of Sublessor and Landlord, which consent shall not unreasonably be withheld. Any attempt The interest of Tenant or such assignee cannot be sold, assigned, transferred, seized, or taken by Sublessee operation of law or under or by virtue of any execution or other process, attachment, or proceeding instituted against Tenant, or under or by virtue of any bankruptcy or insolvency proceeding had in regard to sublease Tenant, or assign in any XV SUBORDINATION ------------- 1. Upon request of Landlord, Tenant will subordinate its interests under rights hereunder to the Sublease in contravention lien of any first mortgage (which shall for purposes of this Sublease without such prior written consent Lease be deemed to include a Deed of Trust) now or hereafter in force against the land and buildings of which the leased premises are a part or upon any building hereafter placed upon the land of which the leased premises is a part, and to all advances made or hereafter to be made upon the security thereof. This Article shall be void, of no effectself-operative, and constitute no further instrument of subordination shall be required from Tenant. Tenant hereby constitutes Landlord as its attorney in fact to execute any subordination agreement required by Landlord's mortgagee on Tenant's behalf. Nothing contained in this Article shall require Tenant to agree to any subsequent modification in the term of this Lease, nor shall any mortgagee succeeding to Landlord's interest have any greater rights hereunder than Landlord. 2. Upon the request by Landlord, Tenant agrees to provide an Event Estoppel Certificate to Landlord's mortgagee, in substantially similar form to Exhibit "E", attached hereto, but amended, as necessary, to reflect the facts as of Default hereunderthe date each such Estoppel Certificate is requested. 1. Any required consent The following events shall be deemed to be events of Sublessor default by Tenant under this Lease: (a) If Tenant shall not be unreasonably withheldfail to pay any installments of the rent, conditioned or delayed. If Sublessee should desire to assign this Sublease or sublease the Sublet Premises or any portion thereofother charge designated herein to be paid, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At on the time of giving such notice, Sublessee shall provide Sublessor with a copy of the proposed assignment or sublease documentdate that same is due, and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor failure shall then have continue for a period of twenty Ten (2010) days following receipt after written notice from Landlord. (b) If Tenant shall fail to comply with any term, condition, or covenant of this Lease, other than the payment of rent, and shall not cure such failure within Thirty (30) days after written notice thereof to Tenant; or if such failure cannot reasonably be cured within the said Thirty (30) days and Tenant shall not have commenced to cure such failure within Thirty (30) days after written notice thereof to Tenant; or if such failure cannot reasonably be cured within the said Thirty (30) days and Tenant shall not with reasonable diligence and good faith proceed in the curing of such failure. (c) If Tenant shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors, or if any petition under any section or chapter of the National Bankruptcy Act shall be filed to subject Tenant's affairs to the same, or if a receiver or trustee shall be appointed for all or substantially all of the assets of Tenant. 2. Upon the occurrence of any of the foregoing events of default, Landlord shall, without any notice of demand whatsoever, have the option to: (a) Terminate this Lease upon written notice to Tenant, in which event this Lease and the term thereby demised shall expire and terminate on the date specified in such information within notice; and all rights of Tenant under this Lease shall on such date expire and terminate. Upon such expiration Tenant shall immediately quit and peacefully surrender the premises and building to Landlord, and, if Tenant fails to do so, Landlord may enter upon and take possession of the leased premises and building and expel or remove Tenant, and any other person who may be occupying said premises, or any part thereof, and Tenant agrees to pay to Landlord, on demand, the amount of all loss and damage which to notify Sublessee in writing of whether Sublessor approves or disapproves Landlord may suffer by reason of such request termination, whether through inability to sublease relet the premises on satisfactory terms or assign its interest otherwise. (b) Enter upon and take possession of the leased premises and expel or remove Tenant and any other person who may be occupying said premises or any part thereof, and relet the premises and receive rent therefor; and Tenant agrees to pay to Landlord, on demand, any deficiency that may arise by reason of such reletting. No (c) Enter upon the leased premises and do whatever Tenant is obligated to do under the terms of this Lease, and Tenant agrees to reimburse Landlord, on demand, for expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under this Lease. 3. Landlord may pursue any of the Sublease. Sublessor and Sublessee agree thatforegoing remedies singly or cumulatively and, in addition, any other remedies provided by law; nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder, nor shall any termination and cancellation include a cancellation of Tenant's obligations hereunder for any deficiency upon reletting subsequent to said termination or cancellation, such obligations being independent covenants surviving said termination or cancellation. In the event of any approved assignment such expiration or sublettingtermination, whether or not the rights of any such assignee leased premises or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublesseebuildings, or any guarantor of Sublessee’s performance hereunder (“Guarantor”)part thereof, from further performance by Sublessee or such Guarantor of covenants undertaken shall have been relet, Tenant shall pay to Landlord the entire rent and all other charges required to be performed paid by Sublessee herein. Sublessee and/or Tenant up to the time of such Guarantor expiration or termination of this Lease, and thereafter Tenant, until the end of what would have been the term of this Lease in the absence of such expiration or termination, shall remain be liable to Landlord, and responsible shall pay to Landlord, as and for all Rent liquidation and agreed current damages for Tenant's default: (a) The amount of fixed rent, percentage rent and other obligations herein imposed upon Sublessee. Sublessee shall pay charges which would be payable under this Lease by Tenant if this Lease were still in effect, less: (b) The net proceeds of any reletting, after deducting all of Sublessor’s costs Landlord's reasonable expenses in connection with any such assignment of sublettingreletting, including, without limitation, attorneys all repossession costs, brokerage commissions, legal expenses, attorneys' fees, alteration costs, and expenses of preparation for such reletting. 4. Consent For purposes of this Article, the amount of the percentage rent that would be payable under this Lease by Sublessor Tenant if this Lease were still in effect shall be computed for the twelve (12) consecutive months which produced the highest percentage rent of the twenty-four (24) month period (or any lesser period if the termination requiring this computation takes place less than twenty-four (24) months after the commencement date) next preceding the month in which the occurrence requiring such computation takes place. Tenant shall pay such current damages (hereinafter called "deficiency") to a particular assignmentLandlord monthly on the days on which rent would have been payable under this Lease if the term of this Lease were still in effect, subleaseand Landlord shall be entitled to recover from Tenant each monthly deficiency as the same shall arise. 5. At any time after such expiration or termination whether or not Landlord shall have collected any deficiencies as aforesaid, or other transaction Landlord, at its option, shall not be deemed a consent entitled to any other or subsequent transactionrecover from Tenant, and Tenant shall pay to Landlord, on demand, as and for liquidated and agreed final damages for Tenant's default, an amount equal to the difference between the rent reserved hereunder (including percentage rent determined as herein provided) for the unexpired portion of the term demised (as of the date of such demand) and the then fair and reasonable rental value of the leased premises and building 6. If any Rent payable Tenant shall default in its covenant to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds pay the Rent reserved rental as provided for herein, then Sublessee Landlord shall have a lien for such sums upon the personal property of Tenant located upon the leased premises and may enter the same and take possession of said personal property and sell it at public or private sale, and apply the proceeds thereof, after deducting the expenses of said sale, upon the monies due to Landlord prompting the same. Any public or private sale shall be bound and obligated to pay Sublessor fifty percent (50%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional Rentheld in a commercially reasonable manner.

Sublease and Assignment. Sublessee Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, in whole or in part, by operation of law or otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, the transfer of a majority interest of stock, partnership or other forms of ownership interests of Tenant (a “Change of Control”) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any firm, person, partnership or corporation or any combination thereof, other than Tenant without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written Landlord which consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheld, conditioned or delayed. If Sublessee should desire to assign this Sublease In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. No assignee or sublessee of the Sublet Premises or any portion thereof may assign or sublet the Premises or any portion thereof, Sublessee . Consent by Landlord to one or more assignments or sublettings shall give Sublessor written notice not operate as a waiver of such desire Landlord’s rights as to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor any subsequent assignments and/or sublettings All reasonable legal fees and expenses incurred by Landlord in connection with a copy of the proposed any assignment or sublease document, proposed by Tenant will be the responsibility of Tenant and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of will be paid by Tenant within twenty (20) days following of receipt of such notice an invoice from Landlord. In addition, Tenant will pay to Landlord an administrative overhead fee of $500 plus reasonable attorneys cost not to exceed $1,500.00, in consideration for Landlord’s review of any requested assignment or sublease. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent and such information within which to notify Sublessee without constituting an assignment or sublease hereunder, (i) engage in writing a Change of whether Sublessor approves Control or disapproves of such request to sublease (ii) sublet the Premises or assign its interest in the Sublease. Sublessor and Sublessee agree this Lease to (a) an entity controlling, controlled by or under common control with Tenant, (b) an entity related to Tenant by merger, consolidation or reorganization, or (c) a purchaser of a substantial portion of Tenant’s assets; provided, however, that, in the event as a result of any approved assignment or sublettingof the foregoing transactions (including a Change of Control), the rights of Tenant under this Lease (including any assignee resulting from any such assignee or sublessee transaction) must then have sufficient credit to perform all remaining obligations of Sublessee herein shall be subject to all of the terms, conditions, and provisions of Tenant under this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional Rent.

Sublease and Assignment. Sublessee Subject to the Incorporation Provisions, Article 15, as amended by Section l(i) of the Master Amendment, is hereby incorporated by reference and shall govern any such assignment or subletting, except as set forth in this Section 9.16. Subtenant shall not have the right to sublease voluntarily or assign this Sublease or any part thereof, or suffer or permit the Sublet Premises or any part thereof to be occupied by othersinvoluntarily, by operation of law or otherwise, assign, sublet, mortgage or otherwise encumber all or any portion of its interest in this Sublease or in the Premises without obtaining the prior written consent of Sublessor Sublandlord and Master Landlord with respect thereto. So long as Master Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written ’s consent shall be voidis obtained, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor Sublandlord shall not be unreasonably withheldwithhold, conditioned condition, or delayed. If Sublessee should desire delay its consent to assign this Sublease or sublease the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy of the proposed assignment or sublease documentsublease; provided, and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee however, that Sublandlord or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transfereeMaster Landlord, as the case might may be, may require as Additional Renta condition of granting any such consent that (i) the proposed transferee demonstrate that its financial resources and tangible net worth are at least equal to Subtenant’s financial resources and tangible net worth as of the Effective Date, (ii) the nature of the transferee’s proposed use of the Premises and the transferee’s reputation shall be reasonably satisfactory to Sublandlord and (ii) Subtenant reaffirms, in form satisfactory to Sublandlord, its continuing liability under this Sublease. Notwithstanding the foregoing, Sublandlord confirms that Subtenant is entitled to complete a Permitted Transfer (as defined in Section 15.1 of the Original Master Lease) without Sublandlord’s consent, but with prior or concurrent notice by Subtenant to Sublandlord (a “Subtenant Permitted Transfer”). It is acknowledged, however, that, unless and to the extent agreed otherwise in the Consent or other separate agreement between Subtenant and Master Landlord, Subtenant shall be required to obtain Master Landlord’s consent to any Subtenant Permitted Transfer. Any assignment, subletting, mortgage or other encumbrance attempted by Subtenant to which Sublandlord and/or Master Landlord has not consented in writing pursuant to the provisions hereof (unless such consent is not required) shall be null and void and of no effect. Sublandlord hereby agrees to reimburse Master Landlord at its own expense for any fees due to Master Landlord under the Master Lease in connection with the subletting of the Premises to Subtenant.

Sublease and Assignment. Sublessee The Tenant shall not have assign the right to sublease Lease or assign this Sublease or any part thereof, or suffer or permit sublet the Sublet Premises or any part thereof to be occupied by others, by operation for the remainder of law or otherwise without the Term except with the prior written approval of the Landlord, which consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheld, conditioned or delayed. If Sublessee should desire Without limitation, Landlord's consent shall be deemed reasonably withheld unless Tenant is able to assign this Sublease or sublease demonstrate to the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice reasonable satisfaction of such desire to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy Landlord that: (1) The financial strength of the proposed assignment or sublease documentsubtenant/assignee is reasonably acceptable to the Landlord, and such information as Sublessor and Landlord may reasonably request concerning in any event is sufficient to provide reasonable assurance of its ability to comply with the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability provisions of this Lease; (2) The business reputation of the proposed subtenant/assignee is in accordance with generally acceptable commercial standards; (3) The use of the Premises by the proposed subtenant/assignee is in accordance with the requirements of this Lease; and (4) The use of the Premises by the proposed subtenant/assignee will not be competitive, directly or sublesseeindirectly, with that of any other tenant of the Building, including without limitation ▇▇▇▇▇▇▇▇▇ Management Corporation and its affiliates, and the proposed use of the premises (if different than Tenant's use) will not violate any other agreements affecting the Building, the Landlord or other tenants. Sublessor For the purposes hereof, any transfer of the stock of Tenant or any merger or consolidation of Tenant with another entity shall then have a period be deemed an assignment hereunder; provided transfers of twenty (20) days following receipt stock among existing shareholders or between existing shareholders and their family members and transfers of such notice stock or merger or consolidation with any parent or subsidiary shall not require the consent of Landlord; and such information within which provided transfers of stock to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest third parties totaling less than 50% in the Subleaseaggregate which do not result in a change in control of the Tenant shall not require the consent of Landlord. Sublessor and Sublessee agree that, in the event of Notwithstanding any approved such assignment or subletting, it is understood and agreed that the rights original Tenant named herein shall always remain primarily and unconditionally liable to Landlord for the observance and performance of the obligations and agreements of Tenant in this Lease contained. It shall be a condition precedent to the granting of any consent by Landlord hereunder that any such assignee or sublessee of Sublessee herein subtenant shall be subject enter into an agreement with Landlord, in form satisfactory to counsel to Landlord, pursuant to which such assignee or subtenant agrees directly with Landlord to assume and perform all of the terms, conditions, obligations and provisions agreements of Tenant contained in this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee Tenant agrees to pay Landlord's reasonable out-of-pocket costs and apply expenses in connection with the amount so collected to the Rent herein reserved. No such consent to or recognition consideration of any such proposed assignment or subletting subletting, including reasonable attorney's fees. Tenant shall constitute a release pay to Landlord monthly one-half of Sublessee, or any guarantor the excess of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent the rents and other obligations herein imposed upon Sublessee. Sublessee shall pay all charges received by Tenant pursuant to the assignment or sublease (after deduction of Sublessor’s the reasonable out-of-pocket costs and expenses incurred by Tenant in connection with any such assignment of sublettingor sublease, including, including without limitation, attorneys fees. Consent by Sublessor brokerage commissions, reasonable attorney's fees and alterations to a particular assignment, sublease, the Premises) over the rents and other charges reserved to Landlord under this Lease attributable to the space assigned or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional Rentsublet.

Sublease and Assignment. Sublessee Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer allow it to be assigned, in whole or permit in part, by operation of Law or otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, the Sublet transfer of a majority interest of stock, partnership or other forms of ownership interests, merger or dissolution) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Renaissance Tower/ Priority Fulfillment Services, Inc. Premises to be occupied by othersany firm, by operation of law person, partnership or otherwise corporation or any combination thereof, other than Tenant, without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written Landlord (which consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheld, conditioned or delayeddelayed in accordance with Section 11.2 below). If Sublessee should desire Notwithstanding the foregoing, if any permitted assignee of Tenant is a public corporation, the transfer of a majority interest of the stock of such assignee shall not be deemed to assign be an assignment of this Sublease or sublease the Sublet Premises Lease and shall not require Landlord’s consent or any portion thereofnotification to Landlord. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Sublessee Tenant shall give Sublessor written notice remain fully liable for the performance of such desire all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to make such assignment or effect such subleasebe performed, including without limitation, Tenant’s obligation to pay Basic Rent and Additional Rent during the entire Term. At the time of giving such notice, Sublessee Tenant shall provide Sublessor with deliver to Landlord a copy of the proposed each assignment or sublease documententered into by Tenant promptly after the execution thereof, and such information whether or not Landlord’s consent is required in connection therewith. Consent by Landlord to one or more assignments or sublettings shall not operate as Sublessor and Landlord may reasonably request concerning the proposed assignee or sublessee a waiver of Landlord’s rights as to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublesseeany subsequent assignments and/or sublettings. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved Any assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein made by Tenant shall be subject in recordable form and shall contain a covenant of assumption of obligations accruing thereafter by the assignee running to all of the termsLandlord. All actual, conditionsreasonable, out-of-pocket legal fees and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance expenses incurred by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs Landlord in connection with any assignment or sublease proposed by Tenant will be the responsibility of Tenant and will be paid by Tenant within thirty (30) days of receipt of an invoice from Landlord; provided, however, that in no event shall Tenant be required to pay any such legal fees in connection with a single assignment or sublease transaction which are in excess of subletting$1,500. In addition, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, in consideration for Landlord’s review of any requested assignment or sublease, or other transaction shall not be deemed a consent Tenant will pay to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds Landlord an administrative overhead fee of $1,000.00 at the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) time of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional Rentrequest.

Sublease and Assignment. Sublessee Subtenant shall not have the right to sublease or assign this Sublease or any part thereof, or suffer or permit the Sublet Premises or any part thereof to be occupied by othersnot, by operation of law or otherwise, assign, sell, mortgage, pledge, hypothecate, encumber or in any manner Transfer (as defined in Section 10 of the Master Lease) this Sublease or any interest therein, or sublet the Subleased Premises or any part or parts 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 both Sublandlord and LandlordOverlandlord. Any attempt by Sublessee to sublease In connection with any proposed assignment or assign its interests under subletting of the Sublease in contravention of this Sublease without such prior written consent shall be voidSubleased Premises, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheld, conditioned or delayed. If Sublessee should desire to assign this Sublease or sublease the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice of such desire by Subtenant, at least thirty (30) days prior to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy effective date of the proposed assignment and subletting, Subtenant shall provide Overlandlord and Sublandlord with written notice of Subtenant’s intent to assign or sublease documentsublet, which notice shall be accompanied by all information required by, and such information otherwise comply with, the requirements set forth in Section 10 of the Master Lease. Sublandlord shall have the right to withhold its consent to Transfer for any reason or no reason. For the avoidance of doubt, Subtenant acknowledges that Overlandlord’s consent shall be deemed to be reasonably withheld for any reason, including, without limitation those set forth in Section 10 of the Master Lease and that Overlandlord has a recapture right as Sublessor described in the Master Lease. Whether or not Overlandlord or Sublandlord consents to a proposed assignment or sublease, Subtenant shall be responsible for paying Overlandlord’s processing and Landlord may reasonably request concerning investigation costs and attorneys’ fees incurred in connection with the proposed consent. Neither the consent of Sublandlord or Overlandlord 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 Subtenant of the requirement of obtaining the consent of Sublandlord and Overlandlord to any further assignment or subletting or to the making of any assignment, subletting, concession or license for all or any part of the Subleased Premises. Any assignee or sublessee subtenant approved by Overlandlord and Sublandlord shall execute an agreement reasonably acceptable to assist Sublessor Overlandlord and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within Sublandlord pursuant to which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall subtenant agrees to be subject to all of bound by the terms, conditions, and provisions terms of this Sublease and the LeaseSublease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of Notwithstanding any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys feesany assignment or subletting permitted or consented to, the original Subtenant named herein and any other person(s) who at any time was or were Subtenant shall remain fully liable on this Sublease, and if this Sublease shall be amended or modified, the original Subtenant named herein and any other person(s) who at any time was or were Subtenant shall remain fully liable on this Sublease as so amended or modified. Consent Any violation of any provision of this Sublease by Sublessor to a particular assignmentany assignee, sublease, subtenant or other transaction occupant shall not be deemed a consent to violation by the original Subtenant named herein, the then Subtenant and any other person(s) who at any time was or subsequent transactionwere Subtenant, it being the intention and meaning that the original Subtenant named herein, the then Subtenant and any other person(s) who at any time was or were Subtenant shall all be liable to Sublandlord for any and all acts and omissions of any and all assignees, subtenants and other occupants of the Subleased Premises. If this Sublease shall be assigned or if the Subleased Premises or any Rent payable to Sublessee part thereof shall be sublet or occupied by any sublesseeperson or persons other than the original Subtenant named herein, Sublandlord may collect rent from any such assignee and/or any subtenants or occupants, and apply the net amounts collected to the Monthly Fixed Rent and Additional Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this Section, or the acceptance of the assignee, licenseesubtenant or occupant as Subtenant, or other transferee exceeds a release of any person from the Rent reserved hereinfurther performance by such person of the obligations of Subtenant under this Sublease. Any Transfer made, then Sublessee or purported to have been made, in violation of this Section 15 or Section 20 of the Master Lease, shall be bound null and obligated to pay Sublessor fifty percent (50%) void and of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, no force or other transferee, as the case might be, as Additional Renteffect.

Sublease and Assignment. Sublessee shall not have the right to sublease or assign this Sublease or any part thereof(a) LESSEE SHALL NOT, or suffer or permit the Sublet Premises or any part thereof to be occupied by othersWITHOUT THE PRIOR WRITTEN CONSENT AND SECURED PARTY, by operation of law or otherwise without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written consent shall be void(i) SUBLEASE, of ASSIGN, PLEDGE, HYPOTHECATE OR IN ANY OTHER WAY TRANSFER THIS LEASE, THE EQUIPMENT OR ANY PART THEREOF, OR ANY INTEREST THEREIN, OR (ii) PERMIT THE EQUIPMENT OR ANY PART THEREOF TO BE USED BY ANYONE OTHER THAN LESSEE OR LESSEES EMPLOYEES; except only that so long as no effect, and constitute an Event of Default hereunder. Any required hereunder has (1) the sublease shall not contain any provisions which would or the performance of which would, with notice or lapse of time or both or neither, result in any Event of Default under this Master Lease Agreement; (2) the sublease shall contain a provision expressly subordinating the sublease to Lessor's rights under this Master Lease Agreement, a provision by which the sublessee agrees, jointly and severally with Lessee, to be bound by and perform Lessee's obligations under this Master Lease Agreement, and a provision prohibiting any transfer, and any further subleasing except on conditions identical to the provisions of this Section 11; (3), such sublease shall be assigned to Lessor as security for the assignment (including a consent of Sublessor the sublessee) in form and substance satisfactory to Lessor; (4) such subleasing shall not in any way adversely affect any federal, state or other tax benefits of the Lessor or Secured Party; (5) all such Uniform Commercial Code financing statements and other instruments necessary or appropriate to perfect or record Lessor's or Secured Party's interest in the sublease, the payments due thereunder and the Equipment shall have been duly executed and filed or recorded; (6) the identity of the sublessee and form of sublease shall have been approved by Lessor and Secured Party, which approval shall not be unreasonably withheld, conditioned or delayed. If Sublessee should desire to assign this Sublease or sublease the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy of the proposed assignment or sublease document, and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition permitted sublease shall relieve Lessee of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee hereinits obligations hereunder. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular Any assignment, sublease, pledge hypothecation or other transaction transfer for which consent is required hereby and which is made without such consent shall be void. The consent of Lessor or Secured Party to any of the foregoing applies only to the specific instance in which given, and shall not be deemed a consent to any subsequent like act by Lessee or any other person. Subject to the foregoing, this Master Lease Agreement inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto. Lessee's interest herein shall not be assigned by operation of law. Notwithstanding the foregoing, Lessee shall be entitled to assign or subsequent transaction. If any Rent payable to Sublessee by any sublesseetransfer this Master Lease Agreement, assigneethe Equipment, licenseeand its interests in this Master Lease Agreement and the Equipment in connection with a sale of all or substantially all of its assets to, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) a consolidation of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licenseeLessee with, or other transfereea merger of Lessee into, any corporation, so long as such corporation assumes the case might beobligations of Lessee under this Master Lease Agreement and immediately following such sale, as Additional Rentconsolidation, or merger, is, in the opinion of Lessor, no less credit-worthy than Lessee immediately prior to such sale, consolidation or merger. Lessor and any direct or remote assignee of any right, title and interest of Lessor hereunder shall have the right at any time or from time to time to assign to any third party all or any part of its right, title and interest in and to this Master Lease Agreement or the Equipment. Lessee acknowledges that any assignment or transfer by Lessor permitted under this lease shall not materially change Lessee's duties or obligations under this Master Lease Agreement or materially increase the burdens or risks imposed upon Lessee. (b) Lessor may obtain financing through financial institutions and secure such financial institutions ("Secured Party") by granting a security interest in or lien on all or any part of Lessor's interest in the Equipment, the applicable Schedule, any collateral therefor, and

Sublease and Assignment. Sublessee From and after January 1, 2010, the first two (2) paragraphs of Section 11 of the Lease shall be deleted in their entirety and replaced with the following: “Lessee may not have assign or otherwise transfer this Lease, or sublet (including permitting occupancy or use by another party) the right to sublease or assign this Sublease Demised Premises, or any part thereof, without giving Lessor ten (10) business days’ prior written notice of Lessee’s intention to assign this Lease or suffer or permit the Sublet Premises sublet all or any part thereof to be occupied by others, by operation of law or otherwise without the prior written consent of Sublessor and LandlordDemised Premises. Any attempt by Sublessee In the event Lessee seeks permission to sublease all or a part of the Demised Premises, the notice shall identify the proposed sublease term, including the proposed effective date thereof. In the event Lessee seeks permission to sublease a part of the Demised Premises, the notice shall also identify the area of the Demised Premises Lessee seeks to sublease. Within ten (10) business days after receipt of said notice of intent to assign its interests under or sublease, Lessor shall have the Sublease in contravention option: (1) if the proposed transaction is an assignment of this Sublease without such prior written Lease that requires Lessor’s consent shall be voidhereunder (Lessor acknowledging that an assignment to a subsidiary, of no effectaffiliate or successor does not require Lessor’s consent), and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheldto terminate this Lease with respect to the entire Demised Premises, conditioned or delayed. If Sublessee should desire to assign this Sublease or sublease the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy of (2) if the proposed assignment or transaction is a sublease document, and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such that requires Lessor’s consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor Lessor acknowledging that a sublease to a particular assignmentsubsidiary, sublease, affiliate or other transaction shall successor does not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty require Lessor’s consent) (a) of more than sixty percent (5060%) of the rentable square footage of the Demised Premises measured as of the date hereof (inclusive of any then subleased space at the Demised Premises and any proposed sublease space), or (b) for a term exceeding ninety-five percent (95%) of the then remaining Lease Term (without regard to any then unexercised extension options under this Lease, but considering all such excess Rent extension options granted under the proposed sublease), to terminate this Lease with respect to the portion of the Demised Premises that Lessee proposes to sublease (the “Partial Space”). Such right to terminate may be exercised by notice from Lessor to Lessee within ten (10) business days following receipt thereof by Sublessee from such sublesseeafter delivery of Lessee’s notice. If Lessor elects to terminate all or a portion of this Lease, assignee, licensee, (a) this Lease shall end and expire with respect to all or other transfereea portion of the Premises, as the case might may be, on the date that such assignment or sublease was to commence, (b) all rent shall be apportioned, paid or refunded as Additional Rentof such date, except that Lessee shall be responsible for any amounts billed thereafter pursuant to an annual true-up statement from Lessor, (c) Lessee, upon Lessor’s request, shall enter into an amendment of this Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (d) Lessor shall be free to lease the Demised Premises (or any applicable part thereof terminated) to Lessee’s prospective assignee or subtenant.

Sublease and Assignment. Sublessee Neither Tenant, nor Tenant's legal representatives or successors shall not have the right to sublease mortgage, encumber, assign or assign transfer this Sublease lease or any part thereofsublease, or suffer use or occupy or permit the Sublet Premises demised premises or any part thereof to be used or occupied by others, by operation of law or otherwise without the prior written consent of Sublessor Landlord in each instance, which consent shall not be unreasonably withheld or delayed in accordance with the express terms and Landlordconditions of this Article. Any attempt such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by Sublessee any party other than Tenant, without Landlord's consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver of the conditions of this Article or the acceptance of the occupant as Assignee or Subtenant or a release of Tenant from the further performance by Tenant of the obligations on the part of Tenant under this lease. No sublease or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assignment; the proposed commencement and termination date of such proposed sublease or assignment: and whether all or portion of the leased premises is proposed to be subleased under such proposed sublease. Tenant may sublease or assign its interests under all or a portion of the Sublease in contravention demised premises only upon the obtaining of this Sublease without such Landlord's written consent and subject to the following express conditions: A. That Tenant does not sublease or assign to more than a reasonable number of transferees which number shall be subject to Landlord's approval; B. That each transferee shall be subject to the prior written consent shall be void, approval of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor Landlord which approval shall not be unreasonably withheld, conditioned or delayed. If Sublessee should desire , but without limiting the generality of the foregoing, it shall be reasonable for Landlord to assign this Sublease deny such approval if: (1) The use to be made of the demised premises by the proposed transferee is (a) not generally consistent with the character and nature of all other tenancies in the Building or sublease with Landlord's leasing policy, or (b) a use which conflicts with any so called "exclusive" then in favor of another tenant of the Sublet Premises Building or of any of Landlord's other Buildings which are in the same complex as the Building, or (c) any use which is the same as that stated in any percentage lease to another tenant of the Building or any of Landlord's other Buildings which are in the same complex as the Building or (d) a use which would be prohibited by any other portion thereofof this lease (including but not limited to any rules and regulations then in effect): or (2) The character, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such noticemoral stability, Sublessee shall provide Sublessor with a copy reputation and financial responsibility of the proposed transferee is not reasonably satisfactory to Landlord or in any event not at least equal to those which were possessed by Tenant as of the date of execution of this lease; C. That in no event shall the term of such sublease or assignment be for a longer period than the unexpired term of this lease; D. That each sublease or sublease documentassignment shall expressly provide that it is subject and subordinate to this lease; E. That Tenant shall pay to Landlord, and such information Landlord's then standard processing fee, which as Sublessor and Landlord may reasonably request concerning of the date of execution of this Lease is currently the sum of $1,000,000; F. That the proposed assignee or sublessee transferee shall execute an agreement on Landlord's then standard form pursuant to assist Sublessor which it shall agree to perform faithfully and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to bound by all of the terms, covenants, conditions, provisions and provisions agreements of this Sublease and lease for the Lease. Sublessor may collect Rent directly from such assignee period covered by the sublease or sublessee and apply the amount so collected assignment to the Rent herein reserved. No such consent extent of the space subleased; G. That an executed duplicate original of each sublease or assignment and assumption agreement in a form acceptable to or recognition of any such assignment or subletting shall constitute a release of SublesseeLandlord, or any guarantor of Sublessee’s performance hereunder (“Guarantor”)together with all sums due, from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated delivered to pay Sublessor fifty percent (50%) of all such excess Rent Landlord within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional Rent.five

Sublease and Assignment. Sublessee shall not have the right to sublease or assign this Sublease or any part thereof, or suffer or permit the Sublet Premises or any part thereof to be occupied by others, by operation of law or otherwise otherwise, without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required The consent of Sublessor shall not be unreasonably withheld, conditioned or delayeddelayed and Sublessor shall cooperate with Sublessee in pursuing Landlord’s consent. If Sublessee should desire to assign this Sublease or sublease the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy of the proposed assignment or sublease document, and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty thirty (2030) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), Sublessee from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Further, Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s reasonable costs in connection with any such assignment of or subletting, including, without limitation, reasonable attorneys fees, but in no event will such costs exceed $1,000.00 per assignment or sublet. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty one hundred percent (50100%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional Rent.

Sublease and Assignment. Sublessee (A) Tenant shall not have the right to sublease or assign this Sublease or any part thereof, or suffer or permit the Sublet Leased Premises or any part thereof or to assign any or all of its rights hereunder without Landlord's prior written consent. If Tenant desires to enter into a sublease or assignment, then Tenant will immediately deliver to Landlord a request for consent to such sublease or assignment, accompanied by the name and address of the proposed subleasee or assignee, the terms of the proposed sublease or assignment, and a financial statement of the proposed subleasee or assignee. Without limiting the circumstances under which Landlord may withhold its consent to a proposed sublease or assignment, Landlord shall have the right to withhold its consent if (i) a default or any event or circumstance that, with notice or time to cure, will result in a default shall have occurred and be continuing, (ii) the proposed subleasee or assignee does not have net worth that is the same as or equal to the net worth of Tenant as of the execution date of this Lease, or (iii) the proposed sublease or assignment does not require the subleasee or assignee to use the Leased Premises for the same purposes as are required in this Lease or is otherwise not on the same terms and conditions as this Lease. If Landlord consents to any such sublease or assignment, then (i) if the rent and other consideration to be occupied paid by others, by operation of law the subleasee or otherwise without assignee for the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests assignment is more than the rent payable hereunder, then Tenant shall pay Landlord one-half of all rent or other consideration payable by the subleasee or assignee that is in excess of the rent payable hereunder promptly upon receiving such excess amounts from the subleasee or assignee, (ii) the subleasee or assignee shall execute an agreement in form and substance satisfactory to Landlord (such agreement may be part of the sublease or assignment) in which such subleasee or assignee agrees that it will be jointly and severally bound to Landlord for the full performance of all of Tenant's obligations under this Lease and that upon notice from Landlord, the Sublease in contravention subleasee or assignee will pay the rent due under such sublease or assignment directly to Landlord, (iii) Tenant shall deliver to Landlord the a fully executed original of the aforesaid agreement and a fully executed original of the sublease or assignment, if different from the aforesaid agreement, prior to the commencement of the sublease or assignment. For purposes of the indemnity and other provisions of this Sublease without Lease, a subleasee or assignee will be considered to be an "invitee" of Tenant. (B) Without limiting the generality of the prohibition on sublease and assignment set out above, a sublease or assignment will have occurred if at any time during the term, (i) in the case of a tenant that is a corporation, the person or persons that own a majority of the shares of any class of stock of the tenant at the time of the execution of this Lease and their heirs or legatees cease to own a majority of such prior written consent shares; or (ii) in the case of a tenant that is a partnership or other entity (other than a natural person), the person or persons that own a majority of the total interest in the profits, income, capital, or principal of the entity at the time of the execution of this Lease and their heirs or legatees cease to own a majority interest; or (iii) in the case of a tenant that is not a natural person, the person or persons having management of the tenant at the time of the execution of this Lease cease to have management authority. (C) Any sublease or assignment to which Landlord has not consented or that is otherwise not in accordance with the provisions of this Lease shall be void, and will, at Landlord's option, constitute a default hereunder. Notwithstanding any sublease or assignment, Landlord's consent thereto, or Landlord's acceptance of no effectrent from any subleasee or assignee, neither the undersigned Tenant nor any guarantor shall be released from any of its obligations under this Lease or any guaranty, but the undersigned Tenant shall remain primarily liable for the performance of all duties and obligations hereunder, past, present, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheldfuture, conditioned or delayed. If Sublessee should desire to assign this Sublease or sublease the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy of the proposed assignment or sublease document, each guarantor will remain jointly and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign severally bound under its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional Rentguaranty.

Sublease and Assignment. Sublessee Except as set forth in Rider 6 attached hereto, Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, in whole or in part, by operation of law or otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, the transfer of a majority interest of stock, partnership or other forms of ownership interests, merger or dissolution) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee , which consent to a sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor assignment (other than a collateral assignment) shall not be unreasonably withheld, conditioned or delayeddelayed so long as Landlord does not elect to terminate this Lease as provided in Section 11.201(b) below. If Sublessee should desire to assign this Sublease In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. Without limiting Landlord’s consent rights and as a condition to obtaining Landlord’s consent, (i) each assignee must assume all obligations under this Lease and (ii) each sublessee must confirm that its sublease is subject and subordinate to this Lease. In addition, each assignee and sublessee shall agree to cause the Sublet Premises to comply at all times with all requirements of the Disability Acts (as amended), including, but not limited to, obligations arising out of or associated with such assignee’s or subtenant’s use of or activities or business operations conducted within the Premises. No assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof, Sublessee . Consent by Landlord to one or more assignments or sublettings shall give Sublessor written notice not operate as a waiver of such desire Landlord’s rights as to make such assignment or effect such subleaseany subsequent assignments and/or sublettings. At the time of giving such notice, Sublessee Tenant shall provide Sublessor with deliver to Landlord a copy of the proposed each assignment or sublease documententered into by Tenant promptly after the execution thereof, and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee whether or sublessee to assist Sublessor and Landlord not Landlord’s consent is required in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublesseeconnection therewith. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved Any assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein made by Tenant shall be subject in recordable form and shall contain a covenant of assumption by the assignee running to all of the terms, conditions, Landlord. All reasonable legal fees and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance expenses incurred by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs Landlord in connection with any such assignment or sublease proposed by Tenant will be the responsibility of subletting, including, without limitation, attorneys fees. Consent Tenant and will be paid by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent Tenant within five (50%) of all such excess Rent within ten (105) days following of receipt thereof by Sublessee of an invoice from such sublesseeLandlord. In addition, assignee, licensee, Tenant will pay to Landlord an administrative overhead fee of $500.00 in consideration for Landlord’s review of any requested assignment or other transferee, as the case might be, as Additional Rentsublease.

Sublease and Assignment. Sublessee Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, in whole or in part, by operation of law or otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation the transfer of a majority interest of stock, partnership or other forms of ownership interests, merger or dissolution) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written which consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheld, conditioned withheld or delayed. If Sublessee should desire Tenant agrees that Landlord's failure to assign consent shall not be deemed reasonable if, in Landlord's opinion, among other things: (i) Tenant is in default under this Sublease Lease; (ii) the proposed sublease or assignment would tend to result in the violation of any applicable law, ordinance or regulation; (iii) the nature of the business of any assignee, sublessee or transferee (a) is inconsistent with any other tenant leases now or hereafter entered into by Landlord containing provisions against Landlord leasing space in the Building for certain uses, or (b) may have an adverse impact upon the manner in which the Building is operated or with the reputation of the Building; (iv) the character of the assignee, sublessee or transferee may have any adverse impact upon the reputation of the Building; (v) the sublessee, assignee or transferee is not sufficiently financially responsible to perform its obligations under the proposed sublease or assignment; (vi) the assignee, sublessee or transferee (a) is a tenant or occupant in the Building, (b) is a governmental entity; or (c) is any entity with whom Landlord is currently negotiating for space in the Building, even though in any of the foregoing circumstances (1) through (vi) the potential assignee, sublessee or transferee may have a good credit rating. In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. No assignee or sublessee of the Sublet Premises or any portion thereof may assign or sublet the Premises or any portion thereof, Sublessee . Consent by Landlord to one or more assignments or sublettings shall give Sublessor written notice not operate as a waiver of such desire Landlord's rights as to make such assignment or effect such subleaseany subsequent assignments and/or sublettings. At the time of giving such notice, Sublessee shall provide Sublessor All reasonable legal fees and expenses incurred by Landlord in connection with a copy of the proposed any assignment or sublease document, proposed by Tenant will be the responsibility of Tenant and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of will be paid by Tenant within twenty (20) days following of receipt of such notice and such information within which an invoice from Landlord. In addition, Tenant will pay to notify Sublessee Landlord an administrative overhead fee of not more than $500.00 in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event consideration for Landlord's review of any approved requested assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional Rent.

Sublease and Assignment. Sublessee Subject to the Incorporation Provisions, Article 15, as amended by Section 1(i) of the Master Amendment, is hereby incorporated by reference and shall govern any such assignment or subletting, except as set forth in this Section 9.16. Subtenant shall not have the right to sublease voluntarily or assign this Sublease or any part thereof, or suffer or permit the Sublet Premises or any part thereof to be occupied by othersinvoluntarily, by operation of law or otherwise, assign, sublet, mortgage or otherwise encumber all or any portion of its interest in this Sublease or in the Premises without obtaining the prior written consent of Sublessor Sublandlord and Master Landlord with respect thereto. So long as Master Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written ’s consent shall be voidis obtained, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor Sublandlord shall not be unreasonably withheldwithhold, conditioned condition, or delayed. If Sublessee should desire delay its consent to assign this Sublease or sublease the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy of the proposed assignment or sublease documentsublease; provided, and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee however, that Sublandlord or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transfereeMaster Landlord, as the case might may be, may require as Additional Renta condition of granting any such consent that (i) the proposed transferee demonstrate that its financial resources and tangible net worth are at least equal to Subtenant’s financial resources and tangible net worth as of the Effective Date, (ii) the nature of the transferee’s proposed use of the Premises and the transferee’s reputation shall be reasonably satisfactory to Sublandlord and (ii) Subtenant reaffirms, in form satisfactory to Sublandlord, its continuing liability under this Sublease. Notwithstanding the foregoing, Sublandlord confirms that Subtenant is entitled to complete a Permitted Transfer (as defined in Section 15.1 of the Original Master Lease) without Sublandlord’s consent, but with prior or concurrent notice by Subtenant to Sublandlord (a “Subtenant Permitted Transfer”). It is acknowledged, however, that, unless and to the extent agreed otherwise in the Consent or other separate agreement between Subtenant and Master Landlord, Subtenant shall be required to obtain Master Landlord’s consent to any Subtenant Permitted Transfer. Any assignment, subletting, mortgage or other encumbrance attempted by Subtenant to which Sublandlord and/or Master Landlord has not consented in writing pursuant to the provisions hereof (unless such consent is not required) shall be null and void and of no effect. Sublandlord hereby agrees to reimburse Master Landlord at its own expense for any fees due to Master Landlord under the Master Lease in connection with the subletting of the Premises to Subtenant.

Sublease and Assignment. Sublessee (a) Neither Tenant nor any of its permitted assigns or sublessees shall not assign or sublet this Lease or any portion of the Demised Premises without Landlord’s consent, which may be withheld by Landlord for any reason. For purposes of this paragraph, any transfer by sale, encumbrance or otherwise of a majority of Tenant’s issued and outstanding stock (if Tenant is a corporation), or any lawful levy or sale on execution or other legal process, or any assignment or sale in bankruptcy or insolvency or under any compulsory procedure, shall be deemed an assignment within the meaning of this Lease. (b) Notwithstanding the preceding paragraph, Tenant shall have the right to sublease or assign this Sublease or sublet any part thereofunused portion of the Demised Premises, or suffer or permit the Sublet Premises or any part thereof not to be occupied exceed 3,000 square feet, to a subtenant approved and accepted in writing by othersLandlord, by operation of law or otherwise without the prior written consent of Sublessor whose approval and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor acceptance shall not be unreasonably withheld. Prior to approval and acceptance of any permitted subtenant, conditioned or delayed. If Sublessee should desire the subtenant shall be required to assign acknowledge and agree to abide by the Tenant’s obligations under this Sublease or sublease the Sublet Premises or any portion thereofLease, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor an insurance policy meeting the requirements of paragraph 17 of this Lease, shall use the Demised Premises for the same or similar purpose as Tenant, and shall enter into a written agreement with a copy Tenant for the use of that portion of the proposed assignment or Demised Premises. No sublease documentapproved by Landlord shall relieve Tenant of any of its obligations to Landlord under this Lease. Tenant may engage a broker to assist with finding a subtenant for a portion of the Demised Premises, and such information as Sublessor Tenant may post a sign in a place and Landlord may design reasonably request concerning the proposed assignee or sublessee acceptable to assist Sublessor and Landlord in making an informed judgment regarding the financial conditionLandlord, reputation, operation, and general desirability advertising that a portion of the proposed assignee or sublessee. Sublessor Demised Premises is available for sublease. (c) If Tenant shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree thatrights hereunder, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee Tenant shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor Landlord fifty percent (50%) of all such excess any profit Tenant receives from the sublease. Tenant’s profit shall be measured by subtracting the amount of Rent within ten paid by Tenant hereunder, calculated based upon its rate of rent per square foot, from the amount of rent received by Tenant under any sublease or assignment, calculated upon the rate of rent received per square foot by Tenant; provided, however, that Tenant may deduct any cost of Tenant’s legal fees (10) days following receipt thereof by Sublessee from such sublesseenot exceeding $1,000), assignee, licenseebrokerage fees (not exceeding market rates for any brokerage services, or other transferee, as the case might be, as Additional Rentimprovements made on behalf of any subtenant or assignee.

Sublease and Assignment. Sublessee Tenant shall not have the right to sublease sublease, sublet or assign this Sublease the Demised Premises or the Property or any part thereof, or suffer or permit the Sublet Premises or any part portion thereof to be occupied except by others, by operation of law or otherwise without the prior written permission and consent of Sublessor and Landlord which approval or disapproval shall be in Landlord’s reasonable discretion, references elsewhere contained herein to assignees notwithstanding. Any attempt consent by Sublessee Landlord once shall not constitute a waiver of the requirement for its consent to sublease any future subletting or assign its interests under the Sublease in contravention assignment of this Sublease without such prior written consent shall be void, of no effect, and constitute an Event of Default hereunderLease. Any required consent such subleasing or assignment, even with the approval of Sublessor the Landlord, shall not relieve the Tenant from liability for payment of the rental and any other monies due Landlord herein provided for or from the obligation to keep and be bound by the terms, conditions and covenants of this Lease. The acceptance of rent from any other person shall not be unreasonably withheld, conditioned deemed to be a waiver of any of the provisions of this Lease or delayeda consent to the assignment or subletting of the Demised Premises. If Sublessee should In the event Tenant shall desire to assign this Sublease or sublease sublet the Sublet Demised Premises or any portion thereofthe Property, Sublessee in whole or in part, or assign Tenant’s interest under this Lease, in whole or in part, Tenant shall give Sublessor Landlord not less than thirty (30) days prior written notice. Such notice of such desire to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy set forth all pertinent business terms of the proposed assignment or sublease document, subletting as well as the name and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability address of the proposed assignee or sublessee. Sublessor shall then have a period , information as to financial condition of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply proposed use which assignee or sublessee desires to make of the amount so collected Demised Premises or the Property. Such notice shall bear the signature of the proposed lessee or assignee attesting to the Rent herein reservedits accuracy. No Tenant shall in addition, at Landlord’s request, furnish such consent to or recognition of any other information as Landlord may reasonably request concerning such proposed assignment or subletting subletting. Tenant shall constitute reimburse Landlord for Landlord’s reasonable costs of obtaining mortgagee approval of such request, and Landlord’s reasonable legal fees and costs, and all other reasonable out-of-pocket costs incurred by Landlord, plus a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken reasonable administrative fee to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional RentLandlord.

Sublease and Assignment. Sublessee Subject to the Incorporation Provisions, Article 15, as amended by Section 1(i) of the Master Amendment, is hereby incorporated by reference and shall govern any such assignment or subletting, except as set forth in this Section 9.16. Subtenant shall not have the right to sublease voluntarily or assign this Sublease or any part thereof, or suffer or permit the Sublet Premises or any part thereof to be occupied by othersinvoluntarily, by operation of law or otherwise, assign, sublet, mortgage or otherwise encumber all or any portion of its interest in this Sublease or in the Premises without obtaining the prior written consent of Sublessor Sublandlord and Master Landlord with respect thereto. So long as Master Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written ’s consent shall be voidis obtained, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor Sublandlord shall not be unreasonably withheldwithhold, conditioned condition, or delayed. If Sublessee should desire delay its consent to assign this Sublease or sublease the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy of the proposed assignment or sublease documentsublease; provided, and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee however, that Sublandlord or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transfereeMaster Landlord, as the case might may be, may require as Additional Renta condition of granting any such consent that (i) the proposed transferee demonstrate that its financial resources and tangible net worth are at least equal to Subtenant’s financial resources and tangible net worth as of the Effective Date, (ii) the nature of the transferee’s proposed use of the Premises and the transferee’s reputation shall be reasonably satisfactory to Sublandlord and (iii) Subtenant reaffirms, in form satisfactory to Sublandlord, its continuing liability under the Sublease. Notwithstanding the foregoing, Sublandlord confirms that Subtenant is entitled to complete a Permitted Transfer (as defined in Section 15.1 of the Original Master Lease) without Sublandlord’s consent, but with prior or concurrent notice by Subtenant to Sublandlord (a “Subtenant Permitted Transfer”). It is acknowledged, however, that, unless and to the extent agreed otherwise in the Consent (defined below) or other separate agreement between Subtenant and Master Landlord, Subtenant shall be required to obtain Master Landlord’s consent to any Subtenant Permitted Transfer. Any assignment, subletting, mortgage or other encumbrance attempted by Subtenant to which Sublandlord and/or Master Landlord has not consented in writing pursuant to the provisions hereof (unless such consent is not required) shall be null and void and of no effect.