Common use of Subletting and Assignment Clause in Contracts

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Other than to it’s wholly owned subsidiaries and affiliates, Tenant shall not sublet the Demised Premises or any part thereof, nor transfer possession or occupancy thereof to any person, firm or corporation, nor transfer or assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheldwithheld or delayed, nor shall any subletting or assignment hereof be effected by operation of law or otherwise without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. No If Tenant is a non-public corporation, any transfer of a majority of Tenant’s issued and outstanding capital stock shall be deemed an assignment under this Section. If Tenant is a partnership, any transfer of any interest in the partnership or other change in the composition of the partnership which results in a change in the management of Tenant from the person(s) managing the partnership on the date hereof shall be deemed an assignment under this Section. In the event Tenant desires to assign this Lease or sublet all or any portion of the Demised Premises, Tenant shall give to Landlord thirty (30) days prior written notice of Tenant’s intention to do so. Within thirty (30) days after receipt of said notice, Landlord shall have the right to sublet the Demised Premises from Tenant at the same Minimum Rent and Additional Rent stipulated herein. In the event Landlord has not exercised its right to sublet the Demised Premises as provided above in this paragraph, Tenant may assign this Lease or sublet all or a portion of the Demised Premises as set forth in the notice after first obtaining the written consent of Landlord, as aforesaid, which consent shall not be unreasonably withheld or delayed. If Tenant does not so assign or sublet within sixty (60) days of the original notice to Landlord pursuant to this paragraph, then Tenant shall again be required to comply with the notice provision hereof, and Landlord shall again have the right to sublet. The consent by Landlord to any assignment or sublease subletting by Tenant to another party shall operate to not be construed as a waiver or release of Tenant from the terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee or subtenant constitute a waiver or release of Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises covenant or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined obligation contained in this Lease), in form and content acceptable nor shall any such assignment or subletting relieve Tenant from the requirement to give Landlord thirty (30) days prior written notice or from obtaining Landlord’s prior written consent to any future assignment or subletting. Tenant shall pay as Additional Rent all costs including reasonable attorney’s fees, incurred by Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises approving and documenting any subletting/or assignment. In the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer event of a controlling interest in default of Tenant under Section 26, Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant, and every transfer under any compulsory procedure or order hereby authorizes each such subtenant to pay said rent directly to Landlord. Such assignment shall cease upon the curing of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granteddefault.

Subletting and Assignment. (a) Except as provided in Sections 5.4 and 16.3 and in this Section 16.1, Tenant shall not assign not, without Landlord's prior written consent, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every or permit the use or operation of the Leased Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting; provided, however, that upon a transfer of a controlling the Leased Property by Landlord whereby this Agreement is excluded from the term "Leases" as used in the Membership Interest Pledge Agreement such that the Membership Interest Pledge Agreement no longer secures the performance of Tenant hereunder, Tenant may, without Landlord's consent, sell, transfer, assign or convey its interest in Tenantthis Agreement to a direct or indirect Subsidiary of the Guarantor, which Subsidiary of the Guarantor shall expressly assume the obligations of Tenant under this Agreement, and every the transferor Tenant shall thereupon be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer under any compulsory procedure or order by the transferor Tenant. For purposes of court this Section 16.1, an assignment of this Agreement shall be deemed to constitute an “assignment” within include the meaning of this Lease. Any attempted assignment or sublease in violation following (for purposes of this Section shall16.1, at Landlord’s optiona "Corporate Transfer"): any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Guarantor or any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or a Subsidiary of the Guarantor or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, be void and shall constitute a default under this Lease. Consent by Landlord to as if such change in control or transaction were an assignment or sublease in one instance of this Agreement but shall not operate to release include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. (b) Notwithstanding the requirement that foregoing, Landlord's consent from Landlord shall not be obtained required for any further a Corporate Transfer or subsequent a sale, transfer, assignment or subleaseother conveyance of Tenant's interest in this Agreement if, after giving effect to such Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in connection therewith, acquire all or substantially all of the Residence Inn or TownePlace Suites business of the Guarantor and its direct and indirect Subsidiaries. (c) Notwithstanding the foregoing, Landlord's consent shall not be required for a Corporate Transfer or a sale, transfer, assignment or other conveyance of Tenant's interest in this Agreement that occurs following the third (3rd) anniversary of the Commencement Date so long as (i) the Leased Property will be managed by Guarantor or a wholly-owned Subsidiary of Guarantor pursuant to a Management Agreement, the term of which shall coincide with the term of this Agreement, including extensions; (ii) the party to whom such transfer is made is not, in Landlord's reasonable judgment, known in the community as being of bad moral character and/or is not in control of or controlled by persons who have been convicted of felonies in any state or federal court; and (iii) following such transfer, the new Tenant satisfies the requirements set forth in Section 21.4. Upon a transfer described in this Section 16.1(c), and so long as the transferee is not an Affiliated Person of Tenant or Guarantor, the transferor Tenant and all of its Affiliated Persons shall be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer. Tenant shall pay deliver notice of any such proposed transfer to Landlord at least thirty (30) days prior to any such transfer and shall, within five (5) days following any request by Landlord, provide Landlord such information as may be reasonably necessary or appropriate in order for Landlord to determine if such proposed transfer is consistent with the above provisions. Notwithstanding the foregoing, this Section 16.1(c) shall not apply to any transfer that meets the requirements of Section 16.1(b). (d) If this Agreement is assigned or if the Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant) Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. (e) Except as set forth in Section 16.1(c), no subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all fees obligations hereunder), and expensesno consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option. (f) Following a transfer described in Section 16.1(c) above by the original Tenant under this Agreement, when giving notice to the transferee Tenant (the "New Tenant") with respect to any default under the provisions of this Agreement, Landlord will also deliver a copy of such notice to the original Tenant (the "Transferor"), and the Transferor or the Manager will have the same period of time after the giving of such notice in which to remedy or cure the default as is given to the New Tenant under this Agreement; it being understood and agreed that the Transferor and the Manager will have no duty or obligation to remedy or cure such default. Further, any Subsidiary or Affiliated Person of the Guarantor, including reasonable attorneys’ feeswithout limitation, incurred the Transferor if it is then a Subsidiary or Affiliated Person of the Guarantor (in either case, a "Qualified Transferee"), may become the Tenant under this Agreement, by an assignment from the New Tenant. If prior to such assignment from the New Tenant, Landlord elects to terminate this Agreement by virtue of such default, or to exercise its rights and remedies as a secured party under the Membership Interest Pledge Agreement, Landlord shall deliver to the Transferor and the Manager written notice of Landlord's election to so terminate this Agreement or to exercise its rights and remedies as a secured party under the Membership Interest Pledge Agreement, which notice shall be delivered at least ten (10) Business Days prior to the effective date of such termination or exercise. Within such ten (10)-Business Day period, a Qualified Transferee may elect by written notice to Landlord to immediately enter into a new lease of the Leased Property for a term of thirty (30) days, at the Rent (payable on a prorated basis for said 30-day period in connection with advance upon the full execution and delivery of the new lease), and otherwise upon the covenants, terms and provisions herein contained. Prior to the expiration of the said 30-day term of the new lease, the Qualified Transferee may elect by written notice to Landlord, accompanied by payment to Landlord of all amounts due Landlord under this Agreement, to extend the term of the new lease for the remainder of the Term which would have existed but for such termination, at the Rent and upon the covenants, terms and provisions herein contained. It is expressly understood and agreed that the rights and privileges under this Section 16.1(f) shall not accrue to any proposed subletting or assignmentTenant, irrespective of whether Landlord’s consent is in fact grantedexcept as to a Qualified Transferee which becomes the Tenant under this Agreement.

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall not assign not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublet by operation of law, or permit the use or operation of the Leased Premises Property, or any portion thereof, by anyone other than Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this Agreement or encumber the leasehold interest created by this Lease in any manner (including the creation residents and patients of any security interest in Tenant, or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release thereof, to be offered or advertised for assignment or subletting. For purposes of and waiver this SECTION 16.1, an assignment of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the Leased Property, or any portion, thereof is sublet (or occupied by anybody other than Tenant or any Manager, their respective employees or residents or patients of Tenant), Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this SECTION 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant's interest under this Agreement (including any sublease which is permitted pursuant to the terms of SECTION 16.3 below) shall be subject to such assignee's or transferee's delivery to Landlord of (i) a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute an “Incidental Document hereunder; (ii) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant's obligations under this Agreement and the Incidental Documents, which pledge shall be in form and substance satisfactory to Landlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (iii) a security agreement granting Landlord a security interest in all of such assignee's or transferee's right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable) with respect to any Property which is subject to any such assignment or transfer to secure Tenant's obligations under this Agreement and the Incidental Documents, which security agreement shall be in form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (iv) in the case of a sublease, an assignment which assigns all of such subtenant's right, title and interest in such sublease to Landlord to secure Tenant's obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder. 1. No assignment” within the meaning , subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Lease. Any attempted assignment or sublease in violation of this Section shall, SECTION 16.1 shall be voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.1, Tenant shall not assign not, without Landlord's prior written consent, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every or permit the use or operation of the Leased Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting; provided, however, that Tenant may, without Landlord's consent, sell, transfer, assign or convey its interest in this Agreement to a direct or indirect Subsidiary of the Guarantor, which Subsidiary of the Guarantor shall expressly assume the obligations of Tenant under this Agreement, and the transferor Tenant shall thereupon be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer by the transferor Tenant if either (i) the Membership Interest Pledge Agreement has been terminated by reason of a transfer of the Leased Property by Landlord which terminates the Membership Interest Pledge Agreement or (ii) the owner of all of the direct ownership interests in such Subsidiary of the Guarantor executes and delivers a controlling interest new Pledge Agreement to Landlord, in Tenantform which meets with Landlord's reasonable satisfaction, and every transfer under any compulsory procedure or order that pledges all of court the ownership interests of such Subsidiary to Landlord upon substantive terms identical to the Membership Interest Pledge Agreement. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to constitute an “assignment” within include the meaning of this Lease. Any attempted assignment or sublease in violation following (for purposes of this Section shall16.1, at a "Corporate Transfer"): any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Guarantor or any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or a Subsidiary of the Guarantor or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Agreement but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. (b) Notwithstanding the foregoing, Landlord’s option's consent shall not be required for a Corporate Transfer or a sale, transfer, assignment or other conveyance of Tenant's interest in this Agreement if, after giving effect to such Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be void owned or controlled by a Person who would, in connection therewith, acquire all or substantially all of the assisted living facility business of the Guarantor and its direct and indirect Subsidiaries. (c) Notwithstanding the foregoing, Landlord's consent shall constitute not be required for a default Corporate Transfer or a sale, transfer, assignment or other conveyance of Tenant's interest in this Agreement that occurs following the third (3rd) anniversary of the Commencement Date so long as (i) the Leased Property will be operated by Guarantor or a wholly-owned Subsidiary of Guarantor pursuant to an Operating Agreement, the term of which shall coincide with the term of this Agreement, including extensions; (ii) the party to whom such transfer is made is not, in Landlord's reasonable judgment, known in the community as being of bad moral character and/or is not in control of or controlled by persons who have been convicted of felonies in any state or federal court; (iii) following such transfer, the new Tenant satisfies the requirements set forth in Section 21.4; and (iv) the transferee of this Lease shall assume the obligations of Tenant under this LeaseLease accruing after the effective date of such transfer either by an express written agreement or by operation of law. Consent by Landlord to Upon a transfer described in this Section 16.1(c), and so long as the transferee is not an assignment Affiliated Person of Tenant or sublease in one instance Guarantor, the transferor Tenant and all of its Affiliated Persons shall not operate to release be released from all liabilities and obligations of Tenant accruing hereunder after the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleasedate of such transfer. Tenant shall pay deliver notice of any such proposed transfer to Landlord at least thirty (30) days prior to any such transfer and shall, within five (5) days following any request by Landlord, provide Landlord such information as may be reasonably necessary or appropriate in order for Landlord to determine if such proposed transfer is consistent with the above provisions. Notwithstanding the foregoing, this Section 16.1(c) shall not apply to any transfer that meets the requirements of Section 16.1(b). (d) If this Agreement is assigned or if the Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant) Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. (e) Except as set forth in Section 16.1(c), no subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all fees obligations hereunder), and expensesno consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option. Any assignee of this Lease shall assume the obligations of Tenant under this Lease accruing after the effective date of such assignment either by an express written agreement or by operation of law. (f) Following a transfer described in Section 16.1(c) above by the original Tenant under this Agreement, when giving notice to the transferee Tenant (the "New Tenant") with respect to any default under the provisions of this Agreement, Landlord will also deliver a copy of such notice to the original Tenant (the "Transferor"), and the Transferor or the Operator will have the same period of time after the giving of such notice in which to remedy or cure the default as is given to the New Tenant under this Agreement; it being understood and agreed that the Transferor and the Operator will have no duty or obligation to remedy or cure such default. Further, any Subsidiary or Affiliated Person of the Guarantor, including reasonable attorneys’ feeswithout limitation, incurred the Transferor if it is then a Subsidiary or Affiliated Person of the Guarantor (in either case, a "Qualified Transferee"), may become the Tenant under this Agreement, by an assignment from the New Tenant. If prior to such assignment from the New Tenant, Landlord elects to terminate this Agreement by virtue of such default, Landlord shall deliver to the Transferor and the Manager written notice of Landlord's election to so terminate this Agreement which notice shall be delivered at least ten (10) Business Days prior to the effective date of such termination or exercise. Within such ten (10)-Business Day period, a Qualified Transferee may elect by written notice to Landlord to immediately enter into a new lease of the Leased Property for a term of thirty (30) days, at the Rent (payable on a prorated basis for said 30-day period in connection with advance upon the full execution and delivery of the new lease), and otherwise upon the covenants, terms and provisions herein contained. Prior to the expiration of the said 30-day term of the new lease, the Qualified Transferee may elect by written notice to Landlord, accompanied by payment to Landlord of all amounts due Landlord under this Agreement, to extend the term of the new lease for the remainder of the Term which would have existed but for such termination, at the Rent and upon the covenants, terms and provisions herein contained. It is expressly understood and agreed that the rights and privileges under this Section 16.1(f) shall not accrue to any proposed subletting or assignmentTenant, irrespective of whether Landlord’s consent is in fact grantedexcept as to a Qualified Transferee which becomes the Tenant under this Agreement.

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. (a) Except as hereinafter set forth, Tenant shall not assign assign, mortgage, pledge or encumber this Lease nor sublet all or any part of the Premises, nor permit or allow the use of all or any part of the Premises by third party users, such as concessionaires, without, on each occasion, obtaining Landlord’s written consent thereto. However, Landlord understands that Tenant intends to have third parties manage and operate the vivarium and the chip tank within the Premises, and occupancy of portions of the Premises by such third parties shall not be considered a sublease or other agreement for which Landlord’s consent is required pursuant to the immediately preceding sentence. Landlord will not unreasonably withhold, condition or delay its consent to any assignment of this Lease or sublease of all or any part of the Premises under the circumstance described in Section 8.1(b)(i), and Landlord will consent to the sublease or all or a portion of the Premises, or the assignment of this Lease, to a Permitted Transferee under the circumstances described in whole Section 8.1(b)(ii); otherwise, the consent of Landlord to an assignment, sublease or other transaction covered by this Section 8.1(a) will be within Landlord’s sole discretion. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation: (i) any transfer of Tenant’s interest in partthis Lease by operation of law or the merger or consolidation of Tenant with or into any other firm or corporation, or sublet (ii) the Leased transfer or sale of a controlling interest in Tenant (whether in a single transaction or a series of transactions), and whether by sale of its capital stock or otherwise, other than by reason of a sale of a portion of the capital stock of Tenant to raise capital (including any IPO) which does not result in a change in the day-to-day control of Tenant. (i) Landlord will not unreasonably withhold or delay its consent to any assignment of this Lease or any sublease of all or any part of the Premises, so long as (A) the assignment or sublease will not violate the terms of the Declaration; (B) the assignee or subtenant and its proposed use is of a character consistent with the Project; (C) the assignee’s or subtenant’s proposed use is permitted under the terms of this Lease; (D) the assignee or subtenant is qualified to do business in the Commonwealth of Massachusetts; (E) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such assignment or sublease, including, without limitation, reasonable attorneys’ fees (not to exceed $3,000); (F) there does not then exist an Event of Default; (G) each of Landlord’s mortgagees has consented in writing to such assignment or sublease if such mortgagee’s consent is required pursuant to the terms of the applicable financing documents; (H) if a sublease, there are not more than a total of three (3) subtenants, including the proposed subtenant under the proposed sublease, in occupancy of the Premises or portions thereof; and (I) if a sublease, the proposed sublease prohibits any assignment of the sublease or any sub-sublease of any portion thereof, or encumber of the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) Premises without the prior written consent of Landlord. (ii) Landlord will consent to a sublease of all or any portion of the Premises, or an assignment of this Lease, to a Permitted Transferee, so long as (1) the subtenant or assignee is qualified to do business in the Commonwealth of Massachusetts; (2) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such sublease or assignment, including, without limitation, reasonable attorneys’ fees (not to exceed $3,000); and (3) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed sublease or assignment or the proposed use by the subtenant or assignee. (c) In the event of any permitted assignment of this Lease or sublease of all or any part of the Premises by Tenant, Tenant shall be jointly and severally liable with the new tenant for the payment of any and all Base Rent and Additional Rent which may become due by the terms of this Lease and for the performance of all covenants, agreements and conditions on the part of Tenant to be withheld in Landlord’s sole discretion during the first twenty-four full calendar months performed hereunder. Tenant shall also pay to Landlord fifty percent (50%) of any rent received as a result of the assignment or sublease which exceeds the Base Rent and Additional Rent payable hereunder on a per square foot basis, after taking into account the costs of the assignment or sublease, including without limitation broker fees, attorneys’ fees, free rent concessions and build out costs, amortized on a straight-line basis over the remaining Lease Term, and thereafter will not be unreasonably withheld. No such assignment or sublease shall operate be valid or effective unless and until (i) the new tenant and Tenant execute and deliver to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)an agreement, in form and content acceptable substance reasonably satisfactory to Landlord, pursuant to which inter alia, such new tenant (A) in the case of an assignment, assumes all of the obligations of Tenant under this Lease, (B) if a sublease, agrees to execute and must deliver such estoppel certificates and subordination agreements in the same forms as Landlord may require of Tenant under this Lease, (C) if a sublease, acknowledges that Landlord has no obligations to new tenant under this Lease, the subtenant’s property insurer sublease or otherwise and (D) agrees to issue maintain the same insurance coverages as the insurance coverages which Tenant is required to maintain under this Lease and to provide evidence thereof to Landlord in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection accordance with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning terms of this Lease; and (ii) the new tenant delivers to Landlord evidence of the insurance coverages required to be maintained by such new tenant under the agreement referenced in clause (i) above. Any attempted assignment or sublease in violation No modification of the terms of this Section shallLease or any course of dealing between Landlord and any assignee or sublessee of Tenant’s interest herein shall operate to release or impair Tenant’s obligations hereunder. (d) Notwithstanding anything to the contrary contained in this Article VIII or other provisions of this Lease, in the event that Tenant seeks Landlord’s consent to an assignment of this Lease, other than to a Permitted Transferee, or a sublease of fifty percent (50%) or more of the Premises, Landlord, at its option and within ten (10) business days following receipt of Tenant’s request for Landlord’s consent, may terminate this Lease (or if the request is for a sublease of less than all of the Premises, at Landlord’s option, Landlord may terminate this Lease as to the portion requested to be void sublet and Landlord and Tenant shall constitute execute an amendment to this Lease to modify the Premises and to adjust Base Rent and Tenant’s Share based upon the approximate remaining leasable square footage to the Leasable Square Footage of the Building and the Project). In such an event, Landlord may enter into a default under new lease with the proposed assignee or sublessee or any other party on any terms and provisions acceptable to Landlord in Landlord’s sole discretion for the Premises or the portion of the Premises released from this Lease. Consent Notwithstanding the above provisions of this Section 8.1(d) to the contrary, if Landlord exercises its option to terminate this Lease in whole or in part under this Section 8.1(d), Tenant may, by written notice given to Landlord within five (5) Business Days after Landlord exercises such option, withdraw Tenant’s request for Landlord’s consent to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent subject assignment or sublease. , in which event this Lease shall not terminate. (e) Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection not enter into any arrangements with any proposed subletting subtenant or assignmentassignee to circumvent, irrespective or which have the effect of whether Landlord’s consent is in fact grantedcircumventing, (i) Tenant obligation to share rents received from a sublease or assignment or (ii) any other provisions of this Article VIII.

Subletting and Assignment. (a) Except as provided in Sections 5.4 and 16.3 and in this Section 16.1, Tenant shall not assign not, without Landlord's prior written consent, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every or permit the use or operation of the Leased Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting; provided, however, that upon a transfer of a controlling the Leased Property by Landlord whereby this Agreement is excluded from the term "Leases" as used in the Membership Interest Pledge Agreement such that the Membership Interest Pledge Agreement no longer secures the performance of Tenant hereunder, Tenant may, without Landlord's consent, sell, transfer, assign or convey its interest in Tenantthis Agreement to a direct or indirect Subsidiary of the Guarantor, which Subsidiary of the Guarantor shall expressly assume the obligations of Tenant under this Agreement, and every the transferor Tenant shall thereupon be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer under any compulsory procedure or order by the transferor Tenant. For purposes of court this Section 16.1, an assignment of this Agreement shall be deemed to constitute an “assignment” within include the meaning of this Lease. Any attempted assignment or sublease in violation following (for purposes of this Section shall16.1, at Landlord’s optiona "Corporate Transfer"): any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Guarantor or any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or a Subsidiary of the Guarantor or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, be void and shall constitute a default under this Lease. Consent by Landlord to as if such change in control or transaction were an assignment or sublease in one instance of this Agreement but shall not operate to release include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. (b) Notwithstanding the requirement that foregoing, Landlord's consent from Landlord shall not be obtained required for any further a Corporate Transfer or subsequent a sale, transfer, assignment or subleaseother conveyance of Tenant's interest in this Agreement if, after giving effect to such Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in connection therewith, acquire all or substantially all of the Residence Inn or TownePlace Suites business of the Guarantor and its direct and indirect Subsidiaries. (c) Notwithstanding the foregoing, Landlord's consent shall not be required for a Corporate Transfer or a sale, transfer, assignment or other conveyance of Tenant's interest in this Agreement that occurs following the third (3rd) anniversary of the Commencement Date so long as (i) the Leased Property will be managed by Guarantor or a wholly-owned Subsidiary of Guarantor pursuant to a Management Agreement, the term of which shall coincide with the term of this Agreement, including extensions; (ii) the party to whom such transfer is made is not, in Landlord's reasonable judgment, known in the community as being of bad moral character and/or is not in control of or controlled by persons who have been convicted of felonies in any state or federal court; and (iii) following such transfer, the new Tenant satisfies the requirements set forth in Section 21.4. Upon a transfer described in this Section 16.1(c), and so long as the transferee is not an Affiliated Person of Tenant or Guarantor, the transferor Tenant and all of its Affiliated Persons shall be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer. Tenant shall pay deliver notice of any such proposed transfer to Landlord at least thirty (30) days prior to any such transfer and shall, within five (5) days following any request by Landlord, provide Landlord such information as may be reasonably necessary or appropriate in order for Landlord to determine if such proposed transfer is consistent with the above provisions. Notwithstanding the foregoing, this Section 16.1(c) shall not apply to any transfer that meets the requirements of Section 16.1(b). (d) If this Agreement is assigned or if the Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant) Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. (e) Except as set forth in Section 16.1(c), no subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all fees obligations hereunder), and expensesno consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option. (f) Following a transfer described in Section 16.1(c) above by the original Tenant under this Agreement, when giving notice to the transferee Tenant (the "New Tenant") with respect to any default under the provisions of this Agreement, Landlord will also deliver a copy of such notice to the original Tenant (the "Transferor"), and the Transferor or the Manager will have the same period of time after the giving of such notice in which to remedy or cure the default as is given to the New Tenant under this Agreement; it being understood and agreed that the Transferor and the Manager will have no duty or obligation to remedy or cure such default. Further, any Subsidiary or Affiliated Person of the Guarantor, including reasonable attorneys’ feeswithout limitation, incurred the Transferor if it is then a Subsidiary or Affiliated Person of the Guarantor (in either case, a "Qualified Transferee"), may become the Tenant under this Agreement, by an assignment from the New Tenant. If prior to such assignment from the New Tenant, Landlord elects to terminate this Agreement by virtue of such default, or to exercise its rights and remedies as a secured party under the Membership Interest Pledge Agreement, Landlord shall deliver to the Transferor and the Manager written notice of Landlord's election to so terminate this Agreement or to exercise its rights and remedies as a secured party under the Membership Interest Pledge Agreement, which notice shall be delivered at least ten (10) Business Days prior to the effective date of such termination or exercise. Within such ten (10)-Business Day period, a Qualified Transferee may elect by written notice to Landlord to immediately enter into a new lease of the Leased Property for a term of thirty (30) days, at the Rent (payable on a prorated basis for said 30-day period in connection with advance upon the full execution and delivery of the new lease), and otherwise upon the covenants, terms and provisions herein contained. Prior to the expiration of the said 30-day term of the new lease, the Qualified Transferee may elect by written notice to Landlord, accompanied by payment to Landlord of all amounts due Landlord under this Agreement, to extend the term of the new lease for the remainder of the Term which would have existed but for such termination, at the Rent and upon the covenants, terms and provisions herein contained. It is expressly understood and agreed that the rights and privileges under this Section 16.1(f) shall not accrue to any proposed subletting or assignmentTenant, irrespective of whether Landlord’s consent is in fact grantedexcept as to a Qualified Transferee which becomes the Tenant under this Agreement.

Subletting and Assignment. Except as hereinafter provided, Tenant shall not assign assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseLease or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or occupancy of a controlling interest in the Leased Property by anyone other than Tenant, and every transfer under any compulsory procedure or order the Leased Property to be offered or advertised for assignment or subletting except as hereinafter provided. For purposes of court this Section 17.1, an assignment of this Lease shall be deemed to constitute include any transaction pursuant to which Tenant is merged or consolidated with another entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other entity, as if such or transaction were an “assignment” within the meaning assignment of this Lease. Any attempted assignment If this Lease is assigned or sublease if the Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant and its employees) Landlord, after default by Tenant hereunder, may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in violation the first paragraph of this Section shall17.1, at Landlord’s optionthe acceptance by Landlord of such assignee, be void and shall constitute subtenant or occupant, as the case may be, as a default under tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Lease. Consent No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the Landlord's written approval in the case of any other subletting or assignment. No assignment, subletting or occupancy shall affect the Primary Intended Use. Any subletting, assignment or other transfer of Tenant's interest in this Lease in contravention of this Section 17.1 shall be voidable at Landlord's option. If the rent and other sums (including, without limitation, the reasonable value of any services performed by Landlord to any assignee or subtenant in consideration of such assignment or sublease) either initially or over the term of any assignment or sublease, payable by such assignee or subtenant on account of an assignment or sublease in one instance shall not operate exceed the Rent called for hereunder with respect to release the requirement that consent from Landlord be obtained for any further space assigned or subsequent assignment or sublease. sublet, Tenant shall pay all fees to Landlord as Additional Rent one hundred percent (100%) of such excess net of the costs and expenses, including reasonable attorneys’ fees, expenses incurred by Landlord Tenant in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedprocuring such sublease payable monthly at the time for payment Minimum Rent.

Subletting and Assignment. Except as hereinafter provided, Tenant shall not assign assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseLease or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublet by operation of law, or permit the use or occupancy of the Leased Premises Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting except as hereinafter provided. For purposes of this Section 17.1, an assignment of this Lease shall be deemed to include any transaction pursuant to which Tenant is merged or consolidated with another entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other entity, as if such transaction were an assignment of this Lease. If this Lease is assigned or if the Leased Property or any portion thereofpart thereof are sublet (or occupied by anybody other than Tenant and its employees) Landlord, after default by Tenant hereunder, may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 17.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or encumber a release of Tenant from the leasehold future performance by Tenant of its covenants, agreements or obligations contained in this Lease. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the Landlord's written approval in the case of any other subletting or assignment. No assignment, subletting or occupancy shall affect the Primary Intended Use. Any subletting, assignment or other transfer of Tenant's interest created by in this Lease in any manner (including contravention of this Section 17.1 shall be voidable at Landlord's option. Tenant shall have the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) right, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate (A) to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined assign Tenant's interest in this Lease)Lease to a corporation or other entity which shall (1) control, in form and content acceptable to Landlord(2) be under the control of, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection or (3) be under common control with the Leased Premises Tenant (the term "control" and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court "controlling" as used herein shall be deemed to constitute mean ownership or control (direct or indirect) of more than 50% of the outstanding voting stock of a corporation, or an “assignment” within equivalent majority and controlling interest in another form of entity) (any such entity being a "Related Entity"); (B) to sublease all or part of the meaning Leased Property to a Related Entity; and (C) to grant concessions and licenses (subject and subordinate to this Lease and to the matters to which the Lease is subject and subordinate), in the ordinary course of this LeaseTenant's business, for portions of the Leased Property to be used in connection with Tenant's Primary Intended Use. Any attempted If the rent and other sums (including, without limitation, the reasonable value of any services performed by any assignee or subtenant in consideration of such assignment or sublease) either initially or over the term of any assignment or sublease in violation (excluding any assignment or sublease to a Related Entity), payable by such assignee or subtenant on account of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate exceed the Rent called for hereunder with respect to release the requirement that consent from Landlord be obtained for any further space assigned or subsequent assignment or sublease. sublet, Tenant shall pay all fees to Landlord as Additional Rent one hundred percent (100%) of such excess net of the costs and expenses, including reasonable attorneys’ fees, expenses incurred by Landlord Tenant in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedprocuring such sublease payable monthly at the time for payment Minimum Rent.

Subletting and Assignment. A. Except as otherwise set forth herein, Tenant shall will not assign this Lease, in whole Lease or in part, or sublet sublease the Leased Premises or any portion thereofpart thereof or mortgage, pledge and or encumber the hypothecate its leasehold interest created by this Lease in or grant any manner concession or license within (including the creation of or otherwise permit a third party to occupy any security interest in or other pledge of or lien upon portion of) the Leased Personal Property) Premises without the prior express written consent of Landlord, and any attempt to do any of the foregoing without Landlord’s consent shall be void except as specified herein. Any transfer of the majority of the beneficial ownership interest of Tenant (whether stock, partnership interest or otherwise), shall constitute an assignment for purposes of this Lease. B. Notwithstanding the above, Landlord shall not unreasonably withhold Landlord’s consent to any proposed assignment or subletting by Tenant. Without purporting to limit the circumstances in which may it would be withheld reasonable for Landlord to withhold its consent to a proposed assignment or subletting, it shall be deemed reasonable for Landlord to withhold its consent to a proposed assignment or subletting if: (a) the proposed assignee or sublessee does not, in Landlord’s sole discretion during reasonable judgment, possess sufficient financial capability to satisfy the first twenty-four full calendar months obligations of Tenant hereunder; or (b) the proposed assignee or sublessee proposes to use the Leased Premises for a use other than the Permitted Use; or (c) the nature or identity of such proposed assignee or sublessee would not be in keeping with the type of tenants that are customarily found in comparable projects; or (d) the proposed assignee or sublessee) is a department, representative or agency of any governmental body or then an occupant of any part of the TermBuilding or a party with whom Landlord is then negotiating to lease space in the Building or in any adjacent Building owned by Landlord or an affiliate of Landlord, (e) the proposed occupancy would (1) materially increase the office cleaning requirements, (2) impose an extra material burden upon the services to be supplied by Landlord to Tenant hereunder, (3) violate the current rules and thereafter will not regulations of the Building, (4) violate the provisions of any other leases of tenants in the Building or (5) cause material alterations or additions to be unreasonably withheldmade to the Building (excluding the Leased Premises). No Landlord shall approve or disapprove a proposed assignment or subletting within twenty (20) days after Landlord’s receipt of a request for approval of an assignment or sublease accompanied by the terms of the proposed assignment or subletting and identity of the proposed assignee or sublessee. If Landlord fails to approve or disapprove any proposed sublease or assignment within such twenty (20) day period, then such proposed sublease or assignment shall operate be deemed approved. C. Notwithstanding the foregoing, Landlord’s consent to release an assignment or subletting shall not be required if the assignee or subtenant is (a) an “affiliate” (as defined below) of the Tenant, (b) an entity resulting from a merger, consolidation, reorganization or recapitalization of or with Tenant from any or a purchaser (or other transferee) of its obligations under all or substantially all of Tenant’s assets and all or substantially all of such Tenant’s liabilities (including the liabilities of Tenant hereunder), so long as the net worth of the resulting entity is equal to or greater than the net worth of the Tenant as of the Effective Date and the assignee agrees to be bound by the terms of this Lease. Each sublease , (c) a third party provider of services incidental to Tenant’s use of the Leased Premises for the Permitted Use so long as such third party’s net worth is equal to or any portion thereof must contain a release greater than Tenant’s net worth as of and waiver of claims against Landlord and the other Releasees Effective Date, (as d) an entity that term is defined in this Lease), in form and content acceptable proposes to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with use the Leased Premises for the Permitted Use, so long as the net worth of such entity is equal to or greater than Tenant as of the date hereof and as of the contents thereof. Every transfer by levy or sale on executionEffective Date, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by (e) an entity that has a net worth greater than Tenant’s net worth as of the Effective Date and that has entered into a service agreement with Tenant pursuant to the terms of which (i) such entity will provide clinical services for the operation of Lawa medical psychiatric ▇▇▇▇ in the Leased Premises, every transfer of (ii) all medical/psychiatric activities will be conducted under Tenant’s hospital license and (iii) all medical/psychiatric patients will be admitted and discharged through Tenant’s general care hospital (each, a controlling interest in “Permitted Transfer”). For purposes hereof, the term “affiliate” means any person or entity means which controls, is controlled by or is under common control with Tenant, including, without limitation, any limited partnership in which Tenant is the general partner. For purposes of the preceding sentence, “control” means either (i) ownership or voting control, directly or indirectly, of 50% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question or (ii) the power to direct the management and every transfer under any compulsory procedure or order policies of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleasesuch entity. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred give Landlord written notice prior to any such assignment or subletting together with proof reasonably satisfactory to Landlord that the transferee is a permitted transferee as herein described along with a fully executed copy of an instrument approved by Landlord whereby such assignee or sublessee agrees in connection with any proposed subletting or assignment, irrespective writing to assume and fully perform and observe the obligations and agreements of whether Landlord’s consent is in fact grantedTenant under this Lease Agreement.

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without Without the prior written consent of Landlord, which neither this Lease, nor any interest of Tenant in this Lease or in the Suite, shall be sold, sublet, assigned, or otherwise transferred, directly or indirectly, whether by operation of law or otherwise (collectively an "Assignment"). The consent of Landlord and Facility Mortgagee to any Assignment may be withheld or denied, in Landlord’s their sole discretion during and may be conditioned upon such documentation, opinions, certificates and other matters that shall be in form and substance acceptable to the first twenty-four full calendar months Landlord and Facility Mortgagee. Consent to one Assignment shall not act as consent to any future Assignments. In case of any permitted assignment or subletting, Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the TermRent and any other sums due hereunder and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder. The fact that a violation or breach of any of the terms, provisions or conditions of this Lease results from or is caused by an act or omission by any of the subtenants shall not relieve Tenant of Tenant's obligation to cure the same. Tenant shall take all necessary steps to prevent any such violation or breach. Any rentals or payments that Tenant receives pursuant to any sublease or assignment in excess of the Base Rent amount shall be paid without demand by Tenant to Landlord. In the event an Event of Default shall have occurred and thereafter will not be unreasonably withheldcontinuing under this Lease, Landlord shall be entitled to collect directly from any subtenant any rents that Tenant would otherwise be entitled to receive as a sublessor under any sublease. No Any assignment or sublease of the Suite shall operate not require Landlord to release Tenant from perform any of its additional duties or obligations under other than those set forth in this Lease. Each sublease of Tenant shall cause the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable subtenants to Landlordcomply with their obligations under their subleases, and must require Tenant shall diligently enforce all of its rights as the subtenant’s property insurer to issue landlord thereunder in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection accordance with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation terms of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsuch subleases.

Subletting and Assignment. 14.1 Tenant shall not sublet any part of the Premises nor assign or otherwise transfer this Lease, in whole or in part, or sublet the Leased Premises Lease or any portion thereof, interest herein (sometimes referred to as “Transfer,” and the subtenant or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Propertyassignee may be referred to as “Transferee”) without the prior written consent of LandlordLandlord first being obtained, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter consent will not be unreasonably withheldwithheld or delayed provided that: (1) Landlord declines to exercise its rights under Section 14.3; (2) the Transferee is engaged in a business and the portion of the Premises will be used for the Permitted Use in a manner which is in keeping with the then standards of the Building and does not conflict with any exclusive use rights granted to any other tenant of the Building Complex; (4) there is no Event of Default by Tenant at the time it makes its request. No assignment Transfer includes a sale by Tenant of substantially all of its assets or sublease shall operate stock if Tenant is a publicly traded corporation, a merger of Tenant with another corporation, the transfer of fifty percent (50%) or more of the stock in a corporate tenant whose stock is not publicly traded, or transfer of fifty percent (50%) or more of the beneficial ownership interests in a partnership or limited liability company tenant. 14.2 Following any Transfer in accordance with this Section 14, Landlord may, after an Event of Default by Tenant, collect rent from the Transferee or occupant and apply the net amount collected to the Rent, but no Transfer or collection will be deemed an acceptance of the Transferee or occupant as Tenant or release Tenant from its obligations. Consent to a Transfer shall not relieve Tenant from obtaining Landlord’s consent to any of other Transfer. Notwithstanding Landlord’s, consent to a Transfer, Tenant shall continue to be primarily liable for its obligations under this Leaseobligations. Each sublease If Tenant collects any rent or other amounts from a Transferee in excess of the Leased Rent for any monthly period, Tenant shall pay Landlord the excess monthly, as and when received. 14.3 Notwithstanding the above, if Tenant requests Landlord’s consent to sublet the Premises or any assign the Lease for all or substantially all of the remaining Term, Landlord may refuse to grant such consent in its sole discretion and shall, upon written notice to Tenant, have the option to terminate this Lease as to the portion thereof must contain of the Premises with respect to which such consent was requested; provided, however, if Landlord does not consent and elects to terminate the Lease as to such portion, Tenant may within fifteen (15) days after notice from Landlord withdraw Tenant’s request for consent and the Lease shall continue in accordance with its terms and conditions. If such termination occurs, it shall be effective on the date designated in a release of and waiver of claims against notice from Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate be more than thirty (30) days following such notice. 14.4 All documents utilized by Tenant to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleaseevidence a Transfer are subject to approval by Landlord. Tenant shall pay all fees and Landlord’s reasonable out-of-pocket expenses, including reasonable attorneys’ feesfees of determining whether to consent and in reviewing and approving the documents. Tenant shall provide Landlord with such information as Landlord reasonably requests regarding a proposed subtenant, incurred by Landlord in connection with any proposed subletting or assignmentincluding financial information. 14.5 Notwithstanding anything to the contrary herein, irrespective but subject to Section 14.2 and provided that the conditions of whether clauses (2) and (4) of Section 14.1 are met, Tenant may, without obtaining Landlord’s consent but upon prior written notice to Landlord, make a Transfer to the following parties on the following conditions (a “Permitted Transfer”): (1) any subsidiary or affiliate of Tenant of which Tenant owns a substantial interest; (2) any parent corporation of Tenant; (3) any subsidiary or affiliate of Tenant’s parent corporation of which such parent owns a substantial interest; or (4) any corporation into which Tenant merges or consolidates or which purchases all or substantially all of the assets or stock of Tenant or a public offering of Tenant’s stock; provided that the resulting corporation has a net worth at least equal to Tenant’s net worth as of the date hereof; provided that: (i) Tenant remains primarily liable on its obligations hereunder; (ii) the Transferee assumes and is in fact grantedbound by all obligations of Tenant for payment of all amounts of Rent and other sums and the performance of all covenants required by Tenant pursuant to this Lease; (iii) the Transferee complies with the usage restrictions of this Lease; and (iv) not less than thirty (30) days prior to the effective date of the Transfer (other than a public offering of Tenant’s stock), Tenant provides Landlord with such evidence as Landlord may reasonably require to establish that the Transfer meets the requirements of a Permitted Transfer.

Subletting and Assignment. Except as provided in Section 16.3, Tenant shall not assign not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublet by operation of law, or permit the use or operation of the Leased Premises Property, or any portion thereof, by anyone other than Tenant to be offered or encumber the leasehold interest created by advertised for assignment or subletting. For purposes of this Lease Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in any manner (including the creation Control of any security interest in Tenant. If this Agreement is assigned or other pledge of or lien upon if the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain is sublet (or occupied by anybody other than Tenant and its employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of and waiver Tenant from the future performance by Tenant of claims against Landlord and the other Releasees (as that term is defined its covenants, agreements or obligations contained in this Lease)Agreement. Any assignment or transfer of Tenant’s interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord of a Guaranty, which Guaranty shall be in form and content acceptable substance satisfactory to LandlordLandlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and must require the subtenant’s property insurer no consent to issue any subletting or assignment in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court particular instance shall be deemed to constitute an “be a waiver of the prohibition set forth in this Section 16.1. No assignment” within the meaning of this Lease, subletting or occupancy shall affect any Permitted Use. Any attempted subletting, assignment or sublease other transfer of Tenant’s interest under this Agreement in violation contravention of this Section shall, 16.1 shall be voidable at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. A. In the event Tenant shall not should desire to assign this Lease, in whole or in part, Lease Agreement or sublet the Leased Premises or any portion thereofpart thereof or allow same to be used or occupied by others, Tenant shall give Landlord written notice (which shall specify the duration of said desired sublease or encumber assignment, the leasehold interest created by date same is to occur, the exact location of the space affected thereby, the proposed rentals on a square foot basis chargeable thereunder and sufficient information of the proposed sublessee or assignee regarding its intended use, financial condition and business operations) of such desire at least fifteen (15) days in advance of the date on which Tenant desires to make such assignment or sublease or allow such a use or occupancy. Landlord shall then have a period of ten (10) days following receipt of such notice within which to notify Tenant in writing that Landlord elects: (1) in the event such assignee or sublessee fails to meet the conditions set forth in subparagraph (3) below, to refuse to permit Tenant to assign this Lease Agreement or sublet such space, and in any manner such case this Lease Agreement shall continue in full force and effect in accordance with the terms and conditions hereof; or (including 2) to terminate this Lease Agreement as to the creation space so affected as of any security interest the date so specified by Tenant in which event Tenant shall be relieved of all obligations hereunder as to such space arising from and after such date; provided, however, that if Landlord elects to terminate this Lease Agreement pursuant to this Section 12.A(2), Tenant shall have ten (10) days after receipt of written notice of Landlord’s election during which Tenant may, if it so desires, withdraw its request for Landlord’s consent to such assignment or other pledge sublease, in which event this Lease Agreement shall remain in full force and effect as if such request for Landlord’s consent had not been made; or (3) to permit Tenant to assign this Lease Agreement or sublet such space for the duration specified in such notice, such approval not to be unreasonably withheld, conditioned or delayed, if (a) the nature and character of the proposed assignee or lien upon sublessee and the principals thereof; their business and activities and intended use of the Leased Personal Property) without the prior written consent of Landlord, which may be withheld Premises are in Landlord’s sole discretion during reasonable judgment consistent with the first twenty-four full calendar months current standards of the TermBuilding and the floor or floors on which the Leased Premises are located, (b) neither the proposed assignee or sublessee (nor any party which, directly or indirectly, controls or is controlled by or is under common control with the proposed assignee or sublessee) is a department, representative or agency of any governmental body or then an occupant of any part of the Building or a party with whom Landlord is then negotiating to lease space in the Building or in any adjacent Building owned by Landlord or an affiliate of Landlord in and thereafter will in the vicinity of the Texas Medical Center area of Houston, Texas, (c) the form and substance of the proposed sublease or instrument of assignment are acceptable to Landlord (which acceptance by Landlord shall not be unreasonably withheld. No , conditioned or delayed) and is expressly subject to all of the terms and provisions of this Lease Agreement and to any matters to which this Lease Agreement is subject, (d) the proposed occupancy would not (1) increase Landlord’s cleaning requirements, (2) impose an extra burden upon the services to be supplied by Landlord to Tenant hereunder, (3) violate the current rules and regulations of the Building, (4) violate the provisions of any other leases of tenants in the Building or (5) cause alterations or additions to be made to the Building (excluding the Leased Premises), (e) Tenant enters into a written agreement with Landlord whereby it is agreed that fifty percent (50%) of any rent realized by Tenant as a result of said sublease or assignment in excess of the Base Rent and Additional Rent payable to Landlord by Tenant under this Lease Agreement and any and all sums and other considerations of whatsoever nature paid to Tenant by the assignee or sublessee for or by reason of such assignment or sublease shall operate to release sublease, including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property in excess of the fair market value thereof (that is, after deducting and giving Tenant from any credit for Tenant’s reasonable costs directly associated therewith, including reasonable brokerage fees, reasonable marketing costs, reasonable attorney’s fees and the reasonable cost of its obligations under this Lease. Each sublease of remodeling or otherwise improving the Leased Premises for said assignee or sublessee but excluding any portion thereof must contain free rentals or the like offered to any such sublessee or assignee) shall be payable to Landlord such payments are actually received by Tenant, (f) the granting of such consent will not constitute a release default under any other agreement to which Landlord is a party or by which Landlord is bound and (g) the creditworthiness of and waiver of claims against Landlord the proposed assignee or sublessee and the other Releasees (as that term principals thereof is defined in this Lease), in form and content acceptable to Landlord, in Landlord’s reasonable discretion. B. No assignment or subletting by Tenant shall be effective unless Tenant shall execute, have acknowledged and must require deliver to Landlord, and cause each sublessee or assignee to execute, have acknowledged and deliver to Landlord, an instrument in form and substance reasonably acceptable to Landlord in which (i) such sublessee or assignee adopts this Lease Agreement and assumes and agrees to perform jointly and severally with Tenant, all of the subtenant’s property insurer obligations of Tenant under this Lease Agreement, as to issue the space transferred to it, (ii) Tenant and such sublessee or assignee agree to provide to Landlord, at their expense, direct access from a public corridor in favor the Building to the transferred space, (iii) such sublessee or assignee agrees to use and occupy the transferred space solely for the purpose specified in Section 3 and otherwise in strict accordance with this Lease Agreement and (iv) Tenant acknowledges and agrees that, notwithstanding such subletting or assignment, Tenant remains directly and primarily liable for the performance of all the obligations of Tenant hereunder (including, without limitation, the obligation to pay Rent), and Landlord and the other Releasees waiver of subrogation rights endorsements shall be permitted to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy enforce this Lease Agreement against Tenant or sale on executionsuch sublessee or assignee, or both, without prior demand upon or proceeding in any way against any other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Leasepersons. Any attempted assignment or sublease in violation of this Section Tenant shall, at Landlord’s optionupon demand, be void and shall constitute a default under this Lease. Consent by reimburse Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, out-of-pocket expenses incurred by Landlord in connection with a request made by Tenant pursuant to this Section 12, including, without limitation, any investigations as to the acceptability of the proposed subletting assignee or assignmentsublessee, irrespective and all legal costs reasonably incurred in connection with the granting of whether any requested consent. C. Any consent by Landlord to a particular assignment or sublease shall not constitute Landlord’s consent to any other or subsequent assignment or sublease, and any proposed sublease or assignment by any assignee or sublessee shall be subject to the provisions of this Section 12 as if it were a proposed sublease or assignment by Tenant. The prohibition against an assignment or sublease described in this Section 12 shall be deemed to include a prohibition against (i) Tenant’s mortgaging or otherwise encumbering its leasehold estate, (ii) an assignment or sublease which may occur by merger or operation of law and (iii) permitting the use or occupancy of the Leased Premises, or any part thereof, by anyone other than Tenant, each of which shall be ineffective and void and shall constitute an Event of Default under this Lease Agreement unless consented to by Landlord in writing in advance, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership interest in fact grantedTenant (if Tenant is a partnership), at any time throughout the Term, shall be deemed to be an assignment of this Lease Agreement. D. Notwithstanding anything to the contrary contained herein, Tenant may assign this Lease Agreement or sublet the Leased Premises or any part thereof, without the prior consent of Landlord, to (i) an Affiliate (as defined below) of Tenant, (ii) an entity into which Tenant is merged, consolidated or converted (or the resulting entity in any merger of any other entity into or with Tenant), or (iii) an entity to which fifty percent (50%) or more of Tenant’s assets are transferred (each a “Permitted Transferee”); provided, however, (a) Tenant shall give Landlord written notice (which shall specify the assignee or sublessee, the duration of said assignment or sublease, the effective date of such assignment or subletting, the financial information necessary for Landlord to confirm the net worth test set forth below has been satisfied and the exact location of the space affected thereby and the rentals on a square foot basis to be charged thereunder) of such assignment or sublease at least ten (10) business days prior to such assignment or sublease, and (b) the assignee or successor entity must carry on the same use from the Leased Premises as Tenant and have a net worth as determined by generally accepted accounting principles (“GAAP”) on the date following such sale of assets or merger at least equal to the GAAP net worth of Tenant as of the day preceding such assignment, sublease, sale or merger. In the event of any subletting or assignment to a Permitted Transferee, one hundred percent (100%) of the rent received from such Permitted Transferee shall be retained by Tenant. Further, any Permitted Transferee under an assignment of the Lease Agreement or the

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without Without the prior written consent of Landlord------------------------- Landlord in each instance, which consent may not be unreasonably withheld in Landlord’s sole discretion 's reasonable discretion. Tenant shall not directly or indirectly (in one or more transaction), voluntarily, involuntarily or by operation of law, assign transfer, pledge, mortgage or otherwise hypothecate or encumber all or any portion of Tenant's legal or equitable interest in this Lease or in the Leased Premises, nor sublet all or any portion of the Leased Premises, nor enter into any management, license, concession or other contract or agreement which provides for a direct or indirect transfer of operating control over the business operated in, or the use of occupancy of, the Leased Premises. Any direct or indirect transfer, sale, pledge or other disposition, in a single transaction or cumulatively during the first twenty-four full calendar months of the Term, of at least 25% of the ownership interests in Tenant (or any lesser percentage if sufficient to transfer voting control (if Tenant is a corporation) or management control (if Tenant is a partnerships)), as well as of any general partnership interest in Tenant if Tenant is a limited partnership, shall each be deemed an assignment of this Lease; provided, however, that this limitation shall not apply with respect to the transfer of voting stock in a corporation, all the outstanding voting stock of which is listed on a national securities exchange as defined in the Securities Exchange Act of 1934. Any assignment, sublease or other such transfer without Landlord's prior written consent shall be voidable by Landlord and thereafter will Landlord's election, shall constitute an Event of Default hereunder. Consent of Landlord to one or more assignments, subletting or encumbering of this Lease or the Leased Premises shall not operate as a waiver of Landlord's rights (and the requirement of Landlord's consent), or be unreasonably withhelddeemed Landlord's consent, with respect to any subsequent assignment, subletting or encumbering. No Notwithstanding any assignment or sublease subletting, Tenant, and each and every guarantor of this Lease and Tenant's obligations hereunder, shall operate to release Tenant from any at all times remain fully and primarily responsible and liable for the payment of its all Rent and other monetary obligations herein specified and for the compliance with and performance of all of the Tenant's other obligations under this Lease. Each Landlord's consent, if any, to any assignment or sublease will not be effective unless and until (a) Landlord receives a fully executed copy of the Leased assignment or sublease agreement, (b) in the case of an assignment, Tenant delivers to Landlord an assumption of liability agreement in form satisfactory to Landlord including as assumption of the assignee of all of the obligations of Tenant and the assignee's ratification of, and agreement to be bound by, all of the terms, conditions and provisions of this Lease, and (c) Landlord is fully reimbursed by Tenant of Landlord's costs and fees, including, but not limited to, attorney's fees, incurred in processing and evaluating any requests for assignment or subletting by Tenant. Notwithstanding anything to the contrary in this paragraph 15, Tenant may, without Landlord's prior consent and without Landlord's participation in any proceeds, sublet the Premises or any portion thereof must contain assign the lease to: (i) a release of and waiver of claims against Landlord and the other Releasees subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant; (as that term is defined in this Lease)ii) a successor corporation related to Tenant, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, non bankruptcy reorganization, or by operation governmental action; or (iii) a purchaser of Law, every transfer substantially all of a controlling interest Tenant's assets located in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning Leased Premises. For the purpose of this Lease. Any attempted assignment or sublease in violation , sale of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance Tenant's capital stock through any public exchange shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expensesdeemed an assignment, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective any other transfer of whether Landlord’s consent is in fact grantedthe Lease or the Leased Premises.

Subletting and Assignment. (a) Except as set forth in Section 8.1(b), Tenant shall not assign, mortgage, pledge or encumber this Lease nor sublet all or any part of the Premises, nor permit or allow the use of all or any part of the Premises by third party users, such as concessionaires, without, on each occasion, obtaining Landlord’s written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed and if Landlord does not respond to such request for consent within fifteen (15) Business Days of receiving the same then Landlord shall have been deemed to have consented to such matter. In connection with a proposed sublease or assignment for which Tenant requests Landlord’s consent pursuant to this Section 8.1(a), Tenant shall furnish to Landlord (i) a copy of the proposed sublease or assignment (or, if the proposed sublease or assignment has not yet been negotiated, a summary of the material business terms of the sublease or assignment), (ii) financial and other information about the subtenant or assignee, and the proposed use of the Premises by the subtenant or assignee, as reasonably requested by Landlord to assess the creditworthiness of the subtenant or assignee, to determine whether the subtenant or assignee, and its proposed use, is of a character consistent with the operation of a building of the type and character of the Building, and to determine whether the proposed use of the subtenant or assignee is a Permitted Use. In the event Landlord fails to respond to a request for consent pursuant to this Section 8.1(a) within fifteen (15) Business Days after Tenant’s request and the furnishing of the information set forth above, Landlord shall be deemed to have consented to the proposed transaction. Tenant shall pay to Landlord all of Landlord’s reasonable expenses arising out of a proposed sublease or assignment, including, without limitation, a legal retainer in a reasonable amount required by Landlord in advance of Landlord’s review of any of Tenant’s documentation in connection therewith. Tenant may not assign this Lease, in whole or in part, or Lease nor sublet the Leased Premises all or any portion thereof, part of the Premises at any time that there exists an Event of Default. Any proposed sublease must prohibit any assignment of the sublease or encumber the leasehold interest created by this Lease in any manner (including the creation sub-sublease of any security interest in or other pledge portion of or lien upon the Leased Personal Property) Premises without the prior written consent of Landlord, which consent may be withheld granted or denied on terms consistent herewith. (i) Notwithstanding anything to the contrary in Section 8.1(a), but subject to Section 8.1(c), Tenant may, upon at least five (5) Business Days prior written notice to, but without the requirement of consent by, Landlord, sublease all or any portion of the Premises to one or more Tenant Affiliates, so long as (A) Tenant furnishes to Landlord a copy of the sublease and evidence reasonably satisfactory to Landlord that the sublease is permitted under this Section 8.1(b)(i); (B) the subtenant’s proposed use is a Permitted Use; (C) there does not then exist an Event of Default; (D) the sublease prohibits any assignment of the sublease or any sub-sublease of any portion of the Premises without the prior written consent of Landlord, which consent may be granted or denied on terms consistent herewith; and (E) Tenant pays all of Landlord’s sole discretion during reasonable expenses arising out of such sublease including, without limitation, a legal retainer in a reasonable amount specified by Landlord in advance of Landlord’s review of any of Tenant’s documentation in connection therewith. (ii) Notwithstanding anything to the first twenty-four full calendar months contrary in Section 8.1(a), but subject to Section 8.1(c), Tenant may, upon prior written notice to, but without the requirement of consent by, Landlord, assign this Lease to a Tenant Affiliate, so long as (A) within ten Business Days after such assignment, Tenant furnishes to Landlord a copy of the assignment and evidence reasonably satisfactory to Landlord that the assignment is permitted under this Section 8.1(b)(ii); (B) the assignee’s proposed use is a Permitted Use; (C) there does not then exist an Event of Default; and (D) Tenant pays all of Landlord’s reasonable expenses arising out of such assignment including, without limitation, a legal retainer in a reasonable amount specified by Landlord in advance of Landlord’s review of any of Tenant’s documentation in connection therewith. (c) In the event of a permitted assignment of this Lease or sublease of all or any part of the Premises by Tenant, Tenant shall be jointly and severally liable with the new tenant for the payment of any and all Base Rent which may become due by the terms of this Lease and for the performance of all covenants, agreements and conditions on the part of Tenant to be performed hereunder. Except in connection with an assignment or sublease involving a Tenant Affiliate, Tenant shall pay to Landlord fifty percent (50%) of any rent received as a result of the assignment or sublease which exceeds the Base Rent payable hereunder on a per square foot basis, after taking into account the costs of the assignment or sublease (including leasing commissions, reasonable attorneys’ fees and tenant improvements costs) amortized over the remaining Lease Term, and thereafter will not be unreasonably withheld. No such assignment or sublease shall operate be valid or effective unless and until (i) the new tenant and the Tenant execute and deliver to release Landlord an agreement, in commercially reasonable form submitted by Landlord and with the assignment or sublease attached, pursuant to which inter alia, such new tenant (A) in the case of an assignment, assumes all of the obligations of the Tenant from any of its obligations under this Lease. Each sublease , (B) agrees to execute and deliver such estoppel certificates and subordination agreements as may be reasonably required by Landlord, (C) in the case of the Leased Premises or any portion thereof must contain a release of and waiver of claims against sublease, acknowledges that Landlord and the other Releasees (as that term is defined in has no obligations to new tenant under this Lease), the sublease or otherwise and (D) agrees to maintain the same insurance coverages as the insurance coverages which Tenant is required to maintain under this Lease and to provide evidence thereof satisfactory to Landlord when requested; and (ii) the new tenant delivers to Landlord evidence, in form and content acceptable substance satisfactory to Landlord, and must require of the subtenant’s property insurer insurance coverages required to issue be maintained by such new tenant under the agreement referenced in favor clause (i) above. No modification of the terms of this Lease or any course of dealing between Landlord and the other Releasees waiver any assignee or sublessee of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling Tenant’s interest in Tenant, and every transfer under any compulsory procedure or order of court herein shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlordimpair Tenant’s consent is in fact grantedobligations hereunder.

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in part, or sublet the Leased Demised Premises or any portion thereofpart thereof or transfer possession or occupancy thereof to any person, firm or encumber the leasehold interest created by corporation or transfer or assign this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) lease without the prior written consent of the Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld, and subject to Landlord's right to sublet hereinafter described, nor shall any subletting or assignment hereof be effected by operation of law or otherwise than by the prior written consent of the Landlord. No If Tenant is a corporation, any transfer of a majority of Tenant's issued and outstanding capital stock shall be deemed an assignment under this paragraph. If Tenant is a partnership, any transfer of any interest in the partnership or other change in the composition of the partnership which results in a change in the management of Tenant from the person(s) managing the partnership on the date hereof shall be deemed an assignment under this paragraph. In the event Tenant desires to assign this Lease or sublet all or any portion of the Demised Premises, Tenant shall give to Landlord thirty (30) days written notice of Tenant's intention so to do. Within thirty (30) days after receipt of said notice, Landlord shall have the right to sublet the Demised Premises from Tenant at the same Rent and Additional Rent stipulated herein, regardless of the rental rate that Tenant may otherwise be able to obtain upon assignment or sublease subletting to others. In the event Landlord has not exercised its right to sublet the Demised Premises as provided above in this paragraph, Tenant may assign this Lease or sublet all or a portion of the Demised Premises as set forth in the notice after first obtaining the written consent of Landlord, which consent may be withheld for reasonable cause. If Tenant does not so assign or sublet within sixty (60) days of the original notice to Landlord pursuant to this paragraph, then Tenant shall operate again be required to comply with the notice provisions hereof, and Landlord shall again have the right to sublet. The consent by Landlord to any assignment, transfer or subletting to any party shall not be construed as a waiver or release of Tenant from the terms of any of its obligations covenant or obligation under this Lease. Each sublease , nor shall the collection or acceptance of the Leased Premises Rent from any such assignee, transferee, subtenant or any portion thereof must contain occupant constitute a waiver or release of and waiver Tenant of claims against Landlord and the other Releasees (as that term is defined any covenant or obligation contained in this Lease), nor shall any such assignment or subletting be construed to relieve Tenant from giving Landlord said thirty (30) days notice or from obtaining the consent in form writing of Landlord to any future assignment or subletting. In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and content acceptable hereby authorizes each such subtenant to pay said rent directly to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Except as provided in Section 16.3, Tenant shall not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not assign be deemed to include the lodging of hotel guests consistent with the Permitted Use), all or any part of the Leased Property or suffer or permit this LeaseAgreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or operation of a controlling interest in the Leased Property by anyone other than Tenant, and every transfer under any compulsory procedure or order the Leased Property to be offered or advertised for assignment or subletting; provided, however, that an assignment to a wholly owned subsidiary (direct or indirect) of court Candlewood shall be permitted without the consent of, but upon Notice to, Landlord. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to constitute an “assignment” within include, without limitation, any direct or indirect Change in Control of Tenant or Candlewood. If this Agreement is assigned or if the meaning Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant and their respective employees or hotel guests) Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of this Lease. Any attempted assignment or sublease the provisions set forth in violation the first paragraph of this Section shall16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. (a) Tenant shall not (i) transfer or assign this Leaselease or any interest hereunder, in whole or in partnor permit any assignment hereof by operation of law, or (ii) sublet the Leased Premises or any portion thereof, or encumber part thereof nor (iii) permit the leasehold interest created by this Lease in any manner (including the creation use of any security interest in or other pledge of or lien upon the Leased Personal Property) Premises by desk tenants or any other parties other than Tenant or its agents, without in each instance first obtaining the prior written consent of Landlord. Should Tenant wish to obtain Landlord's consent to an assignment or subletting, which it shall make such request in written form detailing the proposed sub-rent, term, sub-tenant or assignee, compensation to be received by Tenant, name and financial data of the proposed sub-tenant or assignee and such other information as Landlord may be withheld request. Landlord may, in Landlord’s its sole discretion during the first twenty-four full calendar months of the Termeither (i) give its approval (ii) not give its approval, or (iii) cancel and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under terminate this Lease. Each sublease of , or if proposed subletting or assignment is for less than all the Leased Premises Premises, cancel and terminate this Lease with respect to such portion (with the rent and all other charges payable hereunder equitably apportioned). If Landlord should grant Tenant its approval to any sublease or assignment, Tenant shall remain primarily liable for the performance of all the covenants contained herein. Tenant shall not pledge or mortgage its leasehold interest or any portion part thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy such pledge or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section mortgage shall, at Landlord’s 's option, render this lease void. (b) For purposes of this Paragraph: (i) the merger, transfer of a majority of the issued and outstanding capital stock of any corporate Tenant or subtenant or transfer of a majority partnership interest of Tenant or any subtenant that is a partnership, however accomplished, whether in a single transaction or in a series of related or unrelated transactions, shall be void and shall constitute a default under deemed an assignment of this Lease. Consent by Landlord to , or of such sublease, as the case may be; (ii) a takeover, management or succession agreement shall be deemed a transfer of this Lease; and (iii) a modification, amendment or extension without Landlord's prior written consent of an assignment or a sublease in one instance previously consented to by Landlord shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent deemed a new assignment or sublease. (c) Landlord may assign this Lease or any part thereof or right hereunder at any time. Upon such assignment, Landlord shall have no further obligations with respect hereto and Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective look solely to such assignee for the performance of whether Landlord’s consent is in fact granted's obligation.

Subletting and Assignment. Tenant shall Lessee may not assign this Leasesublet, in whole or in partassign, pledge, or sublet the Leased Premises mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any portion thereof, or encumber part of the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) leased premises without the Lessor's prior written consent of Landlord, approval which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld. No Sublessee's financial strength, reputation, personnel, and length of sublease or assignment shall be important factors in Lessor's approval. Sale, transfer, or merger of the majority of the voting shares or voting partnership interests in Lessee (if a corporation or partnership) shall be considered an assignment; likewise for issuance of treasury stock or admission of a new general partner. Lessor shall not be obligated to approve any sublease or assignment. However, if Lessor gives such approval, Lessor shall operate be entitled to (1) 50% of any excess between Lessee's rental per square foot under the lease and the rental per square foot under the sublease or assignment, and (2) 50% of any other consideration flowing directly or indirectly from the sublessee or assignee to Lessee or Lessee's agents. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee a one-time fee equal to one month's lease rental for such additional administrative, investigative, and management services. Violation of this lease by sublessees or assignees shall be deemed a violation by Lessee. Approval by Lessor of any sublease or assignment shall not release Tenant Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of its Lessee's obligations under this Leaselease unless otherwise specified in writing. Each Upon default by Lessee any sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees sublease rentals and expensesother sums due Lessor, including reasonable attorneys’ feesdirect to Lessor, incurred to be credited against sums owed to Lessor by Landlord Lessee under this lease. Unless otherwise agreed in connection with any proposed subletting writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the sublessee or assignee agrees in writing to be liable for all of Lessee's obligations under this lease, and (3) Lessor's written approval is attached to the sublease or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant shall not assign this Leasenot, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of LandlordLandlord list the Premises or any part thereof as available for assignments or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, nor assign this Lease or any interest thereunder, or sublet Premises or any part thereof, or permit the use of Premises by any party other than Tenant. In the event that during the term of this Lease, Tenant desires to sublease and introduces Landlord to a proposed replacement tenant for Tenant, which replacement tenant has a good reputation, is of financial strength at least equal to that of Tenant (as determined by Landlord in its sole REASONABLE discretion) and has a use for Premises and a number of employees reasonably consistent with that of Tenant's operation, the Landlord may be withheld in consider such replacement tenant and notify Tenant with reasonable promptness as to Landlord’s 's choice, at Landlord's sole discretion during the first twenty-four full calendar months REASONABLE discretion, of the Term, and thereafter will not be unreasonably withheld. No following: (a) The Landlord consents to a subleasing of the Premises or assignment or sublease of the lease to such replacement tenant (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD); provided that Tenant shall operate to release Tenant from any remain fully liable for all of its obligations and liabilities under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of Lease and waiver of claims against provided further that Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed entitled to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent any profit obtained by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent Tenant from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed such subletting or assignment; or; (b) That upon such replacement tenant's entering into a mutually satisfactory new Lease for the Premises with Landlord, irrespective then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of whether replacement tenant's obligations); or (c) That Landlord declines to consent to such sublease or assignment due to insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant's reputation, financial strength and proposed use of and operations upon Premises; or (d) That Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant's request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as computed by Landlord’s consent is in fact granted) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.

Subletting and Assignment. A. Landlord’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Article 16. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not assign (subject to Landlord’s rights below) be unreasonably withheld, conditioned or delayed, neither this Lease, in whole or in part, or sublet the Leased Premises Lease nor all or any portion thereof, or encumber part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by this Lease operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any manner part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (including the creation of any security interest in collectively, a “sublease”). Any assignment or other pledge of or lien upon the Leased Personal Property) subletting without the Landlord’s prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default by Tenant hereunder entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. B. In the event that during the Term, Tenant desires to assign this Lease or sublease the Premises or any portion thereof, Tenant shall give notice thereof to Landlord, which notice shall name the proposed assignee or subtenant and include all material information with respect thereto, as well as the proposed assignment or sublease agreement, and such other information as Landlord shall reasonably require. Landlord shall not unreasonably withhold its consent to any proposed assignment or subletting, but Landlord may, in its sole and absolute discretion, exercise the right set forth in subparagraph (3) below. Landlord shall notify Tenant within thirty (30) days of Landlord’s receipt of Tenant’s notice as to which of the following actions Landlord elects to take: (1) Landlord consents to the proposed assignment or subleasing, subject to execution of Landlord’s reasonable consent form by Tenant and the proposed assignee or subtenant; (2) Landlord declines to consent to such assignment or subletting, and stating the reasonable reasons for Landlord’s decision, such as, without limitation, insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant’s reputation, financial strength and/or proposed use of and operations upon the Premises; or (3) Landlord, (i) in the event of an assignment of this Lease, elects to terminate this Lease effective as of the date such assignment would have become effective (and such termination date shall become the Expiration Date for purposes of this Lease), or (ii) in the event of a sublease, to terminate this Lease as it pertains to the portion of the Premises so proposed by Tenant to be sublet effective as of the date such sublease would have become effective (and such termination date shall become the Expiration Date for purposes of this Lease with respect to such portion of the Premises). Notwithstanding the above, Tenant, within ten (10) days after receipt of Landlord’s notice of intent to terminate, may withdraw its request for consent to the assignment or sublease. In that event, Landlord’s election to terminate the Lease shall be null and void and of no force and effect. By way of example and without limitation, the failure to satisfy any of the following conditions or standards shall be deemed to constitute reasonable grounds for Landlord to refuse to grant its consent to a proposed assignment or subletting (“Transfer”): (i) The proposed assignee or sublessee (“Transferee”) must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant to be kept and performed as they apply to the transferred space. (ii) The proposed Transferee must satisfy Landlord’s then-current credit and other standards for tenants of the Building and, in Landlord’s reasonable opinion, have the financial strength and stability to perform all of the obligations of the Tenant under this Lease (as they apply to the transferred space) as and when they fall due (iii) The proposed Transferee must be reasonably satisfactory to Landlord as to character and business reputation. (iv) The proposed use of the Premises by the proposed Transferee must be, in Landlord’s reasonable opinion: (a) lawful; (b) in compliance with Article 6 of this Lease; (c) unlikely to cause an increase in insurance premiums for insurance policies applicable to the Building; (d) a use not requiring any new tenant improvements that Landlord would be entitled to disapprove pursuant to Article 5 hereof; (e) unlikely to cause any material increase in services to be provided to the Premises; (f) unlikely to create any materially increased burden in the operation of the Building, or in the operation of any of its facilities or equipment; (g) unlikely to impair the dignity, reputation or character of the Building; and (h) in the case of any Building not then configured for multi-tenant occupancy, not require the Building to be reconfigured as a multi-tenant Building and not require creation of any new Common Areas or multi-tenant corridors in the Building. (v) At the time of the proposed Transfer, a default (as defined in Article 19 below) shall not have occurred and be continuing beyond any applicable notice and cure period, and no event may have occurred that with notice, the passage of time, or both, would become a default. (vi) The proposed Transferee shall not be a governmental entity or hold any exemption from the payment of ad valorem or other taxes that would prohibit Landlord from collecting from such Transferee any amounts otherwise payable under this Lease. (vii) The proposed Transferee shall not be a then present tenant or affiliate or subsidiary of a then present tenant in the Project. (viii) Landlord shall not be negotiating with, and shall not have at any time within the past six (6) months negotiated with, the proposed Transferee for space in the Building. (ix) The proposed Transferee is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings in connection with the administration or enforcement of a lease or is a competitor of Landlord or any affiliate of Landlord. C. In the event that Landlord shall consent to any assignment or sublease, Landlord shall be entitled to receive, as Rent hereunder, fifty percent (50%) of any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent, Taxes and Operating Expenses payable by Tenant and attributable to the sublet space for the corresponding month; except that Tenant may recapture, on an amortized basis over the term of the sublease or assignment, any reasonable brokerage commissions paid by Tenant in connection with the subletting or assignment, reasonable marketing costs paid by Tenant in connection with the subletting or assignment, reasonable attorneys’ fees in connection with the subletting or assignment, any improvement allowance paid by Tenant to the subtenant or assignee and any improvement costs incurred by Tenant specifically to prepare the space for such assignment or subletting. Upon Landlord’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to this Article 16 shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease. D. For purposes of this Article 16 (subject to Section 16.G. below), the following events shall be deemed an assignment or sublease, as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or otherwise) in Tenant or any subtenant or assignee, or any entity controlling any of them, to any person or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant or any subtenant or assignee; (ii) a transfer of Control of Tenant or any subtenant or assignee, or any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, acquisition or reorganization), except that the transfer of outstanding capital stock or other listed equity interests through the “over the counter” market or any recognized national or international securities exchange (including transfers and issuances as part of an initial public offering of Tenant’s stock), shall not be included in determining whether Control has been transferred; (iii) a reduction of Tenant’s assets to the point that this Lease is substantially Tenant’s only asset; (iv) a change or conversion in the form of entity of Tenant, any subtenant or assignee, or any entity controlling any of them, which has the effect of limiting the liability of any of the partners, members or other owners of such entity; or (v) the agreement by a third party to assume, take over, or reimburse Tenant for, any or all of Tenant’s obligations under this Lease, in order to induce Tenant to lease space with such third party. For purposes of this paragraph, “Control” shall mean direct or indirect ownership of more than fifty percent (50%) of all of the voting stock of a corporation or more than fifty percent (50%) of the legal or equitable interest in any other business entity, or the power to direct the operations of any entity (by equity ownership, contract or otherwise). ▇. ▇▇▇▇▇▇▇ or not Landlord shall consent to any proposed assignment or sublease, upon demand Tenant shall pay Landlord an administrative fee of One Thousand Dollars ($1,000.00) in connection with the Landlord’s consideration of such proposed assignment or sublease, and reimburse Landlord for all reasonable attorneys’ fees and expenses incurred by Landlord in connection with the proposed assignment or sublease. If Tenant claims or asserts that Landlord has failed to grant any approval required of it pursuant to this Article 16 or otherwise violated or failed to perform its obligations under this Article 16, Tenant’s sole remedy shall be an action for specific performance, declaratory judgment or injunction and in no event shall Tenant be entitled to any money damages in any action or by way of set off, defense or counterclaim and Tenant hereby specifically waives the right to any money damages or other such remedies for any such failure or violation. F. In no case may Tenant assign Tenant’s Signage, any renewal, expansion or other options under this Lease to any sublessee(s) hereunder or assignees hereof, all such options being deemed personal to the Tenant originally named under this Lease. Consent by Landlord hereunder shall in no way operate as a waiver by Landlord of, or to release or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord’s consent to any subsequent assignment, subletting, transfer, use or occupancy. G. Notwithstanding anything to the contrary in this Article 16, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent, to any partnership, corporation or other entity that controls, is controlled by, or is under common control with Tenant or Tenant’s parent (control being defined for such purposes as ownership of at least fifty percent (50%) of the equity interests in, and the power to direct the management of, the relevant entity) or to any partnership, corporation or other entity resulting from a merger or consolidation with Tenant or Tenant’s parent, or to any person or entity that acquires substantially all the assets (including by means of a purchase of all or substantially all of Tenant’s stock, any such purchaser being a “Stock Purchaser”) of Tenant as a going concern (collectively, an “Affiliate”), provided that (i) Landlord receives at least ten (10) days’ prior written notice of an assignment or subletting, together with evidence reasonably satisfactory to Landlord that the requirements of this paragraph have been met (provided, however, that if advance disclosure is prohibited under applicable Laws or any commercially reasonable confidentiality agreement, Tenant may provide such notice and evidence within ten (10) days after the transaction deemed an assignment or subletting), (ii) the Affiliate’s net worth (other than in the case of an Affiliate that is a Stock Purchaser, in which case the following net worth test shall be applied to Tenant rather than the Affiliate) is not less than Tenant’s net worth immediately prior to the assignment or subletting (or series of transactions of which the same is a part) or as of the date of this Lease, whichever is greater, (iii) except in the case of an assignment where the assignor is dissolved as a matter of law following the series of transactions of which the assignment is a part and where such assignor makes sufficient reserves for contingent liabilities (including its obligations under this Lease) as required by applicable Law, the Affiliate remains an Affiliate for the duration of the subletting or the balance of the Term in the event of an assignment, (iv) the Affiliate assumes (in the event of an assignment) in writing all of Tenant’s obligations under this Lease, (v) Landlord receives a fully executed copy of an assignment or sublease in one instance shall not operate agreement between Tenant and the Affiliate at least ten (10) days prior to release the requirement that consent from Landlord be obtained for any further or subsequent effective date of such assignment or sublease. Tenant shall pay all fees sublease or, in the case of an assignment by merger or stock purchase, such later date (but no later than ten (10) days after the effective date of the assignment) on which the assignment agreement (which may be the merger agreement or the stock purchase agreement if the assignment is effected by means thereof) is executed by the parties thereto, and expenses, including reasonable attorneys’ fees, incurred by Landlord (vi) in connection with any proposed subletting or the case of an assignment, irrespective the essential purpose of whether Landlord’s consent such assignment is to transfer an active, ongoing business with substantial assets in fact grantedaddition to this Lease, and in the case of an assignment or sublease the transaction is for legitimate business purposes unrelated to this Lease and the transaction is not a subterfuge by Tenant to avoid its obligations under this Lease or the restrictions on assignment and subletting contained herein.

Subletting and Assignment. Tenant shall not assign this Leasenot, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of LandlordLandlord endorsed thereon, which may be withheld in Landlord’s sole discretion during list the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, nor assign this Lease or any interest thereunder, or sublet Premises or any part thereof, or permit the use of Premises by any party other than Tenant. In the event that during the term of this Lease, Tenant desires to sublease and introduces Landlord to a proposed replacement tenant for Tenant, which replacement tenant is of financial strength at least equal to that of Tenant (as determined by Landlord in its sole discretion) and has a use for Premises and a number of employees reasonably consistent with that of Tenant's operation, the Landlord may consider such replacement tenant and notify Tenant with reasonable promptness as to Landlord's choice, at Landlord's sole discretion, of the following: (1) That Landlord consents to a subleasing of Premises to such replacement tenant provided that Tenant shall operate to release Tenant from any remain fully liable for all of its obligations and liabilities under this Lease. Each sublease of Lease and provided further that Landlord shall be entitled to any profit obtained by Tenant from such subletting or assignment; or; (2) That upon such replacement tenant's entering into a mutually satisfactory new Lease for the Leased Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any portion thereof must contain a release unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant's obligations); or (3) That Landlord declines to consent to such sublease due to insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant's financial strength and proposed use of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)operations upon Premises. In no case may Tenant assign any options to sublessee(s) or assignee(s) hereunder, in form and content acceptable all such options being deemed personal to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this LeaseTenant only. Consent by Landlord to an assignment hereunder shall in no way operate as a waiver by Landlord of, or sublease in one instance shall not operate to release the requirement that or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord's consent from Landlord be obtained for to any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsubletting, transfer use or occupancy.

Subletting and Assignment. a. Tenant shall not assign this Lease, in whole or in part, Lease or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease thereof without obtaining in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without each instance the prior written consent of Landlord, which may be withheld in . Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate consent to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant▇▇▇▇▇▇’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord request to an assignment or sublease in one instance shall not operate be unreasonably withheld; provided, however, in determining whether or not to release give or withhold its approval of any proposed assignee or sublessee hereunder, Landlord shall be entitled to consider, without limitation, the requirement that consent creditworthiness of such proposed assignee or sublessee, the character and/or type of business of such proposed assignee or sublessee, the impact of such assignee or sublessee and its business on the image of the Project, and whether or not such assignee or sublessee will favorably coexist and mix with and not detract from the character and quality of the Project. b. If Tenant should desire to assign this Lease or sublet the Premises or any part thereof, Tenant shall make prior written request to Landlord, which request shall specify (i) the name and business of the proposed assignee or sublessee, (ii) the size and location of the space affected, (iii) the proposed effective date and duration of the assignment or sublease and (iv) the proposed rental or other consideration to be paid to Tenant by such assignee or sublessee. Landlord be obtained for any further or subsequent shall have a period of thirty (30) days following receipt of such notice within which to notify Tenant of its decision regarding the proposed assignment or sublease. Tenant shall pay all ▇▇▇▇▇▇ agrees to reimburse Landlord for Landlord’s reasonable attorney’s fees and expenses, including reasonable attorneys’ fees, costs incurred by Landlord in connection with the processing and documentation of any proposed request made pursuant to this section. c. The occupancy of the Premises by any division, subsidiary, affiliate or other related entity of Tenant or by any successor firm of Tenant or by any firm into which or with which Tenant may become merged or consolidated shall not require the prior written consent of Landlord but Tenant shall give to Landlord prior written notice of any such merger or consolidation. d. Any consent to subletting or assignment shall not be deemed a waiver of Landlord’s right to withhold its consent to any further subletting or assignment. Notwithstanding any permitted subletting or assignment, irrespective Tenant shall remain obligated to Landlord to discharge all the obligations of whether LandlordTenant herein contained and Landlord shall be afforded all remedies provided hereunder in the event of an uncured default by Tenant In the event of any permitted assignment of the Lease or any permitted subletting of the Premises by ▇▇▇▇▇▇, in addition to Tenant’s consent is other obligations hereunder, Tenant shall pay to Landlord the excess, if any, of (i) the rentals and all other charges or consideration of any nature actually received by Tenant from Tenant’s assignee or subtenant under the terms and provisions of such assignment or sublease or in fact granted.any manner connected therewith at the time such rentals and other charges are paid thereunder, over (ii) the total Rent paid by Tenant to Landlord hereunder, pro-rated based upon the number of square feet assigned or subleased, in the case of an assignment or a sublease of a portion, but not all, of the Premises

Subletting and Assignment. Tenant shall not assign not, without first obtaining the written consent of Landlord, assign, mortgage, pledge or encumber this Lease, Lease in whole or in part, or sublet sublease the Leased Premises or any portion part thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written which consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld. No This covenant shall be binding upon the legal representatives of Tenant and on every person to whom Tenant's interest under this Lease passes by operation of law. In the event Landlord shall consent to an assignment, or in the event of an assignment described in the immediately preceding sentence, Tenant named herein shall be relieved from the obligations and liabilities of this Lease accruing from and after the effective date of such assignment; however, nothing contained herein shall relieve Tenant's assignee from the obligations or liabilities of this Lease nor relieve Tenant's assignee from obtaining the consent of Landlord in the event of a further assignment or subletting. In the event that Tenant requests such an assignment or subletting, Landlord reserves the right to (a) approve said assignment or subletting without releasing Tenant from any liability pursuant to this Lease, or (b) to terminate this Lease, take back the Premises and release Tenant from the obligation to further perform under the terms and conditions of this Lease, or (c) in the event of a proposed subletting, to take back all floor space proposed to be sublet, in which event Tenant's Rent obligations hereunder shall be reduced in proportion to the square footage of the space so taken back, or (d) disapprove said assignment or subletting. Landlord shall have thirty (30) days from receipt of request for such assignment or subletting and of all information required hereunder in which to notify Tenant of its decision and shall notify Tenant in writing within said period of its decision. Landlord may enter into lease negotiations directly with such proposed subtenant or assignee. Notwithstanding that Tenant shall remain primarily liable under this Lease, any assignment or sublease consented to by Landlord shall operate to release Tenant from any of its obligations under this Lease. Each sublease provide that such assignee or sublessee shall assume all of the Leased Premises or any portion thereof must contain a release obligations of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereofTenant hereunder. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section Tenant shall, at its expense, strictly enforce the terms and conditions of this Lease against such assignee or sublessee. On demand, any assignee or subtenant shall make payments directly to Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord Any consideration payable in connection with any proposed subletting assignment or assignmentsublease, irrespective of whether Landlord’s consent is in fact grantedor any profit payable to Tenant on any assignment or sublease, shall be paid to Landlord as additional rent hereunder.

Subletting and Assignment. 13.1 Tenant shall not assign this Lease, in whole Lease or in partany of Tenant's rights or obligations hereunder, or sublet or permit anyone to occupy the Leased Premises or any portion part thereof, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or encumber the leasehold interest created by delayed. No assignment or transfer of this Lease in any manner (including the creation may be affected by operation of any security interest in law or other pledge of or lien upon the Leased Personal Property) otherwise without the Landlord's prior written consent. The consent of Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord, provided there is no single ownership entity or related entity which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months then owns more than 50% of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease subletting made without Landlord's consent shall at the option of Landlord be deemed an Event of Default under this Lease if not cured within thirty (30) days after notice from Landlord. Landlord's acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed (a) as a consent to or acceptance of such assignee, subtenant or occupant as a tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability for the performance of any obligation to be performed under this Lease by Tenant, or (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord's prior written consent to any subsequent assignment, subletting or occupancy. Tenant hereby assigns to Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant's performance of its obligations pursuant to this Lease; provided, however, Tenant shall have the right to collect such rent as long as Tenant is not in violation default under the terms of this Section shallLease beyond any applicable notice and cure period. Tenant authorizes each such assignee, at subtenant or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord’s option. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, be void Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall constitute a default not relieve Tenant of liability under this Lease. Consent by Landlord to an assignment or sublease in one instance Tenant shall not operate to release the requirement that mortgage this Lease without Landlord's consent, which consent from Landlord may be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. 13.1. Tenant shall not assign this Lease, in whole Lease or in partany of Tenant's rights or obligations hereunder, or sublet or permit anyone to occupy the Leased Premises or any portion part thereof, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or encumber the leasehold interest created by delayed. No assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord's prior written consent. The consent of Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by Tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord. Any attempted assignment or subletting made without Landlord's consent shall at the option of Landlord be deemed an Event of Default under this Lease. Landlord's acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed (a) as a consent to or acceptance of such assignee, subtenant or occupant as a tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability for the performance of any obligation to be performed under this Lease by Tenant, or (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord's prior written consent to any subsequent assignment, subletting or occupancy. Tenant hereby assigns to Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant's performance of its obligations pursuant to this Lease; provided, however, Tenant shall have the right to collect such rent as long as Tenant is not in Event of Default under the terms of this Lease. Tenant authorizes each such assignee, subtenant or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. In the event of Event of Default by any manner assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this Lease. Tenant shall not mortgage this Lease without Landlord's consent, which consent may be granted or withheld in Landlord's sole discretion. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay to Landlord a One Thousand and 00/100 Dollar ($1,000.00) processing fee as well as expenses (including the creation of reasonable attorneys' fees) incurred by Landlord in connection with Tenant's request for Landlord to give its consent to any security interest in assignment, subletting, occupancy or other pledge of mortgage, whether or lien upon the Leased Personal Property) without not Landlord consents thereto. 13.2. A corporate Tenant may, with the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheld. No , conditioned or delayed, assign this Lease to its parent or subsidiary, provided the same assignee assumes, in full, the obligations of Tenant under this Lease, and such assignment or sublease shall operate to release not relieve Tenant from any of its obligations hereunder. 13.3. If at any time Tenant intends to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give written notice to Landlord ("Sublease Proposal Notice") of the area proposed to be assigned or sublet (the "Proposed Sublet Space") and the term for which Tenant desires to sublet the Proposed Sublet Space, the name of the proposed subtenant or assignee and such other information as Landlord shall reasonably request. 13.4. After receipt of Tenant's Sublease Proposal Notice, Landlord shall also have the right, in its sole and absolute discretion, in addition to Landlord's rights in Section 13.1, to elect: (a) to consent to the proposed sublease or assignment, (b) to reject the proposed sublease or assignment, (c) to sublease the Proposed Sublet Space from Tenant for the term for which Tenant has proposed to sublet such space, or (d) to terminate this Lease with respect to the Proposed Sublet Space. Landlord shall exercise such right by sending Tenant written notice within fifteen (15) days after Landlord's receipt of the Sublease Proposal Notice. If Landlord elects to sublease the Proposed Sublet Space from Tenant, such sublease shall be at the same Basic Annual Rent and additional rent as Tenant is obligated to pay for such space under this Lease. Each sublease of Lease and otherwise upon the Leased Premises or any portion thereof must contain a release of same terms and waiver of claims against Landlord and the other Releasees (conditions as that term is defined are contained in this Lease), except that Landlord shall be entitled to sub-sublet the Proposed Sublet Space without Tenant's consent and without paying to Tenant any amount in form excess of the rent and content acceptable other charges payable to Tenant pursuant to its sublease with Landlord. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (1) Tenant shall tender the Proposed Sublet Space to Landlord on a date specified in Landlord's notice (which date shall not be more than sixty (60) days after the date of such notice) as if such specified date had been originally set forth in this Lease as the Expiration Date of the Lease Term with respect to the Proposed Sublet Space, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements (2) as to all policies portions of property insurance carried the Premises other than the Proposed Sublet Space, this Lease shall remain in connection with full force and effect except that the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court Basic Annual Rent payable pursuant to ARTICLE III shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleasereduced pro rata. Tenant shall pay all fees expenses of construction required to permit the operation of the Proposed Sublet Space separate from the balance of the Premises. If the Proposed Sublet Space constitutes the entire Premises and expensesLandlord elects to terminate this Lease, then (1) Tenant shall tender the Premises to Landlord on a date specified in Landlord's notice (which date shall not be more than sixty (60) days after the date of such notice), and (2) the Lease Term shall terminate on such specified date. Notwithstanding anything to the contrary in the foregoing provisions of this Section 13.4, Landlord shall not have the right to sublease the Proposed Sublet Space or to terminate this Lease with respect to the Proposed Sublet Space in the event Tenant proposes to assign this Lease to a corporation or other business entity into or with which Tenant shall be merged or consolidated, or to which substantially all of the assets of Tenant may be transferred, provided that such successor entity has assumed in writing all of the obligations and liabilities of Tenant under this Lease. 13.5. In the event Landlord does not exercise its rights to sublet the Proposed Sublet Space from Tenant or to terminate this Lease with respect thereto, Tenant shall be entitled to seek Landlord's consent to an acceptable assignee or subtenant for the Proposed Sublet Space, for a sublease term no longer than that set forth in the Sublease Proposal Notice, such consent not to be unreasonably withheld, conditioned or delayed. Such consent or permission pursuant to Section 13.1 may be withheld if (a) the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Building, (b) Tenant is in Event of Default under this Lease, (c) the Proposed Sublet Space is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes, (d) in the reasonable judgment of Landlord, the assignee or sublessee does not have the financial capacity or experience to undertake the obligations of this Lease or the sublease, or (e) such a sublease or assignment would violate any term or condition of any covenant or agreement of Landlord involving the Building, or any other tenant lease within the Building. In the event such assignment or sublease for the assignee or subtenant designated in Tenant's Sublease Proposal Notice (which assignment/sublease and assignee/subtenant are acceptable to and approved by Landlord) has not been executed by Tenant and submitted to Landlord within one hundred fifty (150) days from the date of Tenant's Sublease Proposal Notice, Tenant shall not be entitled to enter into such assignment or sublease without first submitting a new Sublease Proposal Notice to Landlord and affording Landlord an opportunity to exercise its rights as set forth in Section 13.4, including its subletting or termination rights. 13.6. If any sublease, assignment or other transfer (whether by operation of law or otherwise and whether consented to or not) provides that the subtenant, assignee or other transferee is to pay any amount in excess of the rent and other charges due under this Lease (except rent or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the Premises by Tenant for the subtenant or assignee, and other reasonable attorneys’ fees, incurred by Landlord in connection with any proposed expenses incident to the subletting or assignment, irrespective of including standard leasing commissions), then whether Landlord’s consent such excess is in fact grantedthe form of an increased monthly or annual rent, a lump sum payment, payment for the sale, transfer or lease of Tenant's fixtures, leasehold improvements, furniture and other personal property, or any other form (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), then Tenant shall pay to Landlord fifty percent (50%) of any such excess as additional rent upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant's receipt thereof. Tenant expressly waives any right that it might have to retain such fifty percent (50%) of the excess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant's books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be effected on a form approved by Landlord. 13.7. Any sublease or assignment shall require Tenant and Subleasee/Assignee to execute Landlord's standard Consent to Sublease or Consent to Assignment document.

Subletting and Assignment. 44.1 In Section 4.1, in the twenty-fourth line, after 'Lease' insert ", beyond any applicable cure period,". 44.2 Provided Tenant is not then in monetary default of any of the terms or conditions of this Lease, beyond applicable cure periods, then notwithstanding anything to the contrary in the first sentence of Section 4.1, Tenant shall not be required to obtain Landlord's consent to assign this LeaseLease or sublet all or any part of the Demised Premises to any parent, in whole subsidiary or in partaffiliated company, or sublet any company that results from a merger or consolidation with Tenant or to any entity that acquires all of Tenant's assets as a going concern of the Leased Premises or any portion thereofbusiness of Tenant, or encumber as long as the leasehold interest created by this Lease in any manner (including assignee/sublessee is a bona fide entity and assumes the creation obligations of Tenant, but Tenant immediately shall furnish Landlord with written notice and a fully-executed copy of any security interest in such assignment or other pledge sublease agreement, together with a floor plan of the sublet area. Any such assignment or lien upon subletting shall be subject to the Leased Personal Property) without remaining provisions of Sections 4.1, 4.3, 4.4, 4.6 and 4.7. 44.3 Provided Tenant first obtains the prior written consent of Landlord, which may be withheld the Landlord to such sublease or assignment as required by Section 4 and further provided that Tenant is not in Landlord’s sole discretion during default beyond the first twenty-four full calendar months applicable cure period of any of the Termterms or conditions of this Lease on the date each rent payment is due pursuant to such sublease or assignment, then notwithstanding Section 4.3, only Fifty Percent (50%) of any rent and thereafter will not be unreasonably withheld. No other consideration accruing to Tenant as a result of each such sublease or assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease which is in excess of the Leased pro rated portion of Base Annual Rent and Additional Rent then being paid by Tenant for the Demised Premises or any portion thereof must contain a release being sublet pursuant to said sublease or assignment shall be paid by Tenant to Landlord monthly as Additional Rent. Tenant shall be permitted to deduct the reasonable advertising costs, reasonable brokerage commissions and reasonable remodeling costs in calculating Landlord's share of the net excess rent and waiver other consideration to be paid to Landlord pursuant to this Section. Tenant shall provide documentation of claims against such expenses to Landlord at the time Tenant requests Landlord's giving consent to the subletting or assignment. 44.4 In Section 4.2, in the third and fourth lines, delete 'ninety (90)' and substitute "thirty (30)"; and in both the other Releasees (as that term is defined in this Leasesixth and seventh lines, after 'Premises' insert "for the remaining Lease Term only". 44.5 In Section 4.5(a), in form the first line, after 'transferee', insert ",in those instances in which Landlord's recapture rights may be applicable pursuant to Section 4.2,"; and content acceptable in the third line, before 'request' insert "reasonably". 44.6 In Section 4.5(b), in the first line, after 'transferee', insert ",in those instances in which Landlord's recapture rights may be applicable pursuant to LandlordSection 4.2,". 44.7 Section 4.5(g) is deleted entirely. 44.8 In Section 4.5(h), and must require after 'default,' insert "beyond any applicable cure period,". 44.9 In Section 4.7, in the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on executionfirst line, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under after 'Lease,' insert "beyond any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedapplicable cure period,".

Subletting and Assignment. Tenant (a) Except for subleases to concessionaires made in the ordinary course of operating the Project, Lessee shall not sell, assign this Lease, in whole or in part, or sublet the Leased Premises transfer all or any portion thereof, of its leasehold estate or encumber the leasehold interest created by this Lease in sublet all or any manner (including the creation portion of any security interest in or other pledge of or lien upon the Leased Personal Property) , nor license the use of the Marks, without first obtaining the prior written consent of LandlordLessor. In the event of an assignment or subletting by Lessee which is approved by Lessor, which may Lessee shall nevertheless remain fully liable for the due performance of all obligations on Lessee's part to be withheld performed under this Lease. No permitted assignment, sale or transfer shall be effective until there shall have been delivered to Lessor an undertaking in Landlord’s sole discretion during recordable form, executed by the first twenty-four full calendar months proposed assignee or sublessee, wherein such assignee or sublessee assumes the due performance of all obligations on Lessee's part to be performed under this Lease. (b) Lessee, as the debtor in possession, or the trustee for Lessee (collectively the "Trustee") in any proceeding under Title 11 of the TermUnited States Bankruptcy Code relating to Bankruptcy, as amended (the "Bankruptcy Code"), shall not have the right to assign this Lease or sublet the Leased Property to an assignee or sublessee that (i) is a competitor of Lessor or (ii) is not a capable, reliable, qualified Person of good reputation and thereafter will not be unreasonably withheld. No assignment or sublease shall operate character with the financial capacity to release Tenant from any of its satisfy Lessee's obligations under this Lease. Each sublease of The Trustee shall not have the right to assign this Lease or sublet the Leased Premises or any portion thereof must contain Property to a release of and waiver of claims against Landlord and the other Releasees (as real estate investment trust that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on executionis, or other legal processintends to be, every transfer in bankruptcy, every transfer by merger, consolidation, publicly traded. (c) The Trustee shall have the right to assume Lessee's rights and obligations under this Lease only if the Trustee: (a) promptly cures or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under provides adequate assurance that the Trustee will promptly cure any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment ; (b) compensates or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.provides adequate

Subletting and Assignment. Tenant shall not assign this Leasenot, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which may term shall be withheld in Landlord’s sole discretion during deemed to include the first twenty-four full calendar months granting of concessions, licenses and the like), all or any part of the Term, and thereafter will not be unreasonably withheld. No assignment Property or sublease shall operate to release Tenant from suffer or permit this Agreement or the leasehold estate created hereby or any of its obligations other rights arising under this Lease. Each sublease of the Leased Premises Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)encumbered, in form and content acceptable to Landlordwhole or in part, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on executionwhether voluntarily, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or occupancy of the Property by anyone other than Tenant, or the Property to be offered or advertised for assignment or subletting. Notwithstanding the foregoing, Tenant may, without the need for Landlord's consent, assign its interest in this Lease (a "PERMITTED ASSIGNMENT") to any Affiliated Person so long as (i) Tenant shall promptly furnish Landlord with fully executed counterparts of any such assignment after consummation thereof which assignment shall include an agreement by the assignee, in form reasonably satisfactory to Landlord, to be bound by all of the terms of this Lease, and (ii) there shall not be an Event of Default at the effective date of such Permitted Assignment. Tenant shall also be permitted, without the need for Landlord's consent but upon prior notice to Landlord (including delivery of a controlling interest in Tenantcopy of such sublease), to enter into any sublease with any Affiliated Party provided that such sublease shall expire upon any event pursuant to which the sublessee thereunder shall cease to be an Affiliated Party. Any assignment or sublease to an Affiliated Party may, at Landlord's election, be deemed terminated if during the term of this Lease such assignee or sublessee shall cease to be an Affiliated Party. If this Agreement is assigned or if the Property or any part thereof is sublet, Landlord may collect the rents from such assignee or subtenant, as the case may be, and every transfer under any compulsory procedure or order of court apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed to constitute an “assignment” within a waiver of the meaning provisions set forth in the first paragraph of this Lease. Any attempted assignment or sublease in violation of this Section shallSECTION 16.1, at Landlord’s option, be void and shall constitute a default under this Lease. Consent the acceptance by Landlord to an assignment of such assignee or sublease subtenant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedthis Agreement.

Subletting and Assignment. Tenant shall not assign this Leasenot, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during list the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, nor assign this Lease or any interest thereunder, or sublet Premises or any part thereof, or permit the use of Premises by any party other than Tenant. In the event that during the term of this Lease, Tenant desires to sublease and introduces Landlord to a proposed replacement tenant for Tenant, which replacement tenant has a good reputation, is of financial strength at least equal to that of Tenant (as determined by Landlord in its sole discretion) and has a use for Premises and a number of employees reasonably consistent with that of Tenant's operation, the Landlord may consider such replacement tenant and notify Tenant with reasonable promptness as to Landlord's choice, at Landlord's sole discretion, of the following: (1) That Landlord consents to a subleasing of the Premises or assignment of the lease to such replacement tenant provided that Tenant shall operate to release Tenant from any remain fully liable for all of its obligations and liabilities under this LeaseLease and provided further that Landlord shall be entitled to any profit obtained by Tenant from such subletting or assignment; or; (2) That upon such replacement tenant's entering into a mutually satisfactory new Lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant's obligations); or (3) That Landlord declines to consent to such sublease or assignment due to insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant's reputation, financial strength and proposed use of and operations upon Premises; or (4) That Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. Each sublease In either such event Tenant shall surrender possession of the Leased Premises Premises, or any the portion thereof must contain which is the subject of Tenant's request on the date set forth in a release notice from Landlord in accordance with the provisions of and waiver this lease relating to the surrender of claims against Landlord and the other Releasees Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as that term is defined in computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), in form and content acceptable without any liability to LandlordTenant. In no case may Tenant assign any options to sublessee(s) or assignee(s) hereunder, and must require the subtenant’s property insurer all such options being deemed personal to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this LeaseTenant only. Consent by Landlord to an assignment hereunder shall in no way operate as a waiver by Landlord of, or sublease in one instance shall not operate to release the requirement that or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord's consent from Landlord be obtained for to any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsubletting, transfer, use or occupancy.

Subletting and Assignment. A. Landlord's and Tenant's agreement with regard to Tenant's right to transfer all or part of its interest in the Premises is as expressly set forth in this Article 16. Tenant agrees that, except upon Landlord's prior written consent, which consent shall not assign (subject to Landlord's rights below) be unreasonably withheld, conditioned or delayed, neither this Lease, in whole or in part, or sublet the Leased Premises Lease nor all or any portion thereof, or encumber part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by this Lease operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively, an "assignment") and neither the Premises nor any manner part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (including the creation of any security interest in collectively, a "sublease"). Any assignment or other pledge of or lien upon the Leased Personal Property) subletting without the Landlord's prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s 's option, be void and shall constitute a default by Tenant hereunder entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease. Consent by Landlord Lease and at law. B. In the event that during the Term, Tenant desires to an assign this Lease or sublease the Premises or any portion thereof, Tenant shall give notice thereof to Landlord, which notice shall name the proposed assignee or subtenant and include all material information with respect thereto, as well as the proposed assignment or sublease in one instance agreement, and such other information as Landlord shall reasonably require. Landlord shall not operate unreasonably withhold its consent to release the requirement that consent from Landlord be obtained for any further or subsequent proposed assignment or subleasesubletting, but Landlord may, in its sole and absolute discretion, exercise the right set forth in subparagraph (3) below. Landlord shall notify Tenant shall pay all fees within thirty (30) days of Landlord's receipt of Tenant's notice as to which of the following actions Landlord elects to take: (1) Landlord consents to the proposed assignment or subleasing, subject to execution of Landlord's reasonable consent form by Tenant and expensesthe proposed assignee or subtenant; (2) Landlord declines to consent to such assignment or subletting, including and stating the reasonable attorneys’ feesreasons for Landlord's decision, incurred by such as, without limitation, insufficient or unsatisfactory documentation furnished to Landlord in connection with any to establish Tenant's reputation, financial strength and/or proposed subletting or assignment, irrespective use of whether Landlord’s consent is in fact granted.and operations upon the Premises; or

Subletting and Assignment. A. Tenant shall will not assign this Lease, in whole sublet all or in part, or sublet any part of the Leased Premises or transfer possession or occupancy thereof to any portion thereofperson, firm or encumber the leasehold interest created by entity or transfer or assign this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which consent may not be withheld unreasonably by Landlord. No subletting or assignment hereof shall be effected by operation of law or in any other manner except with the prior written consent of Landlord’s sole discretion during . If Tenant is a corporation, other than a public corporation (one whose voting stock is listed on a national securities exchange as defined in the first twenty-four full calendar months Securities Exchange Act of 1934), then the sale, issuance or transfer of any voting capital stock of Tenant, by the person, persons or entities owning a controlling interest therein as of the Termdate of this Lease or which results in a change in the voting control of Tenant, shall be deemed to be an assignment of this Lease within the meaning of this Section 13. If Tenant is a partnership or a limited liability company, the sale or transfer of all or a part of the partnership share of any general partner or a member's interest shall be deemed to be an assignment of this Lease within the meaning of this Section 13. Tenant further agrees that any permitted subletting of the Leased Premises shall be subject to the provisions of Paragraph 13.C below. Tenant shall promptly pay to Landlord at the time consent is requested the estimated amount of Landlord's reasonable costs and thereafter will not expenses to be unreasonably withheld. No incurred in connection with the review of the assignment or sublease including, but not limited, to reasonable attorneys' fees and costs and Tenant shall be responsible for payment of all such actual and reasonable costs upon completion of such review. Any subletting or assignment consented to by Landlord shall be evidenced in writing in a form reasonably acceptable to Landlord. Consent by Landlord to any assignment or subletting by Tenant shall not operate as a waiver of the necessity for obtaining Landlord's consent in writing to release Tenant any subsequent assignment or subletting nor shall the collection or acceptance of rent from any such assignee, subtenant or occupant constitute a waiver or release of its obligations under Tenant of any covenant or obligation contained in this Lease. Each Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay such rent directly to Landlord upon notice from Landlord that Tenant is in default of this Lease. B. Tenant shall give to Landlord notice of Tenant's desire to sublease or assign the Lease together with relevant financial and general information about the potential subtenant or assignee and an assignment or sublease executed by all parties but Landlord in order to secure Landlord's written consent. Within thirty (30) days of receipt of said notice, Landlord shall have the right (i) to consent to the proposed sublease or assignment with or without conditions, (ii) to reject the proposed sublease or assignment, (iii) to terminate this Lease and to enter into a new lease with Tenant for the portion of the Leased Premises Tenant retains upon terms to be mutually agreed upon, or (iv) to sublease from Tenant at the same rental rate and subsequently to re-let that portion of the Leased Premises that Tenant desires to relinquish. If Landlord exercises its right to terminate this Lease, Tenant agrees that Landlord shall have access to the applicable portion of the Leased Premises at least thirty (30) days prior to the effective date of termination for remodeling or redecorating purposes. C. If Landlord does not exercise its right to terminate this Lease and Landlord has granted its written consent, then Tenant may sublet all or a portion of the Leased Premises. Any rent accruing to Tenant as a result of such sublease which exceeds the proportionate share of Rent then being paid by Tenant for the area of the Leased Premises being sublet, shall be paid by Tenant to Landlord monthly, as Additional Rent. D. In the event of any subletting of the Leased Premises or any portion thereof must contain a release assignment of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer Lease by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure with or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shallwithout Landlord's consent, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay remain liable to Landlord for payment of the Rent stipulated herein and all fees other covenants and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedconditions contained herein.

Subletting and Assignment. Tenant shall not 7.1 Upon the terms and condition set forth in this section 7, Subtenant may assign this entire Lease or sublet the entire Premises to any financially responsible party, subject, however, to all of the provisions of this Lease and section 7.3 below. 7.2 For the purposes of this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation transfer of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months more than 49 percent of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate ownership interests in Subtenant (considered on an aggregate basis from the current ownership structure of Subtenant) prior to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer effective date of a controlling interest in TenantRegistration Statement on Form S-1 filed by Subtenant pursuant to the Securities Act of 1933, and every transfer under any compulsory procedure or order of court as amended. shall be deemed to constitute be an “assignment” within assignment requiring the meaning consent of Sublandlord. 7.3 Subtenant may assign this Lease or sublet the Premises subject to Sublandlord's prior written consent, which consent shall not unreasonably be withheld, on the basis of the following terms and conditions: (i) It is agreed that any assignment or sublease of any kind executed by Subtenant from time to time, or the acceptance of Basic Rent or Operating Expenses from such assignee or subtenant, shall not affect the obligations of Subtenant hereunder, and in no event and under no circumstances shall same release or discharge Subtenant from its obligations as Subtenant under this Lease and Subtenant shall be remain liable for the observance of all of the covenants and provisions of this Lease, including but not limited to paying the Basic Rent and Operating Expenses throughout the term of this Lease or any extension hereof. The acceptance, in and of itself, of any Basic Rent and Operating Expenses from any subtenant and/or assignee shall not be deemed a waiver of this covenant, or release Subtenant from its obligations hereunder. (ii) Subtenant herewith guarantees to Sublandlord the prompt payment all Basic Rent and Operating Expenses, including any Basic Rent and Operating Expenses which shall become due and owing to Sublandlord from any assignee or subtenant and the full performance of said assignee or subtenant of all the covenants, conditions, terms, and obligations of this Lease. Any attempted assignment Subtenant further warrants Sublandlord that if any assignee shall fail to pay any installment of Basic Rent or sublease in violation Operating Expenses when due, Subtenant, upon receipt of this Section shallten (10) days written notice thereof from Sublandlord, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay and satisfy all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting of the arrearages Basic Rent or assignment, irrespective Operating Expenses. (iii) The assignee or subtenant shall actually take occupancy of whether Landlord’s consent is in fact grantedthe Premises.

Subletting and Assignment. Tenant shall not enter into any Occupancy Arrangement, either voluntarily or by operation of law without the prior consent of Landlord, which consent will not be unreasonably withheld. Without limiting the generality of the foregoing, in no event shall Tenant enter into negotiations to sublet all or any part of the Premises or to assign this Lease, offer to so sublet or assign or so sublet or assign to any tenant or occupant of the Building or to any party with whom Landlord is then negotiating with respect to space in the Building. If Tenant intends to enter into an Occupancy Arrangement, Tenant shall so notify Landlord in writing, stating the name of (and providing a financial statement with respect to) the Person with whom Tenant intends to enter into such Arrangement, the material terms of the Occupancy Arrangement and a precise description of the portion of the Premises intended to be subject thereto. Within twenty-one (21) days of receipt of such writing, Landlord shall either (i) consent to such Occupancy Arrangement, such consent not to be unreasonably withheld, or (ii) deny consent to such Occupancy Arrangement. Landlord’s failure to respond within such twenty-one (21) day period shall be deemed consent to the Occupancy Arrangement. If Tenant proposes to assign this Lease or sublet more than fifty percent (50%) of the Premises for substantially the remainder of the Term, other than in a transaction under which Landlord’s consent is not required, Landlord may elect to terminate this Lease in the case of an assignment or, in case of a sublease, terminate this Lease with respect to the portion of the Premises intended to be subject thereto, such election to be made by notice within such twenty-one (21) day period, such termination to be effective as of the date such assignment or sublease would have commenced. If Landlord so terminates this Lease in whole or in part, all Rent shall be adjusted as of the day the Premises (or sublet the Leased Premises or any portion thereof, or encumber ) are redelivered to Landlord. Any portion of the leasehold interest created by Premises so redelivered shall be in its then as-is condition. If Landlord elects to terminate this Lease in whole or in part pursuant to the foregoing, Landlord shall be responsible, at its sole cost and expense, for constructing and installing any manner demising walls necessary to demise the recaptured portion of the Premises from the portion of the Premises retained by Tenant. If the Landlord consents to an Occupancy Arrangement, Tenant shall (including i) enter into such Occupancy Arrangement on the creation terms described to Landlord within thirty (30) days of Landlord’s consent or comply again with the terms of this Section and (ii) remain liable for the payment and performance of the terms and covenants of this Lease. If Tenant enters into such an Occupancy Arrangement, Tenant shall pay to Landlord when received fifty percent (50%) of the excess, if any, of amounts received in respect of such Occupancy Arrangement over the Rent. For the purpose of the preceding sentence, amounts received by Tenant in respect of such Occupancy Arrangement shall be deemed to include (a) any costs assumed or paid by the subtenant or assignee thereunder (such as brokerage commissions, tenant improvements and other expenses) which are normally are paid by landlords or sub-landlords in comparable transactions and (b) any sums paid for the sale, rental or use of any security interest of Tenant’s personal property (in case of a sale only, reduced by Tenant’s depreciated basis thereof for federal income tax purposes). In calculating any excess rent payable by Tenant to Landlord pursuant to this provision, Tenant shall first be entitled to deduct brokerage commissions and/or legal fees paid by Tenant in connection with the assignment or sublease and any costs incurred by Tenant to prepare the Premises of occupancy by such subtenant or assignee. Landlord’s consent shall not be required with respect to (i) any transfers of direct or indirect ownership interests in Tenant or its Affiliates in the public markets, (ii) any assignment or subletting to a parent, subsidiary or other pledge Affiliate, (iii) any assignment or subletting in connection with a sale of substantially all the assets of Tenant or lien upon a merger, consolidation, reorganization or other corporate transaction provided that in the Leased Personal Propertycase of transactions described in clause (iii), the successor entity has at least the same tangible net worth as Tenant immediately prior to such transaction, provided, however, that if the successor to Tenant does not have a tangible net worth computed in accordance with generally accepted accounting principles at least equal to the lesser of Tenant’s tangible net worth as of the date hereof or immediately prior to such transaction, Tenant shall either (a) without the obtain Landlord’s prior written consent to such transaction, as provided above, or (b) increase the Security Deposit under Section 24.01 by an amount equal to the sum of Landlordthree (3) months’ Basic Rent then in effect under the Term (iv) any collateral assignment as security in connection with a financing transaction, which may be withheld in or (v) any assignment or subletting to a joint venture party or other party with whom Tenant or any of its Affiliates have a contractual or other business relationship. Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall be required for any other assignment or subletting but shall not be unreasonably withheld, conditioned or delayed. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)Moreover, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court consent shall be deemed granted to constitute an “assignment” the extent Landlord fails to respond to any request for consent, sent in accordance with Section 25.02, within thirty (30) business days following delivery of the meaning of this Lease. Any attempted request and applicable information relating to the assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsubletting.

Subletting and Assignment. Tenant shall will not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereofpart thereof or transfer possession or occupancy thereof or rent desk space therein to any person, firm or corporation or transfer or assign or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may consent shall not unreasonably be withheld in withheld, conditioned or delayed, nor shall any subletting or assignment thereof be effected by operation of law or otherwise without the prior written consent of Landlord’s sole discretion during . In the first twenty-four full calendar months event Tenant desires to sublet or assign all or any portion of the TermPremises, Tenant shall give Landlord thirty (30) days' written notice of Tenant's intention to do so. Within thirty (30) days after receipt of said notice, Landlord shall have the right to sublet the Premises from Tenant at the same rental stipulated herein. If Tenant's notice to Landlord states that Tenant desires to sublet or assign all of the Premises, Landlord shall have the additional right to terminate this Lease within such thirty (30) day period and thereafter will to re-lease the Premises. Tenant shall have the right to assign or sublease the Premises to other affiliated entities engaged in college-related business activities and functions, including but not limited to, student loan processing and other functions involving document preparation and/or review relating to student records. Any sublease or assignment to other affiliated entities shall not be unreasonably withheld. No assignment or sublease shall operate subject to release Tenant from any of its obligations under Landlord's right to terminate this Lease. Each sublease In the event Landlord has not exercised its right to either terminate this Lease or to sublet from Tenant as aforesaid, Tenant may sublet the Premises after first obtaining the written consent of Landlord, but, in any event, Landlord may for any reason withhold its consent to any assignment, subletting or transfer. Further, no such assignment or subletting nor the Leased Premises consent of Landlord thereto shall release, discharge or any portion thereof must contain a release affect the liability of and waiver of claims against Landlord and the other Releasees (Tenant, as that term is defined provided in this Lease), in form and content acceptable to Landlord, and must require for the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Leasefull term hereof. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent consent by Landlord to an assignment or sublease in one instance subletting of this Lease shall not operate constitute a waiver of the necessity for such consent as to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleasesubletting. If Tenant is a corporation, unincorporated association, partnership or limited liability company, and Tenant shall, without the prior written consent of Landlord, transfer, assign or hypothecate any stock or interest in such corporation, association, partnership or limited liability company so as a result in a change in the control thereof by the person, persons or entities owning a controlling interest therein as of the date of this Lease, then Landlord shall have the option to terminate this Lease at any time after actual notice of such change by giving Tenant at least sixty (60) days prior written notice and, on the date fixed in such notice for termination of this Lease, this Lease shall expire and come to end with the same effect as if said date were originally set forth in this Lease for expiration of the term. The mere receipt by Landlord of rent from a party other than Tenant shall pay all fees not be deemed actual notice of any change in control or ownership of Tenant. This provision shall not be applicable to the transfer of any stock or interest in such corporation, association or partnership to a member of the immediate family of any person(s) owning as of the date of this Lease a controlling interest therein (i.e., the spouse and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting direct lineal ancestor or assignment, irrespective descendant of whether Landlord’s consent is in fact grantedsuch person or such person's spouse).

Subletting and Assignment. Tenant shall Lessee may not assign this Leasesublet, in whole or in partassign, pledge, or sublet mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any part of the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the Lessor’s prior written consent of Landlord, approval which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld. No Sublessee’s financial strength, reputation, personnel, and length of sublease or assignment shall be important factors in Lessor’s approval. Subject to the following paragraph, sale, transfer, or merger of the majority of the voting shares or voting partnership interests in Lessee (if a corporation or partnership) shall be considered an assignment; likewise for issuance of treasury stock or admission of a new general partner. However, if Lessor gives such approval, Lessor shall be entitled to, after subtracting any costs incurred by Lessee in connection with such transfer, 50% of any excess between Lessee’s rental per square foot under the lease and the rental per square foot under the sublease or assignment. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee a one-time fee equal to $750 plus actual out-of-pocket expenses, for such additional administrative, investigative, and management services. Violation of this lease by sublessees or assignees shall operate to be deemed a violation by ▇▇▇▇▇▇. Approval by Lessor of any sublease or assignment shall not release Tenant Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of its Lessee’s obligations under this Leaselease unless otherwise specified in writing. Each Upon default by ▇▇▇▇▇▇, any Sublessee shall pay all sublease rentals and other sums due Lessor, direct to Lessor, to be credited against sums owed to Lessor by Lessee under this lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the sublessee or assignee agrees in writing to be liable for all of Lessee’s obligations under this lease, and (3) Lessor’s written approval is attached to the sublease or assignment. At any time, Lessor may, at Lessor’s option, release Lessee from further liability for all or any portion of Lessee’s Office Space that has been subleased or assigned to a third party; and Lessor may terminate the lease to the extent that it applies to such space and enter into a new direct lease with such assignee or sublessee. Notwithstanding anything to the contrary set forth above, Lessee may, with prior written notice to Lessor but without the prior written approval of Lessor and without being subject to any of the provisions of the preceding paragraph, sublet or assign this lease or grant licenses, commissions, or other rights of occupancy to all or any part of the Leased Premises to the parent entity of Lessee, to any affiliate or wholly owned subsidiary of either Lessee or its parent entity, to any portion thereof must contain entity succeeding to substantially all of the assets of Lessee as a release result of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy a consolidation or sale on executionmerger, or other legal processto any entity to which all or substantially all of the assets or voting capital stock of Lessee have been sold or transferred (the foregoing shall collectively be referred to herein as a “Permitted Transfer”). Any such sublessee or assignee shall be bound by all of the terms, every transfer covenants and provisions set forth herein. Lessee (except in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer the event of a controlling interest in Tenant, merger where the assignee becomes the surviving entity) and every transfer under any compulsory procedure such sublessee or order of court assignee shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or jointly and severally liable hereunder after any such sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant (a) Lessee shall not sell, assign this Lease, in whole or in part, or sublet the Leased Premises transfer all or any portion thereof, of its leasehold estate or encumber the leasehold interest created by this Lease in sublet all or any manner (including the creation portion of any security interest in or other pledge of or lien upon the Leased Personal Property) Property without first obtaining the prior written consent of LandlordLessor, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not to be unreasonably withheld, conditioned or delayed. In the event of an assignment or subletting by Lessee which is approved by Lessor, Lessee shall nevertheless remain fully liable for the due performance of all obligations on Lessee’s part to be performed under this Lease. No assignment permitted assignment, sale or sublease transfer shall operate be effective until there shall have been delivered to release Tenant from any Lessor an undertaking in recordable form, executed by the proposed assignee or sublessee, wherein such assignee or sublessee assumes the due performance of its all obligations on Lessee’s part to be performed under this Lease. Each sublease must satisfy the requirements of Section 35.3 and Section 35.4. (b) Lessee, as the debtor in possession, or the trustee for Lessee (collectively, the “Trustee”) in any proceeding under Title 11 of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and United States Bankruptcy Code relating to Bankruptcy, as amended (the other Releasees (as that term is defined in this Lease“Bankruptcy Code”), in form shall not have the right to assign this Lease or sublet the Leased Property to an assignee or sublessee that (i) is a competitor of Lessor or (ii) is not a capable, reliable, qualified Person of good reputation and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection character with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer financial capacity to satisfy Lessee’s obligations under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment The Trustee shall not have the right to assign this Lease or sublease in violation of sublet the Leased Property to a real estate investment trust that is, or intends to be, publicly traded. (c) The Trustee shall have the right to assume Lessee’s rights and obligations under this Section shall, at Landlord’s option, be void and shall constitute a Lease only if the Trustee: (a) promptly cures or provides adequate assurance that the Trustee will promptly cure any default under this Lease; (b) compensates or provides adequate assurance that the Trustee will promptly compensate Lessor for any actual pecuniary loss incurred by Lessor as a result of Lessee’s default under this Lease; and (c) provides adequate assurance of future performance under this Lease. Consent Adequate assurance of future performance by Landlord the proposed assignee shall include, as a minimum, that: (i) any proposed assignee of this Lease shall provide to Lessor an audited financial statement, dated no later than six (6) months prior to the effective date of such proposed assignment or sublease with no material change therein as of the effective date, which financial statement shall show the proposed assignee has sufficient financial capacity to fulfill its obligations under this Lease, or, in one instance the alternative, the proposed assignee shall not operate provide a guarantor of such proposed assignee’s obligations under this Lease, which guarantor shall provide an audited financial statement meeting the requirements of (i) above and shall execute and deliver to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees Lessor a guaranty agreement in form and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with substance acceptable to Lessor; and (ii) any proposed subletting assignee shall grant to Lessor a security interest in favor of Lessor in all furniture, fixtures, and other personal property to be used by such proposed assignee in the Leased Property. All payments required of Lessee under this Lease, whether or assignmentnot expressly denominated as such in this Lease, irrespective shall constitute rent for the purposes of whether Landlord’s consent is in fact grantedTitle 11 of the Bankruptcy Code. (d) The parties agree that for the purposes of the Bankruptcy Code relating to (a) the obligation of the Trustee to provide adequate assurance that the Trustee will “promptly” cure defaults and compensate Lessor for actual pecuniary loss, the word “promptly” shall mean

Subletting and Assignment. a. Tenant shall not assign this Lease, in whole or in part, Lease or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease thereof without obtaining in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without each instance the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate Land▇▇▇▇'▇ ▇onsent to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord Tena▇▇'▇ ▇equest to an assignment or sublease in one instance shall not operate be unreasonably withheld; provided, however, in determining whether or not to release give or withhold its approval of any proposed assignee or subleassee hereunder, Landlord shall be entitled to consider, without limitation, the requirement that consent creditworthiness of such proposed assignee or subleassee, the character and/or type of business of such proposed assignee or subleassee, the impact of such assignee or subleassee and its business on the image of the Project, and whether or not such assignee or subleassee will favorably coexist and mix with and not detract from the character and quality of the Project. b. If Tenant should desire to assign this Lease or sublet the Premises or any part thereof, Tenant shall make prior written request to Landlord, which request shall specify (I) the name and business of the proposed assignee or subleassee, (ii) the size and location of the space affected, (iii) the proposed effective date and duration of the assignment or sublease and (iv) the proposed rental or other consideration to be paid to Tenant by such assignee or subleassee. Landlord be obtained for any further or subsequent shall have a period of thirty (30) days following receipt of such notice within which to notify Tenant of its decision regarding the proposed assignment or sublease. Tenant shall pay all Tena▇▇ ▇▇▇ees to reimburse Landlord for Landlord's reasonable attorney's fees and expenses, including reasonable attorneys’ fees, costs incurred by Landlord in connection with the processing and documentation of any proposed request made pursuant to this section. c. The occupancy of the Premises by any division, subsidiary, affiliate or other related entity of Tenant or by any successor firm of Tenant or by any firm into which or with which Tenant may become merged or consolidated shall be deemed an assignment of this Lease requiring the prior written consent of Landlord in accordance with this section. d. Any consent to subletting or assignment shall not be deemed a waiver of Landlord's right to withhold its consent to any further subletting or assignment. Notwithstanding any permitted subletting or assignment, irrespective Tenant shall remain obligated to Landlord to discharge all the obligations of whether Landlord’s consent is Tenant herein contained and Landlord shall be afforded all remedies provided hereunder in fact granted.the event of an uncured default by Tena▇▇. ▇▇ the event of any permitted assignment of the Lease or any permitted subletting of the Premises by Tena▇▇, ▇▇ addition to Tena▇▇'▇ ▇ther obligations hereunder, Tenant shall pay to Landlord the excess, if any, of (I) the rentals

Subletting and Assignment. Tenant shall not assign be entitled to assign, transfer, or encumber this Leaselease, in or any part thereof, or any of Tenant's title or interest therein or thereto or sublet the whole or in part, any part of the Leased Premises or sublet permit the Leased Premises or any portion thereofpart thereto to be used by another without conforming to the terms herein contained, or encumber the leasehold interest created by this Lease and in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) event without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheldwithheld or delayed. No assignment Landlord's refusal of consent shall be deemed reasonable (without in any way restricting Landlord's right to refuse its consent on other reasonable grounds) under the following circumstances: I. The consent of Landlord to any such assignment, transfer, encumbrance, subletting and/or use shall not constitute a waiver of this Article and shall not be deemed to permit any further assignment, transfer, encumbrance, subletting or sublease use by another. Notwithstanding any such assignment, transfer, encumbrance, subletting and/or use, Tenant shall operate remain jointly and severally without benefit of division or discussion, responsible for the performance of all the terms and conditions of the present lease for the residue of the Term and any renewal thereof. If the Tenant wishes to release so sublet or assign, it must submit to the Landlord a copy of the offer to sublet or assign, together with a request for consent of the Landlord. Should the net rent per square foot to be paid by a subtenant or assignee, whether in cash, goods, services or other consideration, exceed the Minimum Net Net Rental per square foot payable hereunder, the Tenant from any of its obligations under this Leaseshall pay to Landlord monthly the amount of, or an amount equivalent to such excess. Each sublease of The Tenant may sublet the Leased Premises or assign the lease to a parent, subsidiary or affiliate company without seeking the consent of the Landlord provided, however, that such subtenant or assignee shall remain bound jointly and severally with the Tenant for all the terms and covenants of this lease for the residue of the Term and any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlordrenewal thereof, and must require the subtenant’s property insurer provided further that Tenant shall notify Landlord in writing prior to issue in favor of such sublet or assignment. I. Landlord or its attorneys and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection reasonable legal costs with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court respect thereto shall be deemed paid by the Tenant to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedforthwith upon demand as Additional Rental.

Subletting and Assignment. Tenant shall not assign this Leasenot, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the L▇▇▇▇▇▇▇’s prior written consent of Landlordconsent, which which, except as specifically set forth herein, may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Termand absolute discretion, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, voluntarily or by operation of Lawlaw assign (which term includes any transfer, every sale, encumbering, pledge or other transfer or hypothecation) this Lease, sublet all or any part of the Leased Property or engage the services of any Person (other than an Affiliate of Tenant that becomes or is also a controlling Guarantor) for the management or operation of the Facility (provided that the foregoing shall not restrict a transferee of Tenant from retaining a manager necessary for such transferee’s satisfying the requirement set forth in clause (a)(1) of the definition of “Discretionary Transferee”). Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the operation of the Facility and that Landlord entered into this Lease with the expectation that Tenant would remain in and operate the Facility during the entire Term and for that reason, except as set forth herein, Landlord retains sole and absolute discretion in approving or disapproving any assignment or sublease. Any Change in Control shall constitute an assignment of T▇▇▇▇▇’s interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” this Lease within the meaning of this LeaseArticle XXII and the provisions requiring consent contained herein shall apply. Any attempted assignment Notwithstanding anything contained herein to the contrary, Tenant hereby acknowledges and agrees that if T▇▇▇▇▇’s Parent (or sublease in violation its Subsidiaries and/or Affiliates) seeks to assign (excluding, for purposes of this Section shallsentence, at Landlordany assignment pursuant to a Permitted Leasehold Mortgage, a Foreclosure Assignment or a Foreclosure COC (each as defined in the applicable Bally’s optionLease)), be void and directly or indirectly, the Bally’s Leases prior to the Rent Conversion Trigger Date, Landlord shall constitute a default under have the right to require that Tenant assign its interest in this Lease. Consent by Landlord Lease to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective assignee of whether Landlordthe Bally’s consent is in fact grantedLeases.

Subletting and Assignment. Tenant shall (a) Lessee may not assign this Leasesublet, in whole or in partassign, pledge, or sublet mortgage this Lease and may not grant licenses, commissions, or other rights of occupancy to all or any part of the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the Lessor’s prior written consent of Landlord, approval which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld. No Lessee shall submit a copy of the proposed sublease and sublessee’s financials; and Lessor shall have 15 days to approve or not approve the sublease. If Lessor does not timely approve the sublease, it shall be deemed disapproved. Sublessee’s financial strength, reputation, personnel, and length of sublease or assignment shall be important factors in Lessor’s approval. Sale, transfer, or merger of the majority of the voting shares or voting partnership interests in Lessee (if a corporation or partnership) shall be considered an assignment; likewise for issuance of treasury stock or admission of a new general partner. However, if Lessor gives such approval, Lessor shall be entitled to (1) 50% of any excess between Lessee’s rental per square foot under the Lease and the rental per square foot under the sublease or assignment, and (2) 50% of any other consideration flowing directly or indirectly from the sublessee or assignee to Lessee or Lessee’s agents. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee a one-time fee equal to one month’s lease rental for such additional administrative, investigative, and management services. (b) Violation of this Lease by sublessees or assignees shall operate to be deemed a violation by Lessee. Approval by Lessor of any sublease or assignment shall not release Tenant Lessee from any obligation under this Lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of its Lessee’s obligations under this Lease unless otherwise specified in writing. Upon default by Lessee, any sublessee shall pay all sublease rentals and other sums due Lessor, direct to Lessor, to be credited against sums owed to Lessor by Lessee under this Lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of this Lease is attached thereto, (2) the sublessee or assignee agrees in writing to be liable for all of Lessee’s obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require (3) Lessor’s written approval is attached to the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant Section 15.1 LESSEE shall not assign further mortgage, pledge or encumber this Lease. However, in whole or in part, or LESSEE shall have the right to sublet the Leased entirety or a portion of the Demised Premises or any portion thereof, or encumber with the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlordthe LESSOR, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter consent will not be unreasonably withheld. No assignment Should the amount of rent or sublease the value of the consideration received by LESSEE in connection with such subletting, exceed the amount of rent required herein to be paid by LESSEE to LESSOR, then same shall operate be immediately paid to release Tenant the LESSOR as further additional rent upon LESSEE'S receipt thereof. Notwithstanding anything to the contrary herein contained, LESSEE'S right to sublet a portion of the Demised Premises is conditioned and limited to permit LESSEE to have no more than two sublessees at any one time. Section 15.2 LESSEE hereby assigns to LESSOR all rents due or to become due from any future permitted sublessee, but the effective date of such assignment shall be the date of the happening of an event of default under the provisions of this Lease. Thereupon, LESSOR shall apply any net amount collected by it from sublessees to the rent due under this Lease. No collection of rent by LESSOR from a sublessee shall constitute a waiver of the provisions of this Article or an acceptance of the sublessee as a lessee or release of LESSEE from performance by LESSEE of its obligations under this Lease. Each LESSEE will not, directly or indirectly, collect or accept any payment of subrent from any permitted sublessee under any sublease more than two (2) months in advance of the Leased Premises or date when the same shall become due. Section 15.3 LESSEE shall perform and observe each and every term and condition to be performed and observed by the sublessee under all future permitted subleases and shall and does hereby indemnify and agrees to hold LESSOR harmless from any portion thereof must contain a release and all liabilities, claims and causes of and waiver of claims against Landlord and action arising thereunder. Section 15.4 The LESSEE shall have, the other Releasees right to assign this Lease to an affiliate (as that term is presently defined by the securities laws of the United States) of the LESSEE without the written consent of the LESSOR, provided LESSEE simultaneously provides LESSOR with written notice of any such assignment and a copy of the instrument of assignment, but in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor event of Landlord and any such assignment LESSEE shall remain fully liable for performance of all the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with obligations imposed upon the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default LESSEE under this Lease. Consent by Landlord The LESSEE shall also have the limited right to assign this Lease and to have no further liability under the terms of this Lease, for payment or otherwise, provided LESSEE assigns this Lease to an affiliate (as presently defined by the securities laws of the United States) of the LESSEE with the written consent of the LESSOR, which consent will be granted if and only if such affiliate, at a time of any such proposed assignment has (i) a net worth equal to or sublease greater than the net worth of LESSEE at its fiscal year for the year ended March 31, 2000 and (ii) net worth, net sales and net earnings during the fiscal year immediately prior to such assignment in one instance shall not operate an amount equal to release or greater than the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees net sales and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any net earnings of the LESSEE during its fiscal year immediately prior to the proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant will not assign, transfer, mortgage or encumber this lease or sublet or rent (or permit occupancy or use of) the Demised Premises, or any part thereof, without obtaining the prior written consent of Landlord (which shall not assign be unreasonably withheld); nor shall any assignment or transfer of this Lease, in whole lease be effectuated by operation of law or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) otherwise without the prior written consent of Landlord, Landlord (which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld). No Landlord may condition its consent to any assignment or sublease subletting upon Tenant's agreement to pay to Landlord any excess rent or other payment received by Tenant over Tenant's rental obligation to Landlord hereunder, it being the intention of the parties that Tenant not profit from any assignment or subletting. The consent by Landlord to any assignment or subletting shall operate to not be construed as a waiver or release of Tenant from the terms of, or Tenant's liability under, any of its obligations covenant or obligation under this Lease. Each sublease lease, nor shall the collection or acceptance of the Leased Premises rent from any such assignee, subtenant or occupant constitute a waiver or release of Tenant or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined covenant or obligation contained in this Lease)lease, nor shall any such assignment or subletting be construed to relieve Tenant from obtaining the consent in form writing of Landlord to any further assignment or subletting. In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and content acceptable hereby authorizes each such subtenant to pay said rent directly to Landlord, and must require the subtenant’s property insurer to issue in favor Landlord's acceptance of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy rent from such subtenant or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court assignee shall not be deemed to constitute be a waiver of Tenant's default hereunder or an “assignment” within the meaning acceptance of this Leasesuch subtenant or assignee. Any attempted assignment attempt to assign this lease or sublease in violation to sublet all or any part of this Section shall, at Landlord’s option, the Demised Premises without the prior written consent of Landlord shall be void and shall constitute a default under this Leaseof no force or effect. Consent by Landlord to an assignment or IBC agrees, at any time, it will sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedspace at IGC's request.

Subletting and Assignment. Tenant shall not assign this Leasehave the right, in whole or in partwith Landlord's consent, or to sublet the Leased Premises whole or any portion thereofof the Premises for the use and purposes permitted under the Lease. The person or entity to which the Tenant intends to sublease must be of equal net worth as Tenant. If Tenant intends to enter into a Occupancy Arrangement which requires Landlord's consent, Tenant shall so notify Landlord in writing, stating the name of (and a financial statement with respect to) the Person whom Tenant intends to enter into such arrangement and the description of the portion of the Premises intended to be subject thereto. Within fifteen (15) days of receipt of such writing, Landlord shall either (i) consent to such Occupancy Arrangement or encumber (ii) terminate the leasehold interest created by this Lease in any manner pertaining to that portion of the Premises Tenant proposes to sublease. If the Landlord consents to such Occupancy Arrangement, Tenant shall (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Propertyi) without the prior written consent enter into such Arrangement within thirty (30) days of Landlord, which may be withheld in Landlord’s sole discretion during 's consent or comply again with their terms of this Section and (ii) remain liable for the first twenty-four full calendar months payment and performance of the Term, terms and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning covenants of this Lease. Any attempted assignment or sublease in violation of this Section shallIf Tenant enters into such an Arrangement, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay to Landlord one-half (1/2) of any received the excess, if any, of amounts received in respect of such Occupancy Arrangement over the Rent. If Landlord terminates this Lease, all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord Rent due shall be adjusted as of the day the Premises (or portion thereof) are redelivered to Landlord. Any portion of the Premises so redelivered shall be in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is the condition specified in fact grantedSection 7.08 hereof.

Subletting and Assignment. Tenant shall not assign not, without the prior written consent of Landlord (which consent may be withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseLease or any interest therein, or any sublease (which term shall be deemed to include the granting of concessions, licenses and the like), or all or any part of the Leased Premises, or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublet by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant, or permit the Leased Premises to be offered or advertised for assignment, and any of the foregoing actions shall be voidable at Landlord's option. If this Lease is assigned or if the Leased Premises or any portion thereofpart thereof is sublet in contravention of this Lease, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rents herein reserved, but no such collection shall be deemed (a) a waiver of the provisions set forth in the first paragraph of this Section 13.01, (b) the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or encumber the leasehold interest created by this Lease in any manner (including the creation c) a release of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any the future performance by Tenant of its covenants, agreements or obligations under contained in this Lease. Each No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 13.01. No assignment, subletting or occupancy shall affect any Primary Intended Use. No assignment, subletting or occupancy shall imply consent to the continued existence of this Lease or any sublease of the Leased Premises or in the event of foreclosure by any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)Facility Mortgagee. Any subletting, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, assignment or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling Tenant's interest under this Lease in Tenant, and every transfer under any compulsory procedure or order contravention of court this Article XIII shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant shall not assign this Leasenot, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during list the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means nor assign this Lease or any interest thereunder, or sublet Premises or any pert thereof, or permit the use of Premises by any party other than Tenant In the event that during the term of this Lease, Tenant desires to sublease and introduces Landlord to a proposed replacement tenant for Tenant, which replacement tenant has a good reputation, is of financial strength at Least equal to that of Tenant (as determined by Landlord in its sole discretion, and has a use for Premises and a number of employees reasonably consistent with that of Tenant's operation, the Landlord may consider such replacement tenant and notify Tenant with reasonable promptness as to Landlord's choice, at Landlord's sole discretion, of the following: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall operate to release Tenant from any remain fully liable for all of its obligations and liabilities under this LeaseLease and provided further that Landlord shall be entitled to any profit obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant's entering into a mutually satisfactory new Lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant's obligations); or (3) That Landlord declines to consent to such sublease or assignment due to insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant's reputation, financial strength and proposed use of and operations upon Premises; or (4) That Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or if Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. Each sublease In either such event Tenant shall surrender possession of the Leased Premises Premises, or any the portion thereof must contain which is the subject of Tenant's request on the date set forth in a release notice from Landlord in accordance with the provisions of and waiver this lease relating to the surrender of claims against Landlord and the other Releasees Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as that term is defined in computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), in form and content acceptable without any liability to LandlordTenant. In no case may Tenant assign any options to sublessee(s) or assignee(s) hereunder, and must require the subtenant’s property insurer all such options being deemed personal to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this LeaseTenant only. Consent by Landlord to an assignment hereunder shall in no way operate as a waiver by Landlord of, or sublease in one instance shall not operate to release the requirement that or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord's consent from Landlord be obtained for to any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsubletting, transfer, use or occupancy.

Subletting and Assignment. Except as provided in Section 16.3, Tenant shall not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not assign be deemed to include the lodging of hotel guests consistent with the Permitted Use), all or any part of the Leased Property or suffer or permit this LeaseAgreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or operation of a controlling interest in the Leased Property by anyone other than Tenant, and every transfer under any compulsory procedure or order the Leased Property to be offered or advertised for assignment or subletting; provided, however, that an assignment to a wholly owned subsidiary (direct or indirect) of court Candlewood shall be permitted without the consent of, but upon Notice to, Landlord. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to constitute include any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a wholly owned direct or indirect subsidiary of Candlewood or any transaction pursuant to which Tenant or Candlewood is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant's or Candlewood's assets are transferred to any other Entity, as if such change in control or transaction were an “assignment” within the meaning assignment of this LeaseAgreement, unless such Entity is a wholly owned Subsidiary (direct or indirect) of Candlewood. Any attempted assignment If this Agreement is assigned or sublease if the Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant and their respective employees or hotel guests) Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in violation the first paragraph of this Section shall16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Except as provided in Section 16.3, Tenant shall not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not assign be deemed to include the lodging of hotel guests consistent with the Permitted Use), all or any part of the Leased Property or suffer or permit this LeaseAgreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or operation of a controlling interest in the Leased Property by anyone other than Tenant, and every transfer under any compulsory procedure or order the Leased Property to be offered or advertised for assignment or subletting; provided, however, that an assignment to a wholly owned subsidiary (direct or indirect) of court Candlewood shall be permitted without the consent of, but upon Notice to, Landlord. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to constitute include any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a wholly owned direct or indirect subsidiary of Candlewood or any transaction pursuant to which Tenant or Candlewood is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant's or Candlewood's assets are transferred to any other Entity, as if such change in control or transaction were an “assignment” within the meaning assignment of this LeaseAgreement, unless such Entity is a wholly owned Subsidiary (direct or indirect) of Candlewood. Any attempted assignment If this Agreement is assigned or sublease if the Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant and their respective employees or hotel guests) Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in violation the first paragraph of this Section shall16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Except as provided in this Section, Tenant shall will not assign this Lease, in whole or in part, or sublet the Leased Premises be permitted to sublease all or any portion thereof, of the Leased Property or encumber the leasehold interest created by assign this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the Landlord’s prior written consent of Landlordconsent, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not to be unreasonably withheld, conditioned, or delayed. If Tenant is a corporation or association, the sale or assignment of any stock or interest in such corporation or association (for other than security purposes) in the aggregate in excess of fifty percent (50%) in any two-year period, will be deemed an assignment within the meaning and provisions of this Section; provided, this sentence will not apply if Tenant’s stock or ownership interests is listed on a recognized securities exchange or if at least eighty percent (80%) of Tenant’s stock or ownership interests is owned by an entity whose stock or ownership interests is listed on a recognized securities exchange. Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket costs and attorney’s fees incurred with the documentation of such assignment or other transfer of this Lease or Tenant’s interest in and to the Leased Property. No assignment or sublease shall operate by Tenant will serve to release Tenant from relieve Tenant, or any guarantor of its Tenant’s obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in , from continuing liability under this Lease), unless Landlord expressly releases any such person from liability in form and content acceptable writing. Notwithstanding anything herein to the contrary, the following will not require Landlord’s consent: (a) any transfer to a subsidiary, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on executionparent, affiliate, division, or other legal processentity controlling, every controlled by, or under common control with Tenant, (b) any transfer in bankruptcy, every transfer by to a successor to Tenant as a result of merger, consolidation, reorganization, sale of all or by operation substantially all of LawTenant’s stock or ownership interests or assets, every transfer provided such successor entity has a net worth equal to or greater than Tenant’s as of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning date of this Lease. Any attempted assignment Lease or (c) any transfer or sublease in violation of this Section shall, at Landlordto Tenant’s option, be void and shall constitute a default under this Lease. Consent by Landlord customer with respect to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedLeased Property.

Subletting and Assignment. Tenant shall not assign this Leaseenter into any Occupancy Arrangement, in whole either voluntary or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation operation of any security interest in or other pledge of or lien upon the Leased Personal Property) law without the prior written consent of the Landlord which shall be at the Landlord's sole and absolute discretion, which may be withheld in Landlord’s sole discretion during but no such consent by the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute be a waiver or release of any of the provisions of this Section 13.01 or a consent or an “agreement to consent to any such assignment” , subletting, or permission to use and occupy premises thereafter, and none of the foregoing shall release or discharge the Tenant from any obligations or liabilities set forth in this Lease, which obligations and liabilities shall continue to be direct and primary in any and all events. If Tenant intends to enter into an Occupancy Arrangement, Tenant shall so notify Landlord in writing, stating the name of (and providing financial statements for the last five (5) years with respect to) the Person with whom Tenant intends to enter into such Arrangement, the exact terms of the Arrangement and a precise description of the portion of the Premises intended to be subject thereto. If the Landlord consents to such Occupancy Arrangement, Tenant shall enter into such Arrangement on the exact terms described to Landlord within thirty (30) days of Landlord's consent or comply again with the meaning terms of this Section 13.01. If Tenant enters into such an Arrangement, Tenant shall pay to Landlord when Received the excess, if any, of amounts received in respect of such Occupancy Arrangement over the Rent. Notwithstanding the foregoing provisions of this Section 13.01, the consent of the Landlord shall not be required and such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of which Tenant's assets are transferred or to an entity which controls or is controlled by Tenant, or is under common control with Tenant, provided that in any and all such events (1) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer or (b) the net worth of Tenant herein named as of the date of this Lease; and (2) the assignee agrees directly with Landlord by written instrument in form satisfactory to Landlord to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment or subletting. If Landlord terminates this Lease, all Rent due shall be adjusted as of the day the Premises (or portion thereof) are redelivered to Landlord. Any attempted assignment or sublease portion of the Premises so redelivered shall be in violation of this the condition specified in Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted7.07 hereof.

Subletting and Assignment. A. Except as otherwise set forth herein, Tenant shall will not assign this Lease, in whole Lease or in part, or sublet sublease the Leased Premises or any portion thereofpart thereof or mortgage, pledge and or encumber the hypothecate its leasehold interest created by this Lease in or grant any manner concession or license within (including the creation of or otherwise permit a third party to occupy any security interest in or other pledge of or lien upon portion of) the Leased Personal Property) Premises without the prior express written consent of Landlord, and any attempt to do any of the foregoing without Landlord’s consent shall be void except as specified herein. Any transfer of the majority of the beneficial ownership interest of Tenant (whether stock, partnership interest or otherwise), shall constitute an assignment for purposes of this Lease. B. Notwithstanding the above, Landlord shall not unreasonably withhold Landlord’s consent to any proposed assignment or subletting by Tenant. Without purporting to limit the circumstances in which may it would be withheld reasonable for Landlord to withhold its consent to a proposed assignment or subletting, it shall be deemed reasonable for Landlord to withhold its consent to a proposed assignment or subletting if: (a) the proposed assignee or sublessee does not, in Landlord’s sole discretion during reasonable judgment, possess sufficient financial capability to satisfy the first twenty-four full calendar months obligations of Tenant hereunder; or (b) the proposed assignee or sublessee proposes to use the Leased Premises for a use other than the Permitted Use; or (c) the nature or identity of such proposed assignee or sublessee would not be in keeping with the type of tenants that are customarily found in comparable projects; or (d) the proposed assignee or sublessee) is a department, representative or agency of any governmental body or then an occupant of any part of the TermBuilding or a party with whom Landlord is then negotiating to lease space in the Building or in any adjacent Building owned by Landlord or an affiliate of Landlord, (e) the proposed occupancy would (1) materially increase the office cleaning requirements, (2) impose an extra material burden upon the services to be supplied by Landlord to Tenant hereunder, (3) violate the current rules and thereafter will not regulations of the Building, (4) violate the provisions of any other leases of tenants in the Building or (5) cause material alterations or additions to be unreasonably withheldmade to the Building (excluding the Leased Premises). No Landlord shall approve or disapprove a proposed assignment or subletting within twenty (20) days after Landlord’s receipt of a request for approval of an assignment or sublease accompanied by the terms of the proposed assignment or subletting and identity of the proposed assignee or sublessee. If Landlord fails to approve or disapprove any proposed sublease or assignment within such twenty (20) day period, then such proposed sublease or assignment shall operate be deemed approved. C. Notwithstanding the foregoing, Landlord’s consent to release an assignment or subletting shall not be required if the assignee or subtenant is (a) an “affiliate” (as defined below) of the Tenant, (b) an entity resulting from a merger, consolidation, reorganization or recapitalization of or with Tenant from any or a purchaser (or other transferee) of its obligations under all or substantially all of Tenant’s assets and all or substantially all of such Tenant’s liabilities (including the liabilities of Tenant hereunder), so long as the net worth of the resulting entity is equal to or greater than the net worth of the Tenant as of the Effective Date and the assignee agrees to be bound by the terms of this Lease. Each sublease , (c) a third party provider of services incidental to Tenant’s use of the Leased Premises for the Permitted Use so long as such third party’s net worth is equal to or any portion thereof must contain a release greater than Tenant’s net worth as of and waiver of claims against Landlord and the other Releasees Effective Date, (as d) an entity that term is defined in this Lease), in form and content acceptable proposes to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with use the Leased Premises for the Permitted Use, so long as the net worth of such entity is equal to or greater than Tenant as of the date hereof and as of the contents thereof. Every transfer by levy or sale on executionEffective Date, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by (e) an entity that has a net worth greater than Tenant’s net worth as of the Effective Date and that has entered into a service agreement with Tenant pursuant to the terms of which (i) such entity will provide clinical services for the operation of Lawa medical psychiatric w▇▇▇ in the Leased Premises, every transfer of (ii) all medical/psychiatric activities will be conducted under Tenant’s hospital license and (iii) all medical/psychiatric patients will be admitted and discharged through Tenant’s general care hospital (each, a controlling interest in “Permitted Transfer”). For purposes hereof, the term “affiliate” means any person or entity means which controls, is controlled by or is under common control with Tenant, including, without limitation, any limited partnership in which Tenant is the general partner. For purposes of the preceding sentence, “control” means either (i) ownership or voting control, directly or indirectly, of 50% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question or (ii) the power to direct the management and every transfer under any compulsory procedure or order policies of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleasesuch entity. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred give Landlord written notice prior to any such assignment or subletting together with proof reasonably satisfactory to Landlord that the transferee is a permitted transferee as herein described along with a fully executed copy of an instrument approved by Landlord whereby such assignee or sublessee agrees in connection with any proposed subletting or assignment, irrespective writing to assume and fully perform and observe the obligations and agreements of whether Landlord’s consent is in fact grantedTenant under this Lease Agreement.

Subletting and Assignment. Tenant (a) Subtenant shall not assign assign, mortgage, pledge, encumber or in any manner transfer this Sublease or any part thereof nor sublet or suffer the Subleased Premises or any part thereof to be used by others, except as expressly permitted by this Sublease and the Lease. It is understood that a change in control of Subtenant shall be deemed to constitute an assignment of this Sublease. The provisions of the Lease relating to assignment and subletting shall be deemed to be incorporated into this Sublease. (b) If this Sublease is assigned in violation of the provisions of this Sublease, Sublandlord may and is hereby empowered to collect rent from the assignee. In such event, Sublandlord may apply the net amount received by it to the Fixed Rent, Additional Rent or any other payments herein reserved or provided for, and no such collection shall be deemed a waiver of the covenant herein against assignment, mortgage, pledge or encumbrance, or an acceptance of the assignee as a tenant or subtenant under this Sublease or a release of Subtenant from the further performance of its covenants herein. If the Subleased Premises or any part thereof is sublet or occupied by others in violation of the provisions of this Sublease, Sublandlord is hereby empowered to collect rent from the subtenant or other occupant, and to apply the same to the curing of any default hereunder in any order of priority Sublandlord may elect, any unexpended balance to be applied by Sublandlord against any rental or other obligations subsequently becoming due. The making of any assignment, mortgage, pledge, encumbrance or subletting in whole or in part, and whether or not in violation of the provisions of this Sublease, shall not operate to relieve Subtenant from its obligations under this Sublease and, notwithstanding any such assignment, mortgage, pledge, encumbrance or subletting, Subtenant shall remain liable for the payment of all Fixed Rent, Additional Rent and other charges and for the due performance of all the covenants, agreements, terms and provisions of this Sublease until the end of the Term. Each and every assignee, whether as assignee or as successor in interest of Subtenant or as assignee or successor in interest of any assignee, shall immediately be and become and remain liable jointly and severally with Subtenant and with each other for the payment of the Fixed Rent, Additional Rent and other charges payable under this Sublease and for the due performance of all the covenants, agreements terms and provisions of this Sublease on the part of Subtenant to be paid and performed until the end of the Term. (c) Any proposal by Subtenant to assign this Sublease or to further sublet the Leased Subleased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without thereof shall be subject to the prior written consent of Landlord, which may be withheld in LandlordLandlord and Sublandlord. Sublandlord’s sole discretion during the first twenty-four full calendar months consent to a proposed assignment or subletting of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Subleased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Leasehave been granted provided that Landlord has given its consent therefor. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and Subtenant shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained reimburse Sublandlord for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, out-of-pocket expenses incurred by Landlord in connection with any a proposed subletting assignment or assignment, irrespective of whether Landlord’s consent is in fact grantedsubletting.

Subletting and Assignment. A. Landlord’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Article 16. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not assign (subject to Landlord’s rights below) be unreasonably withheld, neither this Lease, in whole or in part, or sublet the Leased Premises Lease nor all or any portion thereof, or encumber part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by this Lease operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any manner part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (including the creation of any security interest in collectively, a “sublease”). Any assignment or other pledge of or lien upon the Leased Personal Property) subletting without the Landlord’s prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default by Tenant hereunder entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. B. In the event that during the Term, Tenant desires to assign this Lease or sublease the Premises or any portion thereof, Tenant shall give notice thereof to Landlord, which notice shall name the proposed assignee or subtenant and include all material information with respect thereto, including (i) an executed copy of the assignment or sublease agreement and any agreements ancillary thereto, (ii) current financial statements of the assignee or subtenant covering the preceding three (3) years, and (iii) a statement detailing all consideration to be given on account of the assignment or sublease as well as the proposed assignment or sublease agreement, and such other information as Landlord shall reasonably require. Landlord shall not unreasonably withhold its consent to any proposed assignment or subletting. Landlord shall notify Tenant within ten (10) Business Days of Landlord’s receipt of Tenant’s notice, the above information and any other information as Landlord shall reasonably require and request of Tenant within ten (10) Business Days after receipt of Tenant’s notice, as to which of the following actions Landlord elects to take: (1) Landlord consents to the proposed assignment or subleasing, subject to execution of Landlord’s reasonable consent form by Tenant and the proposed assignee or subtenant; (2) Landlord declines to consent to such assignment or subletting, and stating the reasonable reasons for Landlord’s decision, such as, without limitation, insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant’s reputation, financial strength and/or proposed use of and operations upon the Premises; or (3) Landlord, (i) in the event of an assignment of this Lease, elects to terminate this Lease effective as of the date such assignment would have become effective (and such termination date shall become the Expiration Date for purposes of this Lease), or (ii) in the event of a sublease, to terminate this Lease as it pertains to the portion of the Premises so proposed by Tenant to be sublet effective as of the date such sublease would have become effective (and such termination date shall become the Expiration Date for purposes of this Lease with respect to such portion of the Premises). By way of example and without limitation, the failure to satisfy any of the following conditions or standards shall be deemed to constitute reasonable grounds for Landlord to refuse to grant its consent to a proposed assignment or subletting (“Transfer”): (i) The proposed assignee or sublessee (“Transferee”) must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant to be kept and performed as they apply to the transferred space. (ii) The proposed Transferee must satisfy Landlord’s then-current credit and other standards for tenants of the Building and, in Landlord’s reasonable opinion, have the financial strength and stability to perform all of the obligations of the Tenant under this Lease (as they apply to the transferred space) as and when they fall due, taking into account for purposes of the foregoing that Tenant shall not be released or discharged from any liability under this Lease following such Transfer. (iii) The proposed Transferee must be reasonably satisfactory to Landlord as to character and professional standing. (iv) The proposed use of the Premises by the proposed Transferee must be, in Landlord’s reasonable opinion: (a) lawful; (b) in compliance with Article 6 of this Lease; (c) unlikely to cause an increase in insurance premiums for insurance policies applicable to the Building; (d) a use not requiring any new tenant improvements that Landlord would be entitled to disapprove pursuant to Article 5 hereof; (e) unlikely to cause any material increase in services to be provided to the Premises; (f) unlikely to create any materially increased burden in the operation of the Building, or in the operation of any of its facilities or equipment; (g) unlikely to impair the dignity, reputation or character of the Building; and (h) in the case of any Building not then configured for multi-tenant occupancy, not require the Building to be reconfigured as a multi-tenant Building and not require creation of any new Common Areas or multi-tenant corridors in the Building. (v) At the time of the proposed Transfer, a default (as defined in Article 19 below) shall not have occurred and be continuing, and no event may have occurred that with notice, the passage of time, or both, would become a default. (vi) The proposed Transferee shall not be a governmental entity or hold any exemption from the payment of ad valorem or other taxes that would prohibit Landlord from collecting from such Transferee any amounts otherwise payable under this Lease. Consent by Landlord to an assignment or sublease in one instance . (vii) The proposed Transferee shall not operate to release be a then present tenant or affiliate or subsidiary of a then present tenant in the requirement that consent from Building unless there is no other suitable space available in the Building. (viii) Landlord shall not be obtained negotiating with, and shall not have at any time within the past ninety (90) days negotiated with, the proposed Transferee or any affiliate or subsidiary thereof for any further space in the Project, unless there is no other suitable space available in the Project. For purposes of this subjection (viii), “negotiations” shall mean the exchange of draft letters of intent or subsequent assignment or sublease. Tenant shall pay all fees a proposal and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedcounter-proposal.

Subletting and Assignment. Except as provided in Section 17.3 below, Tenant shall not assign this Leasenot, without the prior written consent of a majority of the Independent Trustees and a majority of the Trustees, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer the applicable Lease or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the applicable Leased Property or suffer or permit the applicable Lease or the leasehold estate created hereby or thereby or any other rights arising under the applicable Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, or sublet the Leased Premises or any portion thereofwhether voluntarily, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, involuntarily or by operation of Lawlaw, every transfer or permit the use or occupancy of a controlling interest in the applicable Leased Property by anyone other than Tenant, and every transfer under any compulsory procedure or order the applicable Leased Property to be offered or advertised for assignment or subletting except as hereinafter provided. For purposes of court this Section 17.1, an assignment of the applicable Lease shall be deemed to constitute Include any change in control of Tenant or any transaction pursuant to which Tenant is merged or consolidated with another entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other entity, as if such change in control or transaction were an “assignment” within assignment of the meaning of this applicable Lease. Any attempted assignment Changes in control of Tenant shall include, without limitation, transfers (by one or sublease more transfers) of the stock or partnership or beneficial interests or other evidences of ownership of Tenant or the issuance of additional stock or partnership or beneficial interests or other indicia of ownership in violation Tenant which cause a change in the control of Tenant. If the applicable Lease is assigned or if the applicable Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant and its employees) Landlord, after an Event of Default occurs and is continuing, may collect the rents from such assignee subtenant or occupant, as the case may be, and apply the not amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section shall17.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in the applicable Lease. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 17.1. No assignment, subletting or occupancy shall affect the Primary Intended Use. Any subletting, assignment or other transfer of Tenants interest in the applicable Lease in contravention of this Section 17.1 shall be voidable at Landlord’s 's option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant acknowledges that this ------------------------- Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant. Tenant shall not assign this Leasenot, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld, (i) transfer, pledge, mortgage or assign its rights under this Lease or any interest hereunder; (ii) permit any assignment of this Lease by voluntary act, operation of law or otherwise; (iii) sublet the Premises or any part thereof; or (iv) permit the use of the Premises by any parties other than Tenant and its affiliates, agents and employees. No If Tenant desires to so sublet or assign its right under the Lease, Tenant shall first seek such written consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary, which request shall not be less than thirty (30) days, prior to the proposal or desired effective date of such sublet or assignment. Tenant's notice shall include the term of the proposed sublease and shall state the name and address of the proposed assignee or subtenant. Landlord will not unreasonably withhold its consent to Tenant's assignment of the lease or sublease subletting such space to the party identified in Tenant's notice so long as the proposed Tenant meets the requires of Section 8.2 hereof and such assignee or subtenant conducts operations that are compatible with the Premises. Further, any subletting or assignment shall operate to not release or discharge Tenant of or from any of its obligations liability or obligation, whether part, present or future, under this Lease, and Tenant shall continue to be fully liable thereunder. Each sublease The subtenant(s) or assignee(s) shall agree, in a form satisfactory to the Landlord to be obligated for, comply with, and be bound by all of the Leased Premises terms, covenants, conditions, provisions, and agreements of this Lease to the extent of the space sublet or any portion thereof must contain a release assigned, and Tenant shall deliver to Landlord promptly after execution an executed copy of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)an agreement, in a form and content reasonably acceptable to Landlordlandlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer compliance executed by levy each subtenant or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Leaseassignee. Consent by Landlord to an any assignment of this Lease, or sublease in one instance to any subletting of the Premises shall not operate be deemed a waiver of Landlord's rights under this Section as to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsubletting.

Subletting and Assignment. Tenant shall not assign this Lease, sublet the premises in whole or in partpart without Lessor’s written consent, which consent shall not unreasonably be withheld, delayed or conditioned, and shall not be conditioned upon an increase in rentals, and the making of any such sublease shall not release Tenant from, or sublet the Leased Premises otherwise affect in any manner, any of Tenant’s obligations hereunder. Tenant shall not assign, transfer, mortgage or encumber this Lease, or any portion thereofinterest therein, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of LandlordLessor, which may consent shall not unreasonably be withheld withheld, delayed or conditioned, and shall not be conditioned upon an increase in Landlord’s sole discretion during rentals, and a consent to an assignment shall not be deemed to be a consent to any subsequent assignment. If this Lease is assigned to any person or entity pursuant to the first twenty-four full calendar months provisions of the TermBankruptcy Code, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease Title 11 of the Leased Premises United States Code, any and all moneys or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable considerations payable or otherwise to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried be delivered in connection with such assignment shall be paid or delivered to Lessor, shall be and remain the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation exclusive property of Law, every transfer of a controlling interest in TenantLessor, and every transfer under any compulsory procedure shall not constitute property of Tenant or order of court shall be deemed to constitute an “assignment” the estate of Tenant within the meaning of this Leasethe Bankruptcy Code. Any attempted assignment and all moneys or sublease other considerations constituting Lessor’s property under the preceding sentence not paid or delivered to Lessor shall be held in violation trust for the benefit of Lessor and to be promptly paid or delivered to Lessor. Any person or entity to which this Section shallLease is assigned pursuant to the provisions of the Bankruptcy Code, at Landlord’s optionTitle 11 of the United States Code, shall be void and shall constitute a default deemed without further act or deed to have assumed all of the obligations arising under this LeaseLease on and after the date of such assignment. Consent by Landlord Any such assignee shall upon demand execute and deliver to Lessor an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedinstrument confirming such assumption.

Subletting and Assignment. Subject to the provisions hereinafter detailed, the Tenant shall not assign this Lease, in whole or in part, or have the right to sublet the Leased Premises or any portion part thereof, or assign its rights in the present lease, or allow the Premises or any part thereof to be used by another, nor hypothecate or encumber this lease or the leasehold interest created by this Lease in Premises or any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) part thereof, without the prior written consent of the Landlord, which consent may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No Notwithstanding the foregoing, the Tenant shall have the right to assign or transfer the Lease or sublet the Premises without the prior written approval of the Landlord if such assignment or sublease shall operate sublet is to release Tenant from any of its obligations under this Lease. Each sublease a corporation associated (as such terms are defined in the Canada Business Corporations Act) with the Tenant, provided such subtenant or assignee carries on the same use of the Leased Premises authorized herein. Notwithstanding such subletting and assignment, or permitted use by another, the Tenant shall remain jointly and severally liable with such sub-lessee, assignee or user, for the performance of all the terms and conditions of the present lease, for the residue of the lease, or any portion thereof renewal thereof. If the Tenant wishes to so sublet or assign it must contain provide the name of the prospective sublessee or assignee together with such other reasonable information as Landlord shall require together with a release request for consent of and waiver the Landlord at least thirty (30) days prior to the effective date of claims against Landlord the proposed transfer or assignment and the other Releasees Landlord shall have twenty-one (as that term is defined in this Lease)21) days from receipt of a registered letter or courier from the Tenant to send a notice to the Tenant withholding its consent to said sublet or assignment, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection together with the Leased Premises and the contents thereof. Every transfer by levy or sale on executionbasis for such refusal, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court failing which Landlord shall be deemed to constitute an “assignment” within the meaning have given its consent. Any document or consent evidencing any assignment of this Lease. Any attempted assignment lease or sublease in violation any sublet of this Section shall, at Landlord’s option, the Leased Premises if permitted or consented to by the Landlord shall be void prepared by the Landlord or its attorneys and all reasonable legal costs with respect thereto shall constitute a default under this Lease. Consent be paid by the Tenant to the Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedforthwith upon demand as Additional Rent.

Subletting and Assignment. (a) Tenant shall will not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion part thereof, including desk space, or transfer possession or occupancy thereof, to any person, firm or corporation or transfer, assign, mortgage or encumber the leasehold interest created by this Lease in or any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) this Lease without the prior written consent of Landlord, nor shall any subletting, assignment or transfer hereof be effected by operation of law or otherwise without the prior written consent of Landlord which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld. (b) If Tenant desires to sublet all or a substantial portion of the Leased Premises, Tenant shall give Landlord (30) days written notice of Tenant's intention to do so. No Within thirty (30) days after receipt of said notice, Landlord shall have the right to sublet the Leased Premises from Tenant at the same rental stipulated herein. If Tenant desires to sublet all of the Leased Premises, Landlord shall have the right to terminate this Lease on a date to be agreed upon by Landlord and Tenant. If Landlord has not exercised its right to sublet the Leased Premises or terminate this Lease as heretofore provided, Tenant may sublet the Leased Premises after first obtaining the written consent of Landlord. (c) If Tenant shall receive any consideration for any assignment or the rent provided under any sublease shall operate be greater than the rent provided for herein, Tenant shall pay to release Landlord an additional rental equal to one-half of all such increased amounts on the date which such rentals are due under the assignment or sublease. (d) If Landlord consents to the subletting or assignment of the Leased Premises, Tenant from shall remain fully liable and obligated under all the terms, conditions and provisions of this Lease and any assignee shall assume all of its the obligations of the Tenant under this Lease. Each sublease of the Leased Premises The consent by Landlord to any assignment, transfer, or subletting to any portion thereof must contain party other than Landlord, shall not be construed as a waiver or release of and Tenant from the terms of any covenants or obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver of, or release of claims against Landlord and the other Releasees (as that term is defined Tenant from, any covenant or obligation contained in this Lease), nor shall any such assignment or subletting be construed to relieve Tenant from giving Landlord said thirty (30) days notice or from obtaining the consent in form writing of Landlord to any further assignment or subletting. In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and content acceptable hereby authorizes each such subtenant to pay said rent directly to Landlord, and must require . A copy of the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at will be furnished to Landlord prior to its approval and will not thereafter be modified or amended without Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted's prior consent.

Subletting and Assignment. A. In the event Tenant shall not should desire to assign this Lease, in whole or in part, Lease Agreement or sublet the Leased Premises or any part thereof or allow same to be used or occupied by others, Tenant shall give Landlord written notice (which shall specify the duration of said desired sublease or assignment, the date same is to occur, the exact location of the space affected thereby, the proposed rentals on a square foot basis chargeable thereunder and sufficient information of the proposed subtenant or assignee regarding its financial condition and business operations) of such desire at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or sublease or allow such a use or occupancy. Landlord shall then have a period of fifteen (15) days following receipt of such notice within which to notify Tenant in writing that Landlord elects: (1) To refuse to permit Tenant to assign this Lease Agreement or sublet such space, and in such case this Lease Agreement shall continue in full force and effect in accordance with the terms and conditions hereof; or (2) To terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant shall be relieved of all obligations hereunder as to such space arising from and after such date; provided, however, if Landlord gives Tenant notice of its election to terminate all or a portion of the Lease Agreement pursuant to this Section 12(A)(2), Tenant shall have five (5) days after receipt of such notice in which to withdraw its request, thus precluding Landlord's right to terminate the Lease Agreement or any portion thereof, or encumber the leasehold interest created by ; or (3) To permit Tenant to assign this Lease Agreement or sublet such space for the duration specified in any manner (including such notice, subject to Landlord's subsequent written approval of the creation of any security interest in proposed assignee or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlordsubtenant, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will approval shall not be unreasonably withheldwithheld or delayed if (a) the nature and character of the proposed assignee or subtenant, its business and activities and intended use of the Leased Premises are in Landlord's reasonable judgment consistent with the current standards of the Building and the floor or floors on which the Leased Premises are located, (b) neither the proposed assignee or subtenant (nor any party which, directly or indirectly, controls or is controlled by or is under common control with the proposed assignee or subtenant) is a department, representative or agency of any governmental body or currently an occupant of any part of the Building or a party with whom Landlord is then negotiating to lease space in the Building or in any adjacent Building owned by Landlord, (c) the form and substance of the proposed sublease or instrument of assignment is acceptable to Landlord (which acceptance by Landlord shall not be unreasonably withheld or delayed) and is expressly subject to all of the terms and provisions of this Lease Agreement and to any matters to which this Lease Agreement is subject, (d) the proposed occupancy would not (1) increase the Leased Premises or Building cleaning requirements, (2) impose an extra burden upon the services to be supplied by Landlord to Tenant hereunder, (3) violate the current rules and regulations of the Building, (4) violate the provisions of any other leases of tenants in the Building or (5) cause alterations or additions to be made to the 10 of 51 Building (excluding the Leased Premises), (e) Tenant enters into a written agreement with Landlord whereby it is agreed that any profit realized by Tenant as a result of said sublease or assignment (excluding any amounts paid to the Tenant for the sale of Tenant's fixtures, leasehold improvements, equipment, furniture, furnishings or personal property) shall be ) shall be payable to Landlord as it accrues as additional rent hereunder, and (f) the granting of such consent will not constitute a default under any other agreement to which Landlord is a party or by which Landlord is bound. B. No assignment or subletting by Tenant shall be effective unless Tenant shall execute, have acknowledged and deliver to Landlord, and cause each subtenant or assignee to execute, have acknowledged and deliver to Landlord, an instrument in form and substance acceptable to Landlord in which (i) such subtenant or assignee adopts this Lease Agreement and assumes and agrees to perform jointly and severally with Tenant, all of the obligations of Tenant under this Lease Agreement, as to the space transferred to it, (ii) Tenant and such subtenant or assignee agree to provide to Landlord, (if not otherwise available) at their expense, direct access from a public corridor in the Building to the transferred space, (iii) such subtenant or assignee agrees to use and occupy the transferred space solely for the purpose specified in Section 3 and otherwise in strict accordance with this Lease Agreement and (iv) Tenant acknowledges and agrees that, notwithstanding such subletting or assignment, unless Landlord expressly releases Tenant from such liability in writing, Tenant remains directly and primarily liable for the performance of all the obligations of Tenant hereunder (including, without limitation, the obligation to pay rent), and Landlord shall be permitted to enforce this Lease Agreement against Tenant or such subtenant or assignee, or both, without prior demand upon or proceeding in any way against any other persons. No In the event of a sale of Tenant's business or practice, Landlord agrees to release Tenant if Landlord determines, in its sole reasonable discretion, that the purchaser of the business and practice is a credit risk at least as acceptable as Tenant. C. Any consent by Landlord to a particular assignment or sublease shall operate not constitute Landlord's consent to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease, and any proposed sublease or assignment by any assignee or subtenant shall be subject to the provisions of this Section 12 as if it were a proposed sublease or assignment by Tenant. Tenant The prohibition against an assignment or sublease described in this Section 12 shall pay all fees be deemed to include a prohibition against Tenant's mortgaging or otherwise encumbering its leasehold estate, as well as against an assignment or sublease which may occur by operation of law, each of which shall be ineffective and expenses, including reasonable attorneys’ fees, incurred void and shall constitute an event of default under this Lease Agreement unless consented to by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is writing in fact grantedadvance.

Subletting and Assignment. Tenant shall not assign this Leaseenter into any Occupancy Arrangement, in whole either voluntarily or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation operation of any security interest in or other pledge of or lien upon the Leased Personal Property) law without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter consent will not be unreasonably withheld. No Without limiting the generality of the foregoing, in no event shall Tenant enter into negotiations to sublet all or any part of the Premises or to assign this Lease, offer to so sublet or assign or so sublet or assign to any tenant or occupant of the Building or to any party with whom Landlord is then negotiating with respect to space in the Building. If ▇▇▇▇▇▇ intends to enter into an Occupancy Arrangement, Tenant shall so notify Landlord in writing, stating the name of (and providing a financial statement with respect to) the Person whom ▇▇▇▇▇▇ intends to enter into such Arrangement, the exact terms of the Occupancy Arrangement and a precise description of the portion of the Premises intended to be subject thereto. Within thirty (30) days of receipt of such writing, Landlord shall either (i) consent to such Occupancy Arrangement, (ii) terminate this Lease with respect to so much of the Premises as is intended to be subject thereto, or (iii) deny consent to such Occupancy Arrangement. The Landlord shall not be deemed to be unreasonable in denying its consent to any proposed assignment or sublease shall operate to release subletting by the Tenant from based on any of the following factors, without limitation: (a) The business of the proposed tenant is not consistent with the image and character which the Landlord desires to promote for the Building; (b) The proposed assignment or subletting could adversely affect the ability of the Landlord and its obligations under affiliates to lease space in the Building or elsewhere in the Park (if applicable), including leasing space to any proposed assignee or subtenant; and (c) The credit worthiness of the proposed tenant is unsatisfactory to the Landlord, as the Landlord may determine in its reasonable discretion. If the Landlord consents to such Occupancy Arrangement, Tenant shall (i) enter into such Arrangement on the exact terms described to Landlord within fourteen (14) days of Landlord's consent or comply again with the terms of this Section and (ii) remain liable for the payment and performance of the terms and covenants of this Lease. Each sublease If ▇▇▇▇▇▇ enters into such an Occupancy Arrangement, Tenant shall pay to Landlord when received the excess, if any, of amounts received in respect of such Occupancy Arrangement over the Rent. For the purpose of the Leased Premises or any portion thereof must contain a release preceding sentence, amounts received by Tenant in respect of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court such Occupancy Arrangement shall be deemed to constitute an “assignment” within include (a) any costs assumed or paid by the meaning subtenant thereunder (such as brokerage commissions, tenant improvements and other expenses) which normally are paid by landlords or sub-landlords in comparable transactions and (b) any sums paid for the sale, rental or use of any of Tenant's personal property (in case of a sale only, reduced by Tenant's depreciated basis thereof for federal income tax purposes). If Landlord terminates this LeaseLease pursuant to this Section, all Rent due shall be adjusted as of the day the Premises (or portion thereof) are redelivered to Landlord. Any attempted assignment or sublease portion of the Premises so redelivered shall be in violation the condition specified in Section 7.04 hereof. If Tenant's stock is not publically held, the provisions of this Section shall13.01 shall apply to a transfer (by one or more transfers) of a majority of the stock or other ownership interests of Tenant as if ▇▇▇▇▇▇ had entered into an Occupancy Arrangement. Such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant's assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (i) the successor to Tenant has a tangible net worth computed in accordance with generally accounting principles at least equal to the tangible net worth of Tenant immediately prior to such merger, consolidation or transfer, (ii) proof satisfactory to Landlord of such tangible net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction, and (iii) the assignee agrees directly with Landlord’s option, by written instrument in form satisfactory to Landlord, to be void and bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment or subletting. Notwithstanding the foregoing, Tenant shall constitute a default under this Lease. Consent by Landlord have the right to assign or sublet to an assignment acquirer of its stock or sublease in one instance all or substantially all of its assets with at least the same tangible net worth or greater without limitation. Transfer among its existing shareholders and issuances of additional securities also shall not operate to release the requirement that consent be excluded from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedtransfer provisions.

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in partany interest or portion thereof, or sublet the Leased whole or any part of the Premises without the prior written approval of the Landlord, said approval not to be unreasonably withheld; notwithstanding any such assignment or subletting, Tenant shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of any Tenant Defaults, as herein defined, and if the Premises or any portion thereofpart thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or encumber provided by law, may at Landlord's option collect directly from such assignee or sublessee all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sum due to Landlord by Tenant hereunder; and no such collection shall be construed to constitute a novation or a release of Tenant from the leasehold interest created by further performance of Tenant's obligations hereunder. Landlord shall also have the right to assign Landlord's rights under this Lease in Lease. Tenant shall also have the right to assign or sublet the whole or any manner (including part of the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior Premises, with written consent of Landlord, which may be withheld in Landlord’s sole discretion during as part of a transaction involving the first twenty-four full calendar months merger or consolidation of Tenant with or into, or the Termsale of all or substantially all of Tenant's assets to, another corporation or corporations and thereafter will not be unreasonably withheld. No assignment or sublease such assignee corporation (i) shall operate expressly assume and agree to release Tenant from any perform all of its Tenant's obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require (ii) shall provide financial and other information reasonably satisfactory to Landlord as to the subtenant’s property insurer ability of such assignee to issue in favor of Landlord pay rent and the perform all other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default obligations under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. , and Tenant shall pay be released of all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.thereafter accruing obligations under this Lease:

Subletting and Assignment. (a) The Tenant shall not assign this Lease, in whole or in part, or have the right to sublet the Leased Premises or any portion thereofPremises, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain or assign the Lease with the Landlord’s prior written consent, such consent not to be unreasonably withheld or unduly delayed. The Landlord shall not have the right to withhold consent on the basis that the rent to be paid by the subtenant is less than the then prevailing fair market rent, or different than the Gross Rent payable by Tenant pursuant to the Lease, nor shall Landlord have the right to withhold consent on the basis that Landlord has other similar office space available on a release direct head lease basis. If the Tenant undertakes a sublease or assignment as provided for in the Lease, the consent shall be based upon the Landlord’s standard form of consent to sublease for the Building, amended in accordance with terms and waiver of claims against conditions as may be agreed to by Landlord and Tenant and their respective advisors, both acting reasonably and in good faith; (b) The Landlord shall respond in writing to the other Releasees Tenant’s written request to sublease the Premises or any part thereof or to assign the Lease within ten (10) business days; (c) Throughout the Term and any extension or renewal thereof, the Tenant shall have the right to assign or sublet the Premises to Tenant’s affiliates (as that such term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy Business Corporations Act) provided such affiliates have substantially common management or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in directors as Tenant, and every transfer to assign or sublet pursuant to any bona fide merger, and/or re-organization, (collectively, the “Permitted Transferee”), without the Landlord’s consent, but with notice to the Landlord; (d) In the event the Tenant subleases or assigns all or a portion of the Premises and realizes a profit in excess of Gross Rent due under any compulsory procedure or order of court the Lease, Tenant shall be deemed allowed to constitute an “assignment” within recover, in addition to Gross Rent, the meaning out-of-pocket costs of Tenant spent on brokerage and professional fees and other similar costs associated with the subleasing or assignment of the Premises. After such disbursements. any excess rent shall be applied to the Landlord’s account; (e) In the event Landlord elects to terminate the Lease with respect to the Premises which are to be sublet or assigned pursuant to the proposed transfer, then the termination date shall be no less than thirty (30) days from the date of the Landlord’s notice and otherwise on the same date as when the proposed transfer was to be made effective. Notwithstanding the above, in the event the Landlord elects to terminate the Lease with respect to the proposed transfer, the Tenant shall have five (5) business days to rescind its request and remain in the Premises; and (f) The Landlord acknowledges and agrees that it shall not have the right to seek unreasonable variances or additional conditions of any type or nature to the terms of the Lease after the notice by the Tenant of its intention to assign or sublet hereunder. provided however this Lease. Any attempted will not prevent the Landlord from requiring conditions which will, in the Landlord’s reasonable opinion, protect the value, use, operation, or reputation of the Building; and provided only that any such assignment or sublease in violation agreement provides that all of this Section shallthe terms, at Landlord’s optionconditions and provisos of the Lease have been expressly agreed to by the subtenant or the assignee, be void except for the Premises, the Term and shall constitute the rent if it is a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant shall not assign this Leaseenter into any Occupancy Arrangement, in whole either voluntarily or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation operation of any security interest in or other pledge of or lien upon the Leased Personal Property) law without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter consent will not be unreasonably withheld. No Without limiting the generality of the foregoing, in no event shall Tenant enter into negotiations to sublet all or any part of the Premises or to assign this Lease, offer to so sublet or assign or so sublet or assign to any tenant or occupant of the Building or the complex in which the Building located or to any party with whom Landlord is then negotiating with respect to space in the Building or the complex in which the Building located. If Tenant intends to enter into an Occupancy Arrangement, Tenant shall so notify Landlord in writing, stating the name of (and providing a financial statement with respect to) the Person whom Tenant intends to enter into such Arrangement, the exact terms of the Occupancy Arrangement and a precise description of the portion of the Premises intended to be subject thereto. Within thirty (30) days of receipt of such writing, Landlord shall either (i) consent to such Occupancy Arrangement, (ii) terminate this Lease with respect to so much of the Premises as is intended to be subject thereto, or (iii) deny consent to such Occupancy Arrangement. The Landlord shall not be deemed to be unreasonable in denying its consent to any proposed assignment or sublease shall operate to release subletting by the Tenant from based on any of the following factors, without limitation: (a) The business of the proposed tenant is not consistent with the image and character which the Landlord desires to promote for the Building; (b) The proposed assignment or subletting could adversely affect the ability of the Landlord and its obligations under affiliates to lease space in the Building, including leasing space to any proposed assignee or subtenant; and (c) The credit worthiness of the proposed tenant is unsatisfactory to the Landlord, as the Landlord may determine in its reasonable discretion. If the Landlord consents to such Occupancy Arrangement, Tenant shall (i) enter into such Arrangement on the exact terms described to Landlord within fourteen (14) days of Landlord's consent or comply again with the terms of this Section and (ii) remain liable for the payment and performance of the terms and covenants of this Lease. Each sublease If Tenant enters into such an Occupancy Arrangement, Tenant shall pay to Landlord when received the excess, if any, of amounts received in respect of such Occupancy Arrangement over the Rent. For the purpose of the Leased Premises or any portion thereof must contain a release preceding sentence, amounts received by Tenant in respect of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court such Occupancy Arrangement shall be deemed to constitute an “assignment” within include (a) any costs assumed or paid by the meaning subtenant thereunder (such as brokerage commissions, tenant improvements and other expenses) which normally are paid by landlords or sub-landlords in comparable transactions and (b) any sums paid for the sale, rental or use of this Lease. Any attempted assignment or sublease any of Tenant's personal property (in violation the case of this Section shalla sale only, at Landlord’s option, be void and shall constitute a default under this Lease. Consent reduced by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained Tenant's depreciated basis thereof for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedfederal income tax purposes).

Subletting and Assignment. Tenant may not sublet, assign, pledge, or mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any part of the leased premises without Landlord's prior written approval. Sale, transfer, or merger of the majority of the voting shares or voting partnership interests in Tenant (if a corporation or partnership) shall be considered an assignment; likewise for issuance of treasury stock or admission of a new general partner. Landlord shall not assign this Leasebe obligated to approve any sublease or assignment. However, in whole or in partif Landlord gives such approval, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner Landlord shall be entitled to (including the creation 1) 50% of any security interest in excess between Tenant's rent per square foot under the lease and the rent per square foot under the sublease or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Termassignment, and thereafter (2) 50% of any other consideration flowing directly or indirectly from the sub lessee or assignee to Tenant or Tenant's agents. The foregoing is in consideration of additional management performed or to be performed by Landlord under such sublease or assignment. In addition to the foregoing, Landlord will charge Tenant a one-time fee equal to one month's lease rent for such additional administrative, investigative, and management services. Violation of this lease by sub lessees or assignees shall be deemed a violation by Tenant. Approval by Landlord of any sublease or assignment shall not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sub lessees or assignees shall be liable for all of its Tenant's obligations under this Leaselease unless otherwise specified in writing. Each Upon default by Tenant any sub lessee shall pay all sublease rents and other sums due Landlord, direct to Landlord, to be credited against sums owed to Landlord by Tenant under this lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the Leased Premises sub lessee or assignee agrees in writing to be liable for all of Tenant's obligations under this lease, and (3) Landlord's written approval is attached to the sublease or assignment. At any time, Landlord may at Landlord's option release Tenant from further liability for all or any portion thereof must contain of Tenant's office space that has been subleased or assigned to a release of third party; and waiver of claims against Landlord and may terminate the other Releasees (as lease to the extent that term is defined in this Lease), in form and content acceptable it applies to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsuch space.

Subletting and Assignment. Tenant shall Lessee may not assign this Leasesublet, in whole or in partassign, pledge, or sublet the Leased Premises mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any portion thereof, or encumber part of the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) leased premises without the Lessor's prior written consent of Landlord, approval which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld. No Sublessee's financial strength, reputation, personnel, and length of sublease or assignment shall be important factors in Lessor's approval. Sale, transfer, or merger of the majority of the voting shares or voting partnership interests in Lessee (if a corporation or partnership) shall be considered an assignment; likewise for issuance of treasury stock or admission of a new general partner. However, if Lessor gives such approval, Lessor shall be entitled to (1) 50% of any excess between Lessee's rental per square foot under the lease and the rental per square foot under the sublease or assignment, and (2) 50% of any other consideration flowing directly or indirectly from the sublessee or assignee to Lessee or Lessee's agents. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee a one-time fee equal to one month's lease rental for such additional administrative, investigative, and management services. Violation of this lease by sublessees or assignees shall operate to be deemed a violation by ▇▇▇▇▇▇. Approval by Lessor of any sublease or assignment shall not release Tenant Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of its Lessee's obligations under this Leaselease unless otherwise specified in writing. Each Upon default by ▇▇▇▇▇▇, any Sublessee shall pay all sublease rentals and other sums due Lessor, direct to Lessor, to be credited against sums owed to Lessor by Lessee under this lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the Leased Premises sublessee or assignee agrees in writing to be liable for all of Lessee's obligations under this lease, and (3) Lessor's written approval is attached to the sublease or assignment. At any time, Lessor may, at Lessor's option, release Lessee from further liability for all or any portion thereof must contain of ▇▇▇▇▇▇'s office space that has been subleased or assigned to a release of third party; and waiver of claims against Landlord and Lessor may terminate the other Releasees (as lease to the extent that term is defined in this Lease), in form and content acceptable it applies to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereofsuch space. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.MASTER

Subletting and Assignment. 13.1 Except as provided in this Article 13, Tenant shall not assign not, without Landlord’s prior written consent, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this LeaseAgreement or sublease all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublet by operation of law. 13.2 Notwithstanding anything to the contrary provided in Section 13.1, the approval rights of Landlord with respect to subleasing shall not be deemed to apply to the leasing of individual beds, bedroom units or apartments in the Leased Premises or any portion thereofImprovements for residential purposes, or encumber the leasehold interest created by provided that: (a) each such sublease shall be subject and subordinate to this Lease in any manner (including and the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months rights of the Term, and thereafter will not be unreasonably withheld. No assignment or Landlord hereunder; (b) each sublease shall operate to release Tenant contain terms and conditions not materially different from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against form lease approved by Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried for use in connection with the Leased Premises and Property; (c) the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation term of Law, every transfer of a controlling interest any such sublease shall not exceed twelve (12) months; and (d) each sublease shall provide for rental rates which in Tenant’s reasonable business judgment are consistent with then-existing local market rates for similar type properties, and every transfer under which in any compulsory procedure or order event meet the requirements of court shall be deemed Existing Lender with respect to constitute an “assignment” within the meaning Projects which are subject to the Existing Loan. 13.3 Landlord agrees that, provided there is no Event of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default Default outstanding under this Lease. Consent by , Landlord will not unreasonably withhold its consent to an assignment or sublease subletting of this Lease by Tenant; provided, however, in one instance exercising such right of consent, Landlord shall be entitled to take into account any factor or factors reasonably relevant to such decision, including but not operate necessarily limited to release (i) the requirement financial strength of any proposed assignee or subtenant and its Affiliates (it being acknowledged that Landlord may require that any assignee or subtenant be a Single Purpose Entity), and the adequacy of the proposed assignee’s, subtenant’s, and/or Affiliate’s working capital, (ii) the business reputation and character of the proposed assignee or subtenant and/or its Affiliates, and (iii) whether such proposed assignee or subtenant is a Competitor of Landlord (as hereinbelow defined) or an Affiliate of such a Competitor. Moreover, Tenant acknowledges and agrees that Landlord is entering into this Lease in order to achieve professional and experienced operation and management of the Leased Property. Accordingly, Landlord shall never be deemed to be unreasonable in withholding consent from Landlord be obtained for to any further or subsequent assignment or subleaseother transfer of Tenant’s leasehold estate to any assignee, purchaser, transferee, subtenant, or other party (x) not having a high degree of professionalism and experience in the operation and management of student housing properties, or (y) which has not submitted to Landlord plans reasonably satisfactory to Landlord by which such party demonstrates that such party or a third party to be engaged by such party can manage the Leased Property with a degree of professionalism and experience not less than that of Tenant. Tenant shall pay all fees and expenseshave no right to assign this Lease at any time an Event of Default is outstanding. Further, including reasonable attorneys’ feesnotwithstanding anything to the contrary provided in this Section 13.3, incurred by Landlord in connection with shall be entitled to withhold its consent to any proposed assignment or subletting or assignment, irrespective of whether in Landlord’s sole and absolute discretion in the event that annualized Net Operating Income from the Leased Property shall have been less than 1.05 times annual Base Rent during the immediately preceding calendar quarter, or in the event that any Project Mortgagee does not consent to such proposed assignment or subletting, to the extent consent of such Project Mortgagee is in fact grantedrequired under the terms of a Project Mortgage. For purposes of this Section 13.3 a “Competitor” shall mean any Entity which owns a portfolio of more than five (5) student housing properties.

Subletting and Assignment. A. In the event Tenant shall not should desire to assign this Lease, in whole or in part, Lease Agreement or sublet the Leased Premises or any portion part thereof or allow same to be used or occupied by others, Tenant shall give Landlord written notice (which shall specify the duration of said desired sublease or assignment, the date same is to occur, the exact location of the space affected thereby, the proposed rentals on a square foot basis chargeable thereunder and sufficient information of the proposed sublessee or assignee regarding its intended use, financial condition and business operations) of such desire at least forty-five (45) days in advance of the date on which Tenant desires to make such assignment or sublease or allow such a use or occupancy. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects: (1) in the event such assignee or sublessee fails to meet the conditions set forth in subparagraph (3) below, to refuse to permit Tenant to assign this Lease Agreement or sublet such space, and in such case this Lease Agreement shall continue in full force and effect in accordance with the terms and conditions hereof; or (2) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant shall be relieved of all obligations hereunder as to such space arising from and after such date; provided, however if Landlord so notifies Tenant of Landlord’s intent to terminate, Tenant shall have a period of five (5) days to rescind Tenant’s notice; or (3) to permit Tenant to assign this Lease Agreement or sublet such space for the duration specified in such notice, such approval not to be unreasonably withheld if (a) the nature and character of the proposed assignee or sublessee and the principals thereof, their business and activities and intended use of the Leased Premises are in Landlord’s reasonable judgment consistent with the current standards of the Building and the floor or encumber floors on which the leasehold interest created Leased Premises are located, (b) neither the proposed assignee or sublessee (nor any party which, directly or indirectly, controls or is controlled by or is under common control with the proposed assignee or sublessee) is a department, representative or agency of any governmental body or then an occupant of any part of the Building or a party with whom Landlord is then negotiating to lease space in the Building or in any adjacent Building owned by Landlord or an affiliate of Landlord in the vicinity of the Gulf Freeway/Clear Lake area of Houston, Texas, (c) the form and substance of the proposed sublease or instrument of assignment are acceptable to Landlord (which acceptance by Landlord shall not be unreasonably withheld) and is expressly subject to all of the terms and provisions of this Lease in Agreement and to any manner matters to which this Lease Agreement is subject, (including d) the creation proposed occupancy would not (1) increase Landlord’s cleaning requirements, (2) impose an extra burden upon the services to be supplied by Landlord to Tenant hereunder, (3) violate the current rules and regulations of the Building, (4) violate the provisions of any security interest other leases of tenants in the Building or (5) cause alterations or additions to be made to the Building (excluding the Leased Premises), (e) Tenant enters into a written agreement with Landlord whereby it is agreed that any rent realized by Tenant as a result of said sublease or assignment in excess of the Base Rent and Additional Rent payable to Landlord by Tenant under this Lease Agreement and any and all sums and other considerations of whatsoever nature paid to Tenant by the assignee or sublessee for or by reason of such assignment or sublease, including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other pledge personal property in excess of the fair market value thereof (that is, after deducting and giving Tenant credit for Tenant’s reasonable costs directly associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or lien upon otherwise improving the Leased Personal PropertyPremises for said assignee or sublessee but excluding any free rentals or the like offered to any such sublessee or assignee) without shall be payable to Landlord as it accrues as additional rent hereunder, (f) the prior written granting of such consent will not constitute a default under any other agreement to which Landlord is a party or by which Landlord is bound and (g) the creditworthiness of the proposed assignee or sublessee and the principals thereof is acceptable to Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. discretion. B. No assignment or sublease subletting by Tenant shall operate to release be effective unless Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of shall execute, have acknowledged and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable deliver to Landlord, and must require cause each sublessee or assignee to execute, have acknowledged and deliver to Landlord, an instrument in form and substance acceptable to Landlord in which (i) such sublessee or assignee adopts this Lease Agreement and assumes and agrees to perform jointly and severally with Tenant, all of the subtenant’s property insurer obligations of Tenant under this Lease Agreement, as to issue the space transferred to it, (ii) Tenant and such sublessee or assignee agree to provide to Landlord, at their expense, direct access from a public corridor in favor the Building to the transferred space, (iii) such sublessee or assignee agrees to use and occupy the transferred space solely for the purpose specified in Section 3 and otherwise in strict accordance with this Lease Agreement and (iv) Tenant acknowledges and agrees that, notwithstanding such subletting or assignment, Tenant remains directly and primarily liable for the performance of all the obligations of Tenant hereunder (including, without limitation, the obligation to pay Rent), and Landlord and the other Releasees waiver of subrogation rights endorsements shall be permitted to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy enforce this Lease Agreement against Tenant or sale on executionsuch sublessee or assignee, or both, without prior demand upon or proceeding in any way against any other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Leasepersons. Any attempted assignment or sublease in violation of this Section Tenant shall, at Landlord’s optionupon demand, be void and shall constitute a default under this Lease. Consent by reimburse Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, expenses incurred by Landlord in connection with a request made by Tenant pursuant to this Section 12, including, without limitation, any investigations as to the acceptability of the proposed subletting assignee or assignmentsublessee, irrespective all legal costs reasonably incurred in connection with the granting of whether any requested consent and a charge reasonably determined by Landlord to cover in-house time spent in respect of such request. C. Any consent by Landlord to a particular assignment or sublease shall not constitute Landlord’s consent to any other or subsequent assignment or sublease, and any proposed sublease or assignment by any assignee or sublessee shall be subject to the provisions of this Section 12 as if it were a proposed sublease or assignment by Tenant. The prohibition against an assignment or sublease described in this Section 12 shall be deemed to include a prohibition against (i) except as set forth in Section 12.E below, Tenant’s mortgaging or otherwise encumbering its leasehold estate, (ii) an assignment or sublease which may occur by merger or operation of law and (iii) permitting the use or occupancy of the Leased Premises, or any part thereof, by anyone other than Tenant, each of which shall be ineffective and void and shall constitute an Event of Default under this Lease Agreement unless consented to by Landlord in writing in advance. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership interest in fact grantedTenant (if Tenant is a partnership), at any time throughout the Term, shall be deemed to be an assignment of this Lease Agreement. D. Notwithstanding anything to the contrary contained herein, Tenant may assign this Lease Agreement or sublet the Leased Premises or any part thereof, without the prior consent of Landlord, to (i) an Affiliate (as defined below) of Tenant, (ii) an entity into which Tenant is merged, consolidated or converted (or the resulting entity in any merger of any other entity into or with Tenant), or (iii) to an entity to which fifty percent (50%) or more of Tenant’s assets are transferred; provided, however, (a) Tenant shall give Landlord written notice (which shall specify the assignee or sublessee, the duration of said assignment or sublease, the effective date of such assignment or subletting and the exact location of the space affected thereby and the rentals on a square foot basis to be charged thereunder) of such assignment or sublease at least ten (10) business days prior to such assignment or sublease, and (b) the assignee or successor entity must have a net worth as determined by generally accepted accounting principles (“GAAP”) on the date following such sale of assets or merger at least equal to the GAAP net worth of Tenant as of the day preceding such assignment, sublease, sale or merger. As used herein, (1) the term “Affiliate” means any person or entity controlled by, under common control with, or which controls, the Tenant, and (2) the term “ control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the entity referred to, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controls” have meanings correlative to the foregoing. E. Tenant shall have the right, at any time or from time to time, to mortgage its leasehold interest under this Lease Agreement, subject, however, to the limitations hereinafter set forth. A mortgage of or deed of trust on Tenant’s leasehold interest under this Lease Agreement is hereinafter referred to as a “Leasehold Mortgage”. The holder of the Leasehold Mortgage is referred to as the “Leasehold Mortgagee”. Any Leasehold Mortgage shall be subject and subordinate to the rights of Landlord hereunder and all matters then of record, it being agreed and understood that Landlord’s right, title and interest in and to the Complex and the Leased Premises shall at all times be superior to such Leasehold Mortgage. No Leasehold Mortgagee shall be entitled to enjoy the rights or benefits mentioned herein, nor shall the provisions of this Lease Agreement pertaining to Leasehold Mortgages be binding upon Landlord, unless Landlord shall have been given written notice of the name and address of the Leasehold Mortgagee together with a true and correct copy of the Leasehold Mortgage. The Leasehold Mortgage shall provide that (i) notices of any foreclosures of the Leasehold Mortgage shall be sent to Landlord and (ii) in the event of a foreclosure of the Leasehold Mortgage, the Leasehold Mortgagee shall be subject to the terms and provisions of this Lease Agreement and have the same rights and obligations of Tenant hereunder.

Subletting and Assignment. Tenant shall not assign this Leasenot, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld list the Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, nor assign this Lease or any interest thereunder, or sublet the Premises or any part thereof, or permit the use of Premises by any party other than Tenant, or mortgage, collaterally assign or grant a security interest in Landlord’s sole discretion this Lease. In the event that during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment Tenant desires to assign or sublease shall operate and introduces Landlord to release a proposed assignee, sublessee or replacement tenant for Tenant, which assignee, sublessee or replacement tenant has a good reputation, is of financial strength at least equal to that of Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as determined by Landlord in its sole discretion) and has a use for Premises and a number of employees reasonably consistent with that term is defined in this Lease)of Tenant’s operation, in form Landlord shall consider such assignee, sublessee or replacement tenant and content acceptable notify Tenant with reasonable promptness as to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shallchoice, at Landlord’s optionsole discretion, be void of the following: (a) That Landlord consents to a subleasing of the Premises or assignment of this Lease to such assignee or sublessee provided that Tenant shall remain fully liable for all of its obligations and shall constitute a default liabilities under this Lease and provided further that Landlord shall be entitled to any profit obtained by Tenant from such subletting or assignment; or (b) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (c) That Landlord declines to consent to such sublease or assignment due to insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant’s reputation, financial strength and proposed use of and operations upon Premises; or (d) That Landlord elects to cancel this Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel this Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee, sublessee or replacement tenant), without any liability to Tenant. In no case may Tenant assign any options to sublessee(s) or assignee(s) hereunder, all such options being deemed personal to Tenant only. Consent by Landlord to an assignment hereunder shall in no way operate as a waiver by Landlord of, or sublease in one instance shall not operate to release the requirement that consent or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether obtaining Landlord’s consent is in fact grantedto any subsequent assignment, subletting, transfer, use or occupancy.

Subletting and Assignment. Tenant A) Lessee shall not have the right to sublet or assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber leased premises except on the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Termfollowing terms and conditions, and thereafter such approval will not be unreasonably withheld. No withheld or delayed: 1) Such subletting or assignment or sublease shall operate not relieve the Lessee from its duty to release Tenant from any of its obligations under this Lease. Each sublease perform fully all of the Leased Premises agreements, covenants and conditions set forth in this lease agreement or any portion thereof must contain a release Guarantor from obligations of any Guaranty executed and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried delivered in connection with this leasing. 2) The Lessee shall first obtain the Leased Premises Lessor's written consent to the subletting or assignment in each instance. 3) The Lessee shall provide the name of the proposed sublessee or assignee, the terms and conditions of the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective the nature and character of whether Landlord’s the business of the proposed sublessee or assignee, and the banking, financial and other credit information relating to the proposed sublessee reasonably sufficient to enable Lessor to determine the financial responsibility of said proposed sublessee or assignee. 4) Upon the receipt of such request from Lessee, Lessor shall have an option, to be exercised in writing within forty-five (45) days thereafter, to terminate this lease effective on a date (the termination date) set forth in Lessor's notice of termination, which shall not be less than thirty (30) days nor more than one hundred twenty (12) days following the service upon Lessee of Lessor's notice of termination. 5) In the event Lessor shall exercise such option to terminate this lease agreement, this lease shall expire on the termination date as if that date had been originally fixed as the expiration date of the term herein granted and Lessee shall surrender possession of the entire leased premises on the termination date in accordance with the provisions of this lease agreement. B) If Lessor shall not exercise its option within the period aforesaid, then Lessor's consent to such request shall not be reasonably withheld but will be given only in the following condition acknowledged by Lessee to be reasonable and proper: 1) That the subletting or assignment is for part of or the entire leased premises only; 2) That the subletting or assignment shall be to a sublessee whose occupancy will be in fact grantedkeeping with the dignity and character of the then use and occupancy of the Premises by other lessees and whose occupancy will be more objectionable or more hazardous than that of Lessee herein. In no event shall any subletting or assignment be permitted to a school of any kind or an employment or placement agency; or governmental or quasi-governmental agency; 3) That the subletting or assignment shall not be to any lessee, sublessee or assignee of any leased space in the Premises of which the leased premises form a part; 4) That the subletting or assignment shall not be at a lower rental rate than that being charged by Lessor at the time for similar space in the Premises; 5) That the sublease or assignment will expressly prohibit assignment of the lease agreement or further subletting by the sublessee without Lessor's written consent. 6) If this lease shall be assigned, or if the leased premises or any part thereof, be sublet or occupied by any person or persons other than Lessee, Lessor may, after default by Lessee, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of the covenants contained in this lease agreement, nor shall it be deemed acceptance of the assignee, subtenant or occupant as a tenant or a release of Lessee from the full performance by Lessee of all the terms, conditions and covenants of this lease.

Subletting and Assignment. Tenant shall may not transfer nor assign this Leaselease, in nor let, nor sublet the whole or in partany part of leased property. Landlord will, or sublet at all times, have and maintain adequate fire and extended casualty coverage insurance on the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlordbuilding, which may be withheld in Landlord’s sole discretion during constitutes the first twenty-four full calendar months of the Term, leased property. It is understood and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as agreed that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property such insurance carried in connection with by the Leased Premises and Landlord shall cover only the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleasestructure itself. Tenant shall be responsible for insuring their personal possessions against fire and other catastrophes including wind, hail, water damages. All personal property and improvements on or in leased property shall be and remain at Tenant's sole risk. Landlord shall not be liable for any damage to, or loss of such personal property and improvements arising from any acts of negligence of any other persons nor from fire or other catastrophes including wind, hail, water damages or the leaking of the roof, or from the bursting, leaking or overflowing of water or sewer pipes, or from heating or plumbing fixtures, or from electric wires or fixtures, or from any other cause whatsoever, nor shall the Landlord be liable for any injury to the person of the Tenant or other persons in or on leased property. Tenant will, at all times, have and maintain liability insurance to protect themselves from bodily injury and property damage to others for not less than $100,000 while on the leased premiums. Such liability insurance shall name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as additional insured-Landlord and shall provide Landlord 30 days’ notice of cancellation or nonrenewal. Initial: _______ Tenant covenants and agrees that he will not do or permit anything to be done in or upon the leased property or bring in anything or keep anything therein which may prevent the obtaining of any insurance on the leased property or the building or any property therein, including, but without limitation, fire, extended coverage and property liability insurance, or which may create extra premiums or increase the rate of any such insurance. Tenant further agrees that in the event he shall do any of the foregoing, he will promptly pay all fees to Landlord any such increase resulting there from, which shall be due and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with payable as additional rent hereunder on the first day of the month immediately following any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsuch increase.

Subletting and Assignment. Tenant shall not assign this LeaseTHE LESSEE MAY NOT ASSIGN THIS LEASE OR ANY OF ITS RIGHTS OR OBLIGATIONS WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. The Lessee may, without the consent of the Lessor, sublease the Property or portion thereof to any Person, PROVIDED, that no such sublease shall, in whole the opinion of the Lessor, materially adversely affect any of the Lessor's interests, rights or remedies under the Lease or the Lessor's title to the Property. No assignment, sublease or other relinquishment of possession of the Property shall in partany way discharge or diminish any of the Lessee's obligations to the Lessor hereunder and the Lessee shall remain directly and primarily liable under this Lease as to the Property, or sublet the Leased Premises or any portion thereof, so assigned or encumber sublet. Any sublease of the leasehold interest created by Property shall be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder, and shall expressly provide for the surrender of the Property (or portion thereof) after a Lease Event of Default hereunder, PROVIDED THAT, the Lessor hereby consents to the sublease by Lessee to Micron pursuant to the Micron Sublease of approximately 25,000 square feet of office space at the Property for a term not to exceed nine (9) months and agrees that it will cause the Agent to enter into the Micron SNDA; PROVIDED, that in no event shall the term of such Micron SNDA exceed nine (9) months. All such subleases shall expressly provide for termination at or prior to the earlier of the applicable Expiration Date or other date of termination of this Lease unless the Lessee shall have purchased the Property pursuant to ARTICLE XX. No assignee or sublessee shall use the Property in a manner which is substantially different from the manner in which the Property is used or intended for use by the Lessee or in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) not otherwise permitted under SECTION 8.2, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedLessor.

Subletting and Assignment. Tenant shall not ▇▇▇▇▇▇ agrees to sublet no part of the leased premises, nor to assign this Lease, in whole or in part, or sublet the Leased Premises lease or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) Interest therein without the prior written consent of Landlordthe Landlord first being obtained, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheld. No assignment , and notwithstanding the consent of the Landlord, any such subletting or sublease assignments shall operate to release not relieve the Tenant from any of its primary obligations under hereunder to the Landlord. If this Lease. Each sublease lease be assigned, or if the clemised premises or any part thereof be sublet or occupied by any party other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant, or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy, or collection shelf be deemed a waiver of this covenant, or the acceptance of the Leased Premises assignee, subtenant, or any portion thereof must contain occupant as the Tenant hereof, or a release of and waiver Tenant from further performance by Tenant of claims against Landlord and covenants on the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require part of the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this LeaseTenant herein contained. Consent by Landlord to an assignment or sublease in one instance subletting shall not operate in anywise be construed to release relieve Tenant from obtaining the requirement that express consent from in writing of Landlord be obtained for to any further or subsequent assignment or subleasesubletting. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by If Landlord in connection with any proposed elects to consent to a subletting or assignment, irrespective a condition of whether Landlord’s such consent is the agreement of the parties that Landlord shall receive the full and complete rental payment of subtenant or assignee, though such payments may be in fact grantedexcess of the original rental between Landlord and Tenant. It is the intent and understanding of the parties to this agreement that Tenant shall not receive any monetary benefit in excess of the actual rental obligation of Tenant, as agreed between the original Tenant and Landlord, through a sublease or assignment to a third party. Assignee, subtenant, or occupant will be bound by the terms of this tease.

Subletting and Assignment. (a) Tenant shall not mortgage, pledge, encumber, sell or assign this Lease, Lease in whole or in part, part or sublease or sublet the Leased Premises whole or any portion thereofpart of the Premises, or encumber nor permit the leasehold interest created Premises to be used by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) others without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheld. Any attempted transfer, assignment, subletting mortgaging or encumbering of this Lease in violation of the provisions of this section shall be void and confer no rights upon any third person. No permitted assignment or sublease subletting shall operate to release relieve Tenant from of any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees . (as that term is defined b) If Tenant's interest in this Lease)Lease is assigned, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy whether or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease not in violation of this Section shallprovisions of this section, at Landlord may collect rent from the assignee. If the Premises or any part thereof are sublet to, or occupied by, or used by, any person other than Tenant, whether or not in violation of this section, Landlord’s option, be void and shall constitute a after default by Tenant under this Lease, may collect rent from the subtenant, user or occupant. Consent in either case, landlord shall apply the amount collected to the rents reserved in this Lease, but neither any such assignment, subletting, occupancy or use, whether with or without Landlord's prior consent, nor any such collection or application, shall be deemed a waiver of any term, covenant or condition of this Lease or the acceptance by Landlord of such assignee, subtenant, occupant or user as tenant. The consent by Landlord to any assignment or subletting shall not relieve Tenant from its obligation to obtain the express prior consent of Landlord to any further assignment or subletting. Neither an assignment of Tenant's interest in this Lease nor a subletting occupancy or sublease use of the Premises or any part thereof by any person other than Tenant, nor the collection of rent by landlord from any person other than Tenant as provided in one instance shall not operate this subsection nor the application of any such rent as provided in this subsection shall, in any circumstances, relieve Tenant from its obligation fully to release observe and perform the requirement that consent from Landlord terms, covenants and conditions of this Lease on Tenant's part to be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees observed and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedperformed.

Subletting and Assignment. Tenant (a) Subtenant shall not assign assign, mortgage, pledge, encumber or in any manner transfer this Sublease or any part thereof nor sublet or suffer the Subleased Premises or any part thereof to be used by others, except as expressly permitted by this Sublease and the Lease. (b) If this Sublease is assigned in violation of the provisions of this Sublease, Sublandlord may and is hereby empowered to collect rent from the assignee. In such event, Sublandlord may apply the net amount received by it to the Fixed Rent, Additional Rent or any other payments herein reserved or provided for, and no such collection shall be deemed a waiver of the covenant herein against assignment, mortgage, pledge or encumbrance, or an acceptance of the assignee as a tenant or subtenant under this Sublease or a release of Subtenant from the further performance of its covenants herein. If the Subleased Premises or any part thereof is sublet or occupied by others in violation of the provisions of this Sublease, Sublandlord is hereby empowered to collect rent from the subtenant or other occupant, and to apply the same to the curing of any default hereunder in any order of priority Sublandlord may elect, any unexpended balance to be applied by Sublandlord against any rental or other obligations subsequently becoming due. The making of any assignment, mortgage, pledge, encumbrance or subletting in whole or in part, and whether or not in violation of the provisions of this Sublease, shall not operate to relieve Subtenant from its obligations under this Sublease and, notwithstanding any such assignment, mortgage, pledge, encumbrance or subletting, Subtenant shall remain liable for the payment of all Fixed Rent, Additional Rent and other charges and for the due performance of all the covenants, agreements, terms and provisions of this Sublease until the end of the Term. Each and every assignee, whether as assignee or as successor in interest of Subtenant or as assignee or successor in interest of any assignee, shall immediately be and become and remain liable jointly and severally with Subtenant and with each other for the payment of the Fixed Rent, Additional Rent and other charges payable under this Sublease and for the due performance of all the covenants, agreements terms and provisions of this Sublease on the part of Subtenant to be paid and performed until the end of the Term. (c) Any proposal by Subtenant to assign this Sublease or to further sublet the Leased Subleased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without thereof shall be subject to the prior written consent of LandlordLandlord (in each case, which may be withheld in Landlord’s sole discretion during to the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether extent Landlord’s consent is required under the Lease) and Sublandlord. Subtenant shall reimburse Sublandlord for all expenses incurred in fact grantedconnection with a proposed assignment or subletting, including without limitation the fees and disbursements of Sublandlord’s attorneys, not to exceed $2,500.00.

Subletting and Assignment. A. Except as otherwise provided herein, Tenant shall not, without the prior written consent of Landlord which shall not unreasonably withheld, conditioned or delayed, assign this Lease or any interest thereunder, or sublet Premises or any part thereof, or permit the use of Premises by any party other than Tenant. In the event that during the term of this Lease, Tenant desires to assign this Lease or sublease all of the Premises (other than subleases or assignments permitted under Section 16.B) and requests consent by Landlord to a proposed assignee or subtenant, Landlord shall consider such replacement tenant and notify Tenant within twenty (20) days as to Landlord’s choice, at Landlord’s reasonable discretion, of the following: (a) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to 50% of any profit obtained by Tenant from such subletting or assignment; or (b) That this Lease shall be cancelled upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, and Tenant shall thereupon be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (c) That Landlord declines to consent to such sublease or assignment for any of the reasons set forth in whole or Section C of this Article; or (d) that Landlord elects to cancel the Lease and recapture the Premises. In such event Tenant shall surrender possession of the Premises on the date set forth in parta notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises but no sooner than 90 days. If Landlord shall cancel this Lease, Landlord may relet the Premises, or sublet the Leased applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant. B. Notwithstanding anything to the contrary contained in Article 16.A., above: Tenant shall be permitted, without necessity of Landlord’s consent, to assign this Lease or sublease the Premises or any portion thereofthereof to (1) any purchaser of all or substantially all of Tenant’s assets, or encumber (2) any entity in control of, under the leasehold control of, or in common control with, Tenant. C. Notwithstanding anything to the contrary contained in Article 16.A., above, Tenant’s transfer of its interest created pursuant to this Lease, other than as may be permitted pursuant to Article 16.B, shall be subject to the following express conditions, which conditions are agreed by this Lease in any manner Landlord and Tenant to be reasonable: (including a) That the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without proposed transferee shall be subject to the prior written consent of Landlord, which may be withheld in Landlord’s sole reasonable discretion but, without limiting the generality of the foregoing, it shall be reasonable for Landlord to deny such consent if: (i) The use to be made of the Premises by the proposed transferee is (1) not generally consistent with the character and nature of all other tenancies in the Building, or (2) a use which conflicts with any so-called “exclusive” then in favor of, or for any use which is the same as that stated in any percentage rent lease to, another tenant of the Building or any other buildings which are in the same complex as the Building, or (3) a use which would be prohibited by any other portion of this Lease (including, but not limited to, any rules and regulations then in effect); (ii) The financial net worth, cash flow and creditworthiness 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; (iii) The proposed transferee is either a governmental agency or instrumentality thereof; or (iv) Either the proposed transferee or any person or entity which directly or indirectly controls, is controlled by or is under common control with the proposed transferee (A) occupies space in the Building at the time of the request for consent, or (B) is negotiating with Landlord or has negotiated with Landlord during the first twenty6-four full calendar months month period immediately preceding the date of the Termproposed transfer, to lease space in the Building; or (v) Landlord is otherwise reasonably dissatisfied with the identity of the proposed transferee, its history of operations (including prior relations with its creditors) or any other factor materially and adversely affecting the proposed transferee; or (vi) The proposed transferee does not have a good reputation or has a use for Premises and a number of employees that is not reasonably consistent with that of Tenant’s operation. (b) Whether or not Landlord consents to any such transfer, Tenant shall pay to Landlord the then-standard processing fee of Landlord and reasonable attorney fees incurred by Landlord in connection with the proposed transfer up to the aggregate sum of $1,500.00; (c) That the proposed transferee shall execute an agreement pursuant to which it shall agree to perform faithfully and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease applicable to that portion of the Premises so transferred; and (d) That an executed duplicate original of said assignment and assumption agreement or other transfer on a form reasonably approved by Landlord, shall be delivered to Landlord within 5 days after the execution thereof, and thereafter will that such transfer shall not be unreasonably withheldbinding upon Landlord until the delivery thereof to Landlord and the execution and delivery of Landlord’s consent thereto. No It shall be a condition to Landlord’s consent to any subleasing, assignment or sublease other transfer of part or all of Tenant’s interest in the Premises (hereinafter referred to as a “Transfer”) that (i) upon Landlord’s consent to any Transfer, Tenant shall operate pay and continue to release pay 50% of any “Transfer Premium” (defined below), received by Tenant from the transferee; (ii) any sublessee of its obligations part or all of Tenant’s interest in the Premises shall agree that in the event Landlord gives such sublessee notice that Tenant is in default under this Lease. Each , such sublessee shall thereafter make all sublease of or other payments directly to Landlord, which will be received by Landlord without any liability whether to honor the Leased Premises sublease or any portion thereof must contain a release of and waiver of claims otherwise (except to credit such payments against Landlord and the other Releasees (as that term is defined in sums due under this Lease), and any sublessee shall agree to attorn to Landlord or its successors and assigns at their request should this Lease be terminated for any reason, except that in form no event shall Landlord or its successors or assigns be obligated to accept such attornment; (iii) any such Transfer and content acceptable consent shall be effected on forms supplied by Landlord and/or its legal counsel; (iv) Landlord may require that Tenant not then be in default hereunder in any respect; and (v) Tenant or the proposed subtenant or assignee (collectively, “Transferee”) shall agree to pay Landlord, upon demand, as additional rent, a sum equal to the additional costs, if any, incurred by Landlord for maintenance and must require repair as a result of any change in the subtenant’s property insurer to issue in favor nature of Landlord and the occupancy caused by such subletting or assignment. “Transfer Premium” shall mean all rent, additional rent or other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried consideration payable by a Transferee in connection with a Transfer in excess of the Leased Premises Rent payable by Tenant under this Lease during the term of the Transfer and if such Transfer is less than all of the contents thereofPremises, the Transfer Premium shall be calculated on a rentable square foot basis. Every transfer “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by levy or sale on executiona Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to the Transferee and any payment in excess of fair market value for assets, fixtures, inventory, equipment, or other legal process, every transfer furniture transferred by Tenant to the Transferee in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court connection with such Transfer. In no event shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent consent by Landlord to an assignment or sublease in one instance shall not operate subletting be construed as relieving Tenant, any assignee, or sublessee from obtaining the express written consent of Landlord to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. subletting, or as releasing Tenant from any liability or obligation hereunder whether or not then accrued and Tenant shall pay all continue to be fully liable therefor. No collection or acceptance of Rent by Landlord from any person other than Tenant shall be deemed a waiver of any provision of this Article 16 or the acceptance of any assignee or subtenant hereunder, or a release of Tenant (or of any successor of Tenant or any subtenant). Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under this Article 16 or otherwise has breached or acted unreasonably under this Article 16, their sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages other than the recovery of attorneys’ fees and expensescosts as may allowed hereunder or under law, including reasonable attorneys’ feesand Tenant hereby waives all other remedies, incurred by Landlord in including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed Transferee. In connection with such remedies, Landlord agrees that irreparable harm would result from any proposed subletting or assignmentbreach of this Article 16 by Landlord, irrespective of whether Landlord’s consent is in fact grantedthat monetary damages would not suffice, and that, therefore, Tenant shall be entitled to injunctive relief.

Subletting and Assignment. Tenant shall not assign this Leaseenter into any Occupancy Arrangement, in whole either voluntarily or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation operation of any security interest in or other pledge of or lien upon the Leased Personal Property) law without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter consent will not be unreasonably withheld. No Without limiting the generality of the foregoing, in no event shall Tenant enter into negotiations to sublet all or any part of the Premises or to assign this Lease, offer to so sublet or assign or so sublet or assign to any tenant or occupant of the Building or to any party with whom Landlord is then negotiating with respect to space in the Building. If ▇▇▇▇▇▇ intends to enter into an Occupancy Arrangement, Tenant shall so notify Landlord in writing, stating the name of (and providing a financial statement with respect to) the Person whom ▇▇▇▇▇▇ intends to enter into such Arrangement, the exact terms of the Occupancy Arrangement and a precise description of the portion of the Premises intended to be subject thereto. Within thirty (30) days of receipt of such writing, Landlord shall either (i) consent to such Occupancy Arrangement, (ii) terminate this Lease with respect to so much of the Premises as is intended to be subject thereto, or (iii) deny consent to such Occupancy Arrangement. The Landlord shall not be deemed to be unreasonable in denying its consent to any proposed assignment or sublease shall operate to release subletting by the Tenant from based on any of the following factors, without limitation: (a) The business of the proposed tenant is not consistent with the image and character which the Landlord desires to promote for the Building; (b) The proposed assignment or subletting could adversely affect the ability of the Landlord and its obligations under affiliates to lease space in the Building or elsewhere in the Park (if applicable), including leasing space to any proposed assignee or subtenant; and (c) The credit worthiness of the proposed tenant is unsatisfactory to the Landlord, as the Landlord may determine in its reasonable discretion. If the Landlord consents to such Occupancy Arrangement, Tenant shall (i) enter into such Arrangement on the exact terms described to Landlord within fourteen (14) days of Landlord's consent or comply again with the terms of this Section and (ii) remain liable for the payment and performance of the terms and covenants of this Lease. Each sublease If ▇▇▇▇▇▇ enters into such an Occupancy Arrangement, Tenant shall pay to Landlord when received the excess, if any, of amounts received in respect of such Occupancy Arrangement over the Rent. For the purpose of the Leased Premises or any portion thereof must contain a release preceding sentence, amounts received by Tenant in respect of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court such Occupancy Arrangement shall be deemed to constitute an “assignment” within include (a) any costs assumed or paid by the meaning subtenant thereunder (such as brokerage commissions, tenant improvements and other expenses) which normally are paid by landlords or sub-landlords in comparable transactions and (b) any sums paid for the sale, rental or use of any of Tenant’s personal property (in case of a sale only, reduced by Tenant’s depreciated basis thereof for federal income tax purposes). If Landlord terminates this LeaseLease pursuant to this Section, all Rent due shall be adjusted as of the day the Premises (or portion thereof) are redelivered to Landlord. Any attempted assignment or sublease portion of the Premises so redelivered shall be in violation the condition specified in Section 7.04 hereof. If Tenant’s stock is not publically held, the provisions of this Section shall13.01 shall apply to a transfer (by one or more transfers) of a majority of the stock or other ownership interests of Tenant as if ▇▇▇▇▇▇ had entered into an Occupancy Arrangement. Such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (i) the successor to Tenant has a tangible net worth computed in accordance with generally accounting principles at least equal to the tangible net worth of Tenant immediately prior to such merger, consolidation or transfer, (ii) proof satisfactory to Landlord of such tangible net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction, and (iii) the assignee agrees directly with Landlord’s option, by written instrument in form satisfactory to Landlord, to be void and bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment or subletting. Notwithstanding the foregoing, Tenant shall constitute a default under this Lease. Consent by Landlord have the right to assign or sublet to an assignment acquirer of its stock or sublease in one instance all or substantially all of its assets with at least the same tangible net worth or greater without limitation. Transfer among its existing shareholders and issuances of additional securities also shall not operate to release the requirement that consent be excluded from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedtransfer provisions.

Subletting and Assignment. Tenant 9.1 Lessee may at its option, at any time, subject to the written approval of the City, which approval shall not be arbitrarily withheld, convey, sell, transfer, or assign all, or a portion, of Lessee’s leasehold estate and all, or a part, of Lessee’s rights, title and interest hereunder, including its right to use and occupy all, or a portion, of the Leased Premises and all of its right and interest in and to any portion of all buildings, other improvements and fixtures now or hereafter placed on the Leased Premises; and in such event, upon Lessee’s written request to City, City will, within sixty (60) business days, obtain and provide through its agent all necessary documentation, Estoppel agreements, transfers and releases such that the assignee, heir, lender, transferee, or successor of the leasehold estate in the improvement will obtain all rights and interest in the leasehold estate of that improvement from the City and Lessee. Any costs incurred for the preparation of documentation required hereunder will be at the expense of Lessee, its transferees or assignees. All assignments, transfers, and any indebtedness secured by a leasehold interest thereby shall at all times be and remain inferior and subordinate to all of the conditions, covenants and obligations of this lease and to all of the rights of the City hereunder. In no event shall Lessee have the right to encumber, subordinate or render inferior in any way City fee simple title in and to the Leased Premises. 9.2 Except as provided herein, if Lessee should desire to sublet any or all of the Leased Premises, Lessee may do so only after receiving the written consent of Lessor, which will not be unreasonably withheld. Any such subletting, if permitted, shall not release Lessee from its obligations hereunder. (a) Any and all subletting shall be subordinate to this Lease and subject to the Arlington Municipal Airport's rules, regulations and Minimum Standards for Commercial Aeronautical Activities. Lessee shall be responsible for the sublessee's compliance with all federal, state and municipal laws, ordinances, rules and regulations. (b) A copy of each sublease executed between the Lessee and a sublessee shall be delivered to the Lessor's Airport Manager within ten (10) calendar days of execution. (c) All sublessees shall comply with Arlington Municipal Airport General Aviation Minimum Standards and the Arlington Municipal Airport Rules and Regulations, as currently enacted or as hereafter amended. For those commercial activities not described in Article 3, sublessee must first obtain approval from the Airport Manager before conducting such activities. 9.3 Lessee shall be allowed to assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without with the prior written consent of Landlordthe Lessor, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any For purposes of its obligations under this Lease. Each sublease , the sale or transfer of fifty percent (50%) or more of the Leased Premises stock, assets, or business of Lessee to non-related parties shall constitute an assignment requiring prior written consent of the Lessor. 9.4 Lessee shall make any portion thereof must contain request for assignment, in writing, to the Airport Manager, who will present the request to the Arlington City Council for formal consideration. Upon approval by the City Council, the City Manager, or his/her designee, will execute a release Consent to Assignment to allow the purchaser of and waiver such interest in the leasehold improvements to assume a prorated obligation of claims against Landlord this Restated Agreement. If the Arlington City Council does not approve the Consent to Assignment, the lessee will be notified in writing within ten (10) business days. If ninety (90) days pass after Lessee’s written request for assignment approval is confirmed to have been received, and the other Releasees (as that term is defined in this Lease)City has not scheduled formal consideration by the Arlington City Council, in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court assignment shall be deemed approved. Upon an assignment of all or part of the leasehold interests, a new Annual Rent will be established for Lessee by multiplying the square footage remaining after the assignment by the current leasehold rate, per square foot, as determined in Article 4. The Annual Rent for the assignee of the Leasehold interest will be calculated by multiplying the square footage assigned by the current market rate for the property. 9.5 Subject to constitute an “assignment” within Lessee’s and/or any sublessee’s authorization, any such assignee, transferee, or buyer at its option, at any time before the meaning rights of Lessee shall have been terminated, may pay any prorate share of the rents due hereunder or may affect any insurance, or may pay any taxes or may do any other act or thing or make any other payment required of the Lessee by the terms of this lease, or may do any act or thing which may be necessary and proper to be done in the observance of the covenants and conditions of this Lease. Any attempted assignment , or sublease in violation to prevent the termination of the lease and may use insurance proceeds to pay any sum required to be paid by Lessee hereunder; and all payments so made and all things so done and performed by any such assignee, transferee or buyer shall be as effective to prevent a forfeiture of the rights of the Lessee hereunder as the same would have been if done and performed by the Lessee instead of by such assignee, transferee, or buyer. 9.6 No assignee, transferee or buyer of the rights or interest of any portion or all of the leasehold interests of Lessee hereunder shall be or become liable to Lessor as an assignee of this Section shalllease or otherwise for the payment or performance of any obligation of Lessee until it expressly assumes by written instrument the payment or performance of such obligation, and no assumption of liability shall be inferred from or result from foreclosure or other appropriate proceedings in the nature thereof, or as the result of any other action or remedy provided for by any conveyance or assignment pursuant to which any purchaser at Landlord’s optionforeclosure shall acquire the rights and interest of Lessee under the terms of this lease. All assignments shall be on the condition that the assignee accepts and agrees to the prorated share of all of the terms, be void conditions and shall constitute a default under provisions of this Lease. Consent by Landlord Restated Agreement and agrees to an assignment or sublease in one instance shall not operate to release accept and discharge the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay prorated share of all fees of the covenants and expensesobligations of the Lessee hereunder, including reasonable attorneys’ fees, incurred but not limited to the payment of all sums due and to become due by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedLessee under the terms hereof.

Subletting and Assignment. (A) It is further understood, agreed and covenanted by and between the parties hereto that the Tenant shall not have no right to, and will not, transfer or assign this Lease, in whole or in partsublet or transfer possession of said Demised Premises, or sublet the Leased Premises or any portion part thereof, voluntarily, or encumber the leasehold interest created involuntarily, whether by this Lease operation of law, in any manner (including the creation of any security interest in bankruptcy or other pledge of or lien upon the Leased Personal Property) otherwise, without the prior written consent of the Landlord. If Tenant desires to assign this Lease or to sublet the entire Demised Premises, then in any such event, the Landlord shall have the right (and such right is hereby expressly reserved unto Landlord) in its sole discretion, but not the obligation, by written notice given to Tenant within twenty (20) days from Landlord’s receipt of a written proposal for such assignment or sublease, to cancel and terminate this Lease and recover possession of the Demised Premises. Any assignment or subletting and any consent of Landlord thereto shall not release Tenant of any liability under this Lease, and shall not waive the obligation to obtain Landlord’s consent to any further assignment or subletting. Any assignment or subletting, including the use of the Demised Premises by the assignee or subtenant, shall be subject to all of the terms and provisions of this Lease. Tenant shall pay to Landlord, which may be withheld in as Additional Rent within thirty (30) days of demand by Landlord therefor, all reasonable administrative review and processing fees, costs or expenses and including, without limitation, attorneys’ fees and other professional fees incurred by Landlord (or Landlord’s sole discretion during mortgagee) with respect to the first twenty-four full calendar months review and consent or denial of consent of the Termforegoing. (B) With any request for Landlord’s consent to an assignment or subletting, and thereafter will not be unreasonably withheld. No Tenant shall provide Landlord a copy of the proposed instrument of assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content reasonably acceptable to Landlord and legally binding upon and enforceable against Tenant and the assignee or sublessee, together with such additional information as Landlord reasonably may require. (C) Notwithstanding anything herein above to the contrary, Landlord’s consent shall not be required and Landlord shall not have a termination right with respect to the subletting of all or a part of the Premises or the assignment of Lease by Tenant to a “Tenant Affiliate” (defined below), subject, however, to prior written notice being furnished by Tenant to Landlord providing (i) the name, address, state of incorporation and Certificate of Good Standing or foreign qualification, if applicable, from the Maryland State Department of Assessment and Taxation on behalf of such Tenant Affiliate; (ii) the name, title, address, phone and fax number of the proper authorized officer or agent of such Tenant Affiliate to receive any written notice to be issued by Landlord under the Lease; and (iii) written documents satisfactory to Landlord, and must require the subtenant’s property insurer in its reasonable judgment, to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements establish that any such proposed assignee or sub-lessee is a Tenant Affiliate. Such subletting or assignment shall be subject to all policies of property insurance carried in connection the terms and provisions of this Lease and Tenant shall remain jointly and severally liable under the Lease along with such Tenant Affiliate (except to the Leased Premises extent that, as a result of a merger, the transferring “Tenant” ceases to exist). For purposes of this Section 7(C), the phrase “Tenant Affiliate” shall mean any legal entity owning Tenant, owned by Tenant or under common ownership, management or control with Tenant or which acquires and the contents thereof. Every transfer by levy succeeds to ownership of all of Tenant’s business as a result of either (i) purchase of all or sale on executionsubstantially all of Tenant’s assets, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, (ii) purchase of all or by operation substantially all issued and outstanding shares of Law, every transfer of a controlling interest capital stock in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment (iii) a merger, consolidation or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleasepublic offering. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by further agrees to provide Landlord in connection with any satisfactory documents to establish that such proposed subletting assignee or assignment, irrespective of whether Landlord’s consent sub-lessee is in fact granteda Tenant Affiliate at the time that Tenant furnishes written notice thereof as required herein.

Subletting and Assignment. Tenant (a) Subtenant shall not assign assign, mortgage, pledge, encumber or in any manner transfer this Sublease or any part thereof nor sublet or suffer the Subleased Premises or any part thereof to be used by others, except as expressly permitted by this Sublease and the Lease. Subject to the terms of this Sublease and the Consent, it is understood that a change in control of Subtenant shall be deemed to constitute an assignment of this Sublease, except to the extent such change of control is not deemed an assignment pursuant to the Lease. (b) If this Sublease is assigned in violation of the provisions of this Sublease, Sublandlord may and is hereby empowered to collect rent from the assignee. In such event, Sublandlord may apply the net amount received by it to the Fixed Rent, Additional Rent or any other payments herein reserved or provided for, and no such collection shall be deemed a waiver of the covenant herein against assignment, mortgage, pledge or encumbrance, or an acceptance of the assignee as a tenant or subtenant under this Sublease or a release of Subtenant from the further performance of its covenants herein. If the Subleased Premises or any part thereof is sublet or occupied by others in violation of the provisions of this Sublease, Sublandlord is hereby empowered to collect rent from the subtenant or other occupant, and to apply the same to the curing of any default hereunder in any order of priority Sublandlord may elect, any unexpended balance to be applied by Sublandlord against any rental or other obligations subsequently becoming due. The making of any assignment, mortgage, pledge, encumbrance or subletting in whole or in part, and whether or not in violation of the provisions of this Sublease, shall not operate to relieve Subtenant from its obligations under this Sublease and, notwithstanding any such assignment, mortgage, pledge, encumbrance or subletting, Subtenant shall remain liable for the payment of all Fixed Rent, Additional Rent and other charges and for the due performance of all the covenants, agreements, terms and provisions of this Sublease until the end of the Term. Each and every assignee, whether as assignee or as successor in interest of Subtenant or as assignee or successor in interest of any assignee, shall immediately be and become and remain liable jointly and severally with Subtenant and with each other for the payment of the Fixed Rent, Additional Rent and other charges payable under this Sublease and for the due performance of all the covenants, agreements terms and provisions of this Sublease on the part of Subtenant to be paid and performed until the end of the Term. (c) Any proposal by Subtenant to assign this Sublease or to further sublet the Leased Subleased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without thereof shall be subject to the prior written consent of LandlordLandlord (in each case, which may be withheld in Landlord’s sole discretion during to the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether extent Landlord’s consent is required under the Lease) and Sublandlord. Sublandlord shall not unreasonably withhold its consent to a proposed assignment or subletting of all or a part of the Subleased Premises, provided that Landlord has given its consent therefor. Subtenant shall reimburse Sublandlord for all reasonable out-of-pocket expenses incurred in fact grantedconnection with a proposed assignment or subletting, including without limitation the fees and disbursements of Sublandlord's attorneys, provided under no circumstances shall same exceed Five Thousand and 00/100 Dollars ($5,000.00). (d) If Sublandlord shall consent to any assignment of this Sublease, Subtenant shall pay to Sublandlord, as consideration therefor, an amount equal to fifty percent (50%) of all sums and other consideration paid to Subtenant by the assignee in connection with such assignment, including sums paid for the purchase of the alterations and improvements which are present in the Subleased Premises less transaction costs set forth in Section 4(J) of the Lease. The foregoing payment shall be made by Subtenant to Sublandlord within ten (10) Business Days after Sublandlord has given its consent to the assignment (after accounting for the deductions set forth above). Sublandlord shall pay to Landlord any payments required to be made under the Lease in connection therewith. (e) If Sublandlord shall consent to any further sublease of all or a portion of the Subleased Premises, Subtenant shall pay to Sublandlord, as consideration therefor, an amount equal to fifty percent (50%) of the rent, additional rent and all other payments received by Subtenant under or in connection with such sublease, including without limitation, any sums paid for the purchase of the alterations and improvements which are present in the applicable premises less (i) the Fixed Rent and the Additional Rent payable pursuant to Paragraph 4(a) of this Sublease with respect to the applicable premises and (ii) the transaction costs set forth in Section 4(J) of the Lease. Subtenant shall pay such excess amounts to Sublandlord within ten (10) Business Days after receipt by Subtenant in each case (after accounting for the deductions set forth above). Sublandlord shall pay to Landlord any payment required to be made under the Lease in connection therewith. (f) Sublandlord shall be entitled to exercise any recapture right that it may have pursuant to this Sublease (including the provisions of the Lease which have been incorporated herein) in connection with a proposed assignment or subletting of the Subleased Premises, or a portion thereof. (g) Notwithstanding anything in this Sublease to the contrary (and provided Landlord consents to same), Sublandlord’s consent shall not be required (provided Sublandlord and Landlord have been given prior notice and Landlord has consented to same), for transactions entered into with (i) any entity which is controlled by, under common control with or which controls Tenant, or (ii) a corporation into or with which Subtenant is merged or consolidated or with an entity to which all or substantially all of Subtenant’s assets are transferred, provided (x) such merger, consolidation or transfer of assets is for a valid business purpose and not principally for the purpose of transferring the leasehold estate created hereby, and (y) the assignee or successor entity has a net worth (determined in accordance with generally accepted accounting principles consistently applied) at least equal to or in excess of the net worth of Subtenant immediately prior to such merger, consolidation or transfer and Sublandlord has been provided with reasonable proof thereof prior to such transaction. The term control shall mean ownership of more than fifty (50%) percent of all the voting stock of a corporation or more than fifty (50%) percent of all the legal and equitable interest in any other entity. The original named Subtenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Sublease, and notwithstanding the acceptance of fixed rent and/or additional rent by Sublandlord from an assignee, transferee, or any other party, the originally named Subtenant shall remain fully liable for the payment of the fixed rent and additional rent and for the other obligations of this Sublease on the part of Subtenant to be performed or observed.

Subletting and Assignment. a. Tenant shall not assign this Lease, in whole or in part, Lease or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease thereof without obtaining in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without each instance the prior written consent of Landlord, which may be withheld in . Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate 's consent to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord 's request to an assignment or sublease in one instance shall not operate be unreasonably withheld, conditioned or delayed; provided, however, in determining whether or not to release give or withhold its approval of any proposed assignee or sublessee hereunder, Landlord shall be entitled to consider, without limitation, the requirement that consent impact of such assignee or sublessee and its business on the image of the Project, and whether or not such assignee or sublessee will favorably coexist and mix with and not detract from the character and quality of the Project. b. If Tenant should desire to assign this Lease or sublet the Premises or any part thereof, Tenant shall make prior written request to Landlord, which request shall specify (i) the name and business of the proposed assignee or sublessee, (ii) the size and location of the space affected, (iii) the proposed effective date and duration of the assignment or sublease and (iv) the proposed rental or other consideration to be paid to Tenant by such sublessee. Landlord be obtained for any further or subsequent shall have a period of fifteen (15) days following receipt of such notice with which to notify Tenant of its decision regarding the proposed assignment or sublease. Tenant shall pay all agrees to reimburse Landlord for Landlord's reasonable attorney's fees and expenses, including reasonable attorneys’ fees, costs incurred by Landlord in connection with the processing and documentation of any proposed request made pursuant to this section, not to exceed $1,000.00. c. The occupancy of the Premises by any division, subsidiary, affiliate or other related entity of Tenant or by any successor firm of Tenant or by any firm into which or with which Tenant may become merged or consolidated or which acquires all or substantially all of Tenant's assets shall not be deemed an assignment of this Lease and shall not require the prior written consent of Landlord in accordance with this section; provided however said assignee shall have a net worth greater than or equal to Tenant's and the permitted uses shall remain the same. d. Any consent to subletting or assignment shall not be deemed a waiver of Landlord's right to withhold its consent to any further subletting or assignment. Notwithstanding any permitted subletting or assignment, irrespective Tenant shall remain obligated to Landlord to discharge all the obligations of whether Landlord’s consent is Tenant herein contained and Landlord shall be afforded all remedies provided hereunder in fact grantedthe event of an uncured default by Tenant. In the event of any assignment of the Lease or any subletting of the Premises by Tenant, permitted by Landlord under subparagraphs (a) and (b) above, in addition to Tenant's other obligations hereunder, Tenant shall pay to Landlord 50% of the excess, if any, of (i) the rentals and all other charges or consideration of any nature actually received by Tenant from Tenant's assignee or subtenant under the terms and provisions of such assignment or sublease or in any manner connected therewith at the time such rentals and other charges are paid thereunder, over (ii) the total Rent paid by Tenant to Landlord hereunder, pro-rated based upon the number of square feet assigned or subleased, in the case of an assignment or a sublease of a portion, but not all, of the Premises less broker's commissions, leasehold improvements and other out of pocket expenses incurred by Tenant.

Subletting and Assignment. Tenant Lessee may not sublet, assign, pledge, or mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any part of the leased premises without Lessor’s prior written approval which shall not assign be unreasonably withheld or delayed. Sublessee’s financial strength, reputation, personnel, and length of sublease or assignment shall be important factors in Lessor’s approval. However, if Lessor gives such approval, Lessor shall be entitled to, after deduction of Lessee’s expenses, (1) 50% of any excess between Lessee’s rental per square foot under the lease and the rental per square foot under the sublease or assignment, and (2) 50% of any other consideration flowing directly or indirectly from the sublessee or assignee to Lessee or Lessee’s agents. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee a one-time fee equal to one month’s lease rental for such additional administrative, investigative, and management services. Violation of this Leaselease by sublessees or assignees shall be deemed a violation by ▇▇▇▇▇▇. Approval by Lessor of any sublease or assignment shall not release Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of Lessee’s obligations under this lease unless otherwise specified in writing. Upon default by ▇▇▇▇▇▇, any Sublessee shall pay all sublease rentals and other sums due Lessor, direct to Lessor, to be credited against sums owed to Lessor by Lessee under this lease. Unless otherwise agreed in whole writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the sublessee or assignee agrees in partwriting to be liable for all of Lessee’s obligations under this lease, and (3) Lessor’s written approval is attached to the sublease or sublet the Leased Premises assignment. At any time, Lessor may, at Lessor’s option, release Lessee from further liability for all or any portion thereof, of ▇▇▇▇▇▇’s office space that has been subleased or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate assigned to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedthird party.

Subletting and Assignment. (A) It is further understood, agreed and covenanted by and between the parties hereto that the Tenant shall not have no right to, and will not, transfer or assign this Lease, in whole or in partsublet or transfer possession of said Demised Premises, or sublet the Leased Premises or any portion part thereof, voluntarily, or encumber the leasehold interest created involuntarily, whether by this Lease operation of law, in any manner (including the creation of any security interest in bankruptcy or other pledge of or lien upon the Leased Personal Property) otherwise, without the prior written consent of the Landlord. If Tenant desires to assign this Lease, then in any such event, the Landlord shall have the right (and such right is hereby expressly reserved unto Landlord) in its sole discretion, but not the obligation, by written notice given to Tenant within twenty (20) days from Landlord's receipt of a written proposal for such assignment, to cancel and terminate this Lease and recover possession of the Demised Premises. Any assignment or subletting and any consent of Landlord thereto shall not release Tenant of any liability under this Lease, and shall not waive the obligation to obtain Landlord's consent to any further assignment or subletting. Any assignment or subletting, including the use of the Demised Premises by the assignee or subtenant, shall be subject to all of the terms and provisions of this Lease. Tenant shall pay to Landlord, which may be withheld in as Additional Rent within thirty (30) days of demand by Landlord therefor, all reasonable third party administrative review and processing fees, costs or expenses including, without limitation, attorneys' fees and other professional fees and expenses incurred by Landlord (or Landlord’s sole discretion during 's mortgagee) with respect to the first twenty-four full calendar months review and consent or denial of consent of the Termforegoing, provided, however, that said review and processing fees shall not exceed $2,500.00 per request for subletting or assignment under the Lease. (B) Notwithstanding the provisions of Paragraph 7(A) hereof, Landlord agrees that it will not delay or condition or withhold unreasonably its consent to a proposed assignment of this Lease or subletting of the Demised Premises by Tenant provided that all of the following conditions (collectively, the "Transfer Conditions") are met: (a) Tenant is not in an Event of Default under this Lease or under any other lease from Landlord or from Related Owners (defined below); (b) Tenant is not subject to any Events of Bankruptcy; (c) Tenant is in possession and occupancy of the Demised Premises; (d) the Initial Term of the Lease and Tenant's payment of Rent hereunder have commenced; (e) the proposed assignee or sublessee (i) has a net worth sufficient enough for Tenant to meet its obligations under the Lease as well as all of its other obligations (the "Minimum Net Worth"), (ii) has a good business reputation and adequate experience in operating its business, (iii) operates a quality and type of business which is compatible with the business and type of other tenants of space in the Building and in Seneca ▇▇▇▇▇▇▇ Corporate Center, (iv) shall not be a party which has been in default under any other leases of space in the properties known as Seneca ▇▇▇▇▇▇▇ Corporate Center or Shady Grove Development Park, in which properties the Landlord or Landlord's partners have ownership interests ("Related Owners"), and thereafter will (v) is not a party with whom Landlord or any Related Owners is or are negotiating a lease of space in the Building or in the properties known as Seneca ▇▇▇▇▇▇▇ Corporate Center or Shady Grove Development Park; (f) the use of the Demised Premises shall not be unreasonably withheld. No changed from the use permitted in Paragraph 3(A) of this Lease as a result of any such assignment or subletting; (g) Tenant shall have delivered to Landlord evidence reasonably satisfactory to Landlord that all Transfer Conditions are met (the "Transfer Evidence"); (h) the prior written consent (if required) of Landlord's mortgagees to the proposed assignment or subletting (if required under the loan documents) shall have been obtained within thirty (30) days of delivery of the Transfer Evidence to Landlord at Tenant's expense and at no cost to Landlord nor change in provisions of the loan documents (the "Lender's Consent"); and (i) Tenant shall have delivered to Landlord an instrument of assignment or sublease (as the case may be) in form and content reasonably acceptable to Landlord's mortgagees and Landlord, executed by the assignee or sublessee, by which the assignee or sublessee assumes all obligations of Tenant under and agrees to be bound by and comply with this Lease. Nevertheless, if Tenant proposes to assign this Lease (except to an Affiliate of Tenant or to a Tenant Successor, as defined below), then Landlord shall operate continue to have the right, pursuant to Paragraph 7(A) hereof, to cancel this Lease and recover possession of the Demised Premises. Any such assignment or subletting consented to by Landlord shall be subject to all terms and provisions of this Lease, shall not waive the necessity of obtaining Landlord's prior written consent for any further assignment and subletting, shall not relieve or reduce Tenant's primary liability to Landlord under this Lease, and shall not result in any change in the permitted use of the Demised Premises. If the amount of rent or other sums received by Tenant under any such permitted assignment or subletting is more than the Rent due from Tenant under this Lease, then Tenant shall pay fifty percent (50%) of the excess amount to Landlord on a monthly basis and promptly upon Tenant's receipt of such excess amounts after reimbursing Tenant for (i) any marketing costs paid to third parties, (ii) leasing commissions directly related to the permitted assignment or subletting, and/or (iii) the annualized cost of the leasehold improvements and such of Tenant's furniture, fixtures, equipment and any other personal property leased to the subtenant, calculated by dividing the cost of said leasehold improvements, furniture, fixtures, equipment and personal property by ten (10). Notwithstanding anything to the contrary herein, if Tenant proposes to sublet the entire Demised Premises, said sublet shall not be deemed an "assignment" and Landlord shall not have the right to cancel this Lease and recover possession of the Demised Premises. (C) Notwithstanding the provisions of Paragraph 7(A) hereof, it is further agreed that Landlord will consent to Tenant's sublease of the Demised Premises or assignment of the Lease to an Affiliate of Tenant (as defined below) or assignment of this Lease to a Tenant Successor (as defined below) subject however to all of the terms and provisions of this Lease. The phrase "Affiliate" of Tenant, as used herein, means a corporation or other legal entity which is under common ownership, management and control with Tenant. For purposes of this Paragraph 7(C), the phrase "Tenant Successor" shall mean a person or entity who or which acquires and succeeds to ownership of all or substantially all of Tenant's business as a result of either (i) purchase of all or substantially all of Tenant's assets, or (ii) purchase of all or substantially all issued and outstanding shares of capital stock in Tenant or (iii) a merger with Tenant (the "Acquisition"). Tenant agrees to provide Landlord the evidence of the sublessee's affiliation or of the Acquisition, as the case may be, when Tenant requests Landlord's consent to a sublease of the Demised Premises to an Affiliate or to an assignment of this Lease to an Affiliate or to a Tenant Successor. It is further agreed that if Landlord consents to such assignment of the Lease to an Affiliate or to a Tenant Successor, and provided that the Affiliate or Tenant Successor, as the case may be, has a net worth at least equal to the Minimum Net Worth aforesaid, and is not subject to any Events of Bankruptcy, and provided Tenant has furnished evidence reasonably satisfactory to Landlord to confirm the financial condition of such assignee Affiliate or Tenant Successor, and further provided that Lender's Consent (as defined and under the terms set forth above) to such release of liability has been obtained, then in such event Landlord will join with Tenant from any and its Affiliate or Tenant Successor, as the case may be, in executing an instrument reasonably acceptable to Landlord by which (A) Tenant is released of its all liability under this Lease accruing after the effective date of the assignment hereof to the Affiliate or Tenant Successor, as the case may be (the "Effective Transfer Date"), and (B) the Affiliate or Tenant Successor, as the case may be, assumes all obligations of Tenant under this Lease. Each sublease However, no such release instrument shall relieve Tenant of any indemnification obligations to Landlord under this Lease covering periods prior to the Effective Transfer Date unless assumed by the Affiliate or Tenant Successor, as the case may be, with the consent of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord. Landlord and Tenant agree to use reasonable efforts to obtain the other Releasees (as that term is defined Lender's Consent described above in this LeaseParagraphs 7(B) and 7(C), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant shall not assign Except as otherwise permitted by the terms of this Lease, in whole or in partTenant shall not, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during list the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, nor assign this Lease or any interest thereunder, or sublet Premises or any part thereof, or permit the use of Premises by any party other than Tenant. In the event that during the term of this Lease, Tenant desires to sublease and introduces Landlord to a proposed replacement tenant for Tenant, which replacement tenant has a good reputation, is of acceptable financial strength (as determined by Landlord in its discretion) and has a use for Premises and a number of employees reasonably consistent with that of Tenant's operation, the Landlord may consider such replacement tenant and notify Tenant with reasonable promptness (but in any event within 20 days) as to Landlord's choice, at Landlord's sole discretion, of the following: (1) That Landlord consents to a subleasing of the Premises or assignment of the lease to such replacement tenant provided that Tenant shall operate to release Tenant from any remain fully liable for all of its obligations and liabilities under this LeaseLease and provided further that Landlord shall be entitled to one-half of any profit obtained by Tenant from such subletting or assignment; or: (2) That upon such replacement tenant's entering into a mutually satisfactory new Lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant's obligations); or (3) That Landlord declines to consent to such sublease or assignment due to insufficient or unsatisfactory documentation furnished to Landlord to establish tenant's reputation, financial strength and proposed use of and operations upon Premises; or (4) That Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. Each sublease In either such event Tenant shall surrender possession of the Leased Premises Premises, or any the portion thereof must contain which is the subject of Tenant's request on the date set forth in a release notice from Landlord in accordance with the provisions of and waiver this Lease relating to the surrender of claims against Landlord and the other Releasees Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as that term is defined in computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), in form and content acceptable without any liability to LandlordTenant. In no case may Tenant assign any options to sublessee(s) or assignee(s) hereunder, and must require the subtenant’s property insurer all such options being deemed personal to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this LeaseTenant only. Consent by Landlord to an assignment hereunder shall in no way operate as a waiver by Landlord of, or sublease in one instance shall not operate to release the requirement that or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord's consent from Landlord be obtained for to any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsubletting, transfer, use or occupancy.

Subletting and Assignment. Tenant shall not assign this Lease(either voluntarily or by operation of law) enter into a Prohibited Occupancy Arrangement, in whole and any Prohibited Occupancy Arrangement shall be absolutely void and ineffective for any purpose. Tenant shall not enter into any other Occupancy Arrangement, either voluntarily or in partby operation of law, or sublet the Leased Premises or any portion thereof(other than with a Person who is Affiliate of Tenant for a period ending when, or encumber the leasehold interest created by this Lease in any manner (including the creation as and if such Person ceases to be Affiliate of any security interest in or other pledge of or lien upon the Leased Personal PropertyTenant) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheld. No assignment or sublease If Tenant intends to enter into an Occupancy Arrangement which requires ▇▇▇▇▇▇▇▇'s consent, Tenant shall operate so notify Landlord in writing, stating the name of (and a financial statement with respect to release business) the Person whom Tenant from any of its obligations under this Lease. Each sublease intends to enter into such arrangement, the exact material terms of the Leased Arrangement and a precise description of the portion of the Premises intended to be subject thereto. Within thirty (30) days of receipt of such writing, Landlord shall either (i) consent to such Occupancy Arrangement or any portion thereof must contain (ii) not consent to such occupancy Agreement by giving tenant written notice of his decision, such notice will include landlord's reasons for not consenting to a release specific occupancy Agreement. If the Landlord consents to such Occupancy Arrangement, Tenant shall (i) enter into such Arrangement on the exact material business terms described to Landlord within thirty (30) days of Landlord's consent or comply again with their terms of this Section and waiver (ii) remain liable for the payment and performance of claims against Landlord the terms and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning covenants of this Lease. Any attempted assignment or sublease in violation of this Section shallIf ▇▇▇▇▇▇ enters into such an Arrangement with any party other than an affiliate, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expensesto Landlord when received one half ( 1/2) of the excess, including if any, of amounts received in respect of such Occupancy Arrangement over the Rent, after deducting reasonable attorneys’ fees, expenses incurred by Landlord in connection with any proposed subletting such Occupancy Arrangement. After deducting Tenant's reasonable expenses incurred in connection with such Occupancy Agreement. If Landlord terminates this Lease, all Rent due shall be adjusted as of the day the Premises (or assignment, irrespective portion thereof) are redelivered to Landlord. Any portion of whether Landlord’s consent is the Premises so redelivered shall be in fact grantedthe condition specified in Section 7.08 hereof.

Subletting and Assignment. Tenant shall not assign this Leasenot, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, Landlord which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheld. No withheld or delayed, list the Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, nor assign this Lease or any interest thereunder, or sublet Premises or any part thereof, or permit the use of Premises by any party other than Tenant. In the event that during the term of this Lease, Tenant desires to sublease or assign and introduces Landlord to a proposed replacement tenant for Tenant for all or a portion of the Premises, which replacement tenant has a good reputation, is of financial strength at least equal to that of Tenant (as determined by Landlord in its reasonable discretion) and has a use for Premises and a number of employees reasonably consistent with that of Tenant's operation, the Landlord may consider such replacement tenant and notify Tenant with reasonable promptness as to Landlord's choice, at Landlord's sole discretion, of the following: (1) That Landlord consents to a subleasing of the Premises or assignment of the lease to such replacement tenant provided that Tenant shall operate to release Tenant from any remain fully liable for all of its obligations and liabilities under this LeaseLease and provided further that Landlord shall be entitled to 50% of any profit obtained by Tenant from such subletting or assignment after Tenant's reasonable pre-approved expenses incurred in such subletting or; (2) In the case of an assignment that upon such replacement tenant's entering into a mutually satisfactory new Lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting, only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant's obligations); or (3) That Landlord declines to consent to such sublease or assignment due to insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant's reputation, financial strength and proposed use of and operations upon Premises; or (4) That Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. Each sublease In either such event Tenant shall surrender possession of the Leased Premises, or the portion thereof which is the subject of Tenant's request on the date set forth in a notice from Landlord in accordance with the provisions of this lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall have the right at any time during the term of this Lease to assign this Lease or sublet all or any portion of the Premises to any entity (i) owned or controlled by Tenant or which shall hold a majority of Tenant's stock or which is under common ownership or control with Tenant; (ii) which is the result of any merger, consolidation or reorganization of Tenant; or (iii) which shall purchase substantially all of the assets of Tenant (collectively, "Business Assignment") provided that any such entity assumes the obligations of Tenant under the Lease in writing and a copy thereof must contain is promptly delivered to Landlord. Except in the case of a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease)Business Assignment, in form and content acceptable no event may Tenant assign any options to Landlordsublessee(s) or assignee(s) hereunder, and must require the subtenant’s property insurer all such options being deemed personal to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof▇▇▇▇▇▇▇ SYSTEMS U.S., INC. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Leaseonly. Consent by Landlord to an assignment hereunder shall in no way operate as a waiver by Landlord of, or sublease in one instance shall not operate to release the requirement that or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord's consent from Landlord be obtained for to any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsubletting, transfer, use or occupancy.

Subletting and Assignment. Tenant Lessee shall not assign this Lease, in whole or in parteither voluntarily, or by operation of law, sell, assign, transfer, mortgage, pledge, hypothecate or encumber the Premises or Lessee's leasehold interest therein, and shall not sublet the Leased Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Lessee excepted) to occupy or use said Premises, or any portion thereof, or encumber without first obtaining the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will Lessor such consent shall not be unreasonably withheld. No assignment or sublease Any change in the name under which Lessee is doing business shall operate require prior notification to release Tenant from any of its obligations under this LeaseLessor. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every Any transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Lawlaw, every sale or other transfer of greater than fifty percent (50%) of the stock of Lessee, if Lessee is a controlling interest corporation, or transfer of any general partnership interests in TenantLessee if Lessee is a partnership, and every or a transfer under any compulsory procedure of all or order substantially all of court Lessee's assets, shall be deemed to constitute an “assignment” a prohibited assignment within the meaning of this LeaseArticle 29. Any attempted A consent by Lessor to any assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by any other person. Consent to any such assignment or sublease subletting shall in violation no way relieve Lessee of this Section shall, at Landlord’s option, be void and shall constitute a default any liability under this Lease. Consent by Landlord to an Any such assignment or subletting without Lessor's consent shall be void, and shall, at the option of the Lessor, constitute a Lessee Default under the terms of this Lease. Lessee shall give Lessor at least thirty (30) days prior notice of any such request which notice shall include the name and address of the proposed assignee or subtenant, all financial information available with respect to said proposed party and any other documentation reasonably required by Lessor. In the event that Lessor shall consent to a sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant hereunder, Lessee shall pay all fees Lessor a fee of Two Hundred Fifty and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted00/100 Dollars ($250.00).

Subletting and Assignment. A. Tenant shall not assign this Leasenot, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during list the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, nor assign this Lease or any interest thereunder, or sublet Premises or any part thereof) or permit the use of Premises by any party other than Tenant. In the event that during the term of this Lease, Tenant desires to sublease and introduces Landlord to a proposed replacement tenant for Tenant, which replacement tenant has a good reputation, is of financial strength at least equal to that of Tenant (as determined by Landlord in its sole discretion) and has a use for Premises and a number of employees reasonably consistent with that of Tenant's operation, the Landlord may consider such replacement tenant and notify Tenant with reasonable promptness as to Landlord's choice, at Landlord's sole discretion, of the following: (1) That Landlord consents to a subleasing of the Premises or assignment of the lease to such replacement tenant provided that Tenant shall operate to release Tenant from any remain fully liable for all of its obligations and liabilities under this LeaseLease and provided farther that Landlord shall be entitled to any profit obtained by Tenant from such subletting or assignment; or; (2) That upon such replacement tenant's entering into a mutually satisfactory new Lease for the Premises with Landlord, then Tenant shall be released from all farther obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant's obligations); or (3) That Landlord declines to consent to such sublease or assignment due to insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant's reputation, financial strength and proposed use of and operations upon Premises; or (4) That Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. Each sublease In either such event Tenant shall surrender possession of the Leased Premises Premises, or any the portion thereof must contain which is the subject of Tenant's request on the date set forth in a release notice from Landlord in accordance with the provisions of and waiver this lease relating to the surrender of claims against Landlord and the other Releasees Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as that term is defined in computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), in form and content acceptable without any liability to LandlordTenant. B. In no case may Tenant assign any options to sublessee(s) or assignee(s) hereunder, and must require the subtenant’s property insurer all such options being deemed personal to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this LeaseTenant only. Consent by Landlord to an assignment hereunder shall in no way operate as a waiver by Landlord of, or sublease in one instance shall not operate to release the requirement that or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord's consent from Landlord be obtained for to any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsubletting, transfer, use or occupancy.

Subletting and Assignment. (a) Tenant shall convenants and agrees not assign this Leaseto assign, in whole sell, mortgage, pledge or in part, any manner transfer this Lease or any interest therein or sublet the Leased Premises or any portion part thereof, or encumber the leasehold interest created grant any concession or license or otherwise permit occupancy of all or any part thereof by this Lease in any manner (including the creation of any security interest in another person or other pledge of or lien upon the Leased Personal Property) entity without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheldwithheld provided all the provisions of this Paragraph 10 are complied with and subject to ▇▇▇▇▇▇▇▇'s right to terminate this Lease as set forth in this paragraph 10. No Any such consent by Landlord shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the obligation of Tenant to obtain from Landlord consent to any other or subsequent assignment or sublease subletting period., The collection of rent by Landlord from any assignee, subtenant or other occupant shall operate to not be deemed as acceptance of the assignee, subtenant or occupant as tenant or release of Tenant from any of its obligations obligation under this Lease. (b) Notwithstanding the provisions of Paragraph 10(a), above, any proposed assignee or subleasee submitted to the Landlord for approval must have the same or greater financial strength as Tenant and if such is not the case, ▇▇▇▇▇▇▇▇'s withholding of consent shall be reasonable. Each sublease Landlord shall not be considered unreasonable in the event at the time of the Leased Premises such request by Tenant to assign or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in sublet this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court Tenant shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent If Tenant shall request permission to assign this Lease or sublet the Premises or any part thereof Tenant shall, together with such request for consent thereto, inform Landlord of the rental and any other amounts to be paid by such assignee or subtenant in connection with such subletting or assignment regardless of the nomenclature such payment may take, the term of any subletting, and any financial information required or requested by Landlord to an assignment make the determination required by the first sentence of this Paragraph 10(b). Landlord shall have the right to terminate this Lease in lieu of consenting or sublease in one instance shall not operate reasonably withholding its consent to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective provided that Landlord shall exercise such right with forty-five (45) days of whether its receipt of Tenant's request for such consent and provided, further, that Tenant shall have the right to withdraw its request for such consent within fifteen (15) days after its receipt of such notice from Landlord’s , in which event such notice of termination shall become null and void. If this Lease shall be terminated pursuant to the provisions of the immediately preceding sentence, such termination shall become effective upon the last day of the calendar month next following ▇▇▇▇▇▇▇▇'s giving said notice of termination. (c) If Landlord consents in writing to an assignment or subletting, such consent is shall be deemed conditioned upon Tenant's compliance with the following provisions and the failure to so comply shall be deemed to give landlord reasonable cause for withholding or withdrawing its consent: (1) The assignment or subletting must be, respectively, of all Tenant's leasehold interest or of the entire Premises and, in fact grantedthe case of an assignment, shall also transfer to the assignee all of Tenant's rights in and interests under this lease, including but without limitation, the Security Deposit hereunder.

Subletting and Assignment. (a) Tenant shall covenants and agrees not assign this Leaseto assign, in whole sell, mortgage, pledge or in part, any manner transfer this Lease or any interest therein or sublet the Leased Premises or any portion part thereof, or encumber the leasehold interest created grant any concession or license or otherwise permit occupancy of all or any part thereof by this Lease in any manner (including the creation of any security interest in another person or other pledge of or lien upon the Leased Personal Property) entity without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheldwithheld provided all the provisions of this Paragraph 10 are complied with and subject to Landlord's right to terminate this Lease as set forth in this Paragraph 10. No Any such consent by Landlord shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the obligation of Tenant to obtain from Landlord consent to any other or subsequent assignment or sublease subletting period. The collection of rent by Landlord from any assignee, subtenant or other occupant shall operate to not be deemed an acceptance of the assignee, subtenant or occupant as tenant or release of Tenant from any of its obligations obligation under this Lease. (b) Notwithstanding the provisions of Paragraph 10(a), above, any proposed assignee or sublessee submitted to the Landlord for approval must have the same or greater financial strength as Tenant and if such is not the case, ▇▇▇▇▇▇▇▇'s withholding of consent shall be reasonable. Each sublease of If Tenant shall request permission to assign this Lease or sublet the Leased Premises or any portion part thereof must contain a release Tenant shall, together with such request for consent thereto, inform Landlord of the rental and waiver any other amounts to be paid by such assignee or subtenant in connection with such subletting or assignment regardless of claims against the nomenclature such payment may take, the term of any subletting, and any financial information required or requested by Landlord to make the determination required by the first sentence of this Paragraph 10(b). Landlord shall have the right to terminate this Lease in lieu of consenting or reasonably withholding its consent to the proposed subletting or assignment, provided that Landlord shall exercise such right within forty-five (45) days of its receipt of Tenant's request for such consent and provided, further, that Tenant shall have the right to withdraw its request for such consent within fifteen (15) days after its receipt of such notice from Landlord, in which event such notice of termination shall become null and void. If this Lease shall be terminated pursuant to the provisions of the immediately preceding sentence, such termination shall become effective upon the last day of the calendar month next following ▇▇▇▇▇▇▇▇'s giving said notice of termination. (c) If Landlord consents in writing to an assignment or subletting, such consent shall be deemed conditioned upon Tenant's compliance with the following provisions and the other Releasees failure to so comply shall be deemed to give Landlord reasonable cause for withholding or withdrawing its consent: (as that term is defined 1) The assignment or subletting must be, respectively, of all Tenant's leasehold interest or of the entire Premises and, in the case of an assignment, shall also transfer to the assignee all of Tenant's rights in and interests under this Lease), including but without limitation, the Security Deposit hereunder. (2) At the time of such assignment or subletting, this Lease must be in full force and effect without any breach or default hereunder on the part of Tenant. (3) The assignee or sublessee shall assume, by written recordable instrument, in form and content acceptable satisfactory to Landlord, and must require the subtenant’s property insurer to issue in favor due performance of Landlord all Tenant's obligations under this Lease, including any accrued obligations at the time of the assignment or subletting. (4) A copy of the assignment or sublease and the other Releasees waiver original assumption agreement (both in form and content satisfactory to Landlord) fully executed and acknowledged by the assignee or sublessee, together with a certified copy of subrogation rights endorsements a properly executed corporate resolution authorizing such assumption agreement, shall be received by Landlord within ten (10) days from the effective date of such assignment or subletting. (5) Such assignment or subletting shall be upon and subject to all policies the provisions, terms, covenants and conditions of property insurance carried this Lease including but without limitation the use permitted hereby and Tenant (and any assignee(s), subtenant(s) and guarantor(s) of this Lease) shall continue to be and remain primarily and unconditionally liable hereunder. (6) Tenant shall reimburse Landlord for Landlord's attorneys' fees for examination of and/or preparation of any documents in connection with such assignment or subletting. (7) Any rent, sum or other consideration to be paid or given in connection with such sublease or assignment, either initially or over time, in excess of the Leased Annual Rent and/or Additional Rent and/or other charges to be paid under this Lease shall be paid directly to Landlord as if such amount were originally called for by the terms of this Lease as Additional Rent and Tenant shall be liable to Landlord for all such amounts. (d) Subject to the enumerated conditions of the preceding Paragraph 10(c), Landlord hereby consents to the assignment or subletting of the entire Premises and the contents thereof. Every transfer by levy or sale on executionto a corporation which is a wholly owned subsidiary of Tenant, or other legal processto a company that owns one hundred percent (100%) of all the issued and outstanding capital stock of Tenant, every transfer or in bankruptcy, every transfer by the event of a merger, consolidationprovided that (i) Landlord is given at least ten (10) days prior written notice of such occurrence, or by operation (ii) the occurrence will not impair the reputation of Law, every transfer of a controlling interest in Tenantthe Building, and every transfer under (iii) the occurrence will not materially increase the risk of Tenant's default. Notwithstanding any compulsory procedure such assignment or order of court subletting as provided in this Paragraph 10(d), such assignment or subletting shall be deemed upon and subject to constitute an “assignment” within all the meaning provisions, (except for Landlord's right to terminate as provided in subsection (b) above) terms, covenants and conditions of this Lease and Tenant (and any assignee(s), subtenant(s) and guarantor(s) of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, ) shall continue to be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedremain liable hereunder.

Subletting and Assignment. Landlord’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Article 16. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not assign (subject to Landlord’s rights below) be unreasonably withheld, neither this Lease, in whole or in part, or sublet the Leased Premises Lease nor all or any portion thereof, or encumber part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by this Lease operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any manner part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (including the creation of any security interest in collectively, a “sublease”). Any assignment or other pledge of or lien upon the Leased Personal Property) subletting without the Landlord’s prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default by Tenant hereunder entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. In the event that during the term of this Lease, Tenant desires to assign this Lease or sublease the Premises or any portion thereof, Tenant shall give notice thereof to Landlord, which notice shall name the proposed assignee or subtenant and include all material information with respect thereto, as well as the proposed assignment or sublease agreement, and such other information as Landlord shall reasonably require. Landlord shall not unreasonably withhold its consent to any proposed assignment or subletting, but Landlord may, in its sole and absolute discretion, exercise the right set forth in subparagraph (3) below. Landlord shall notify Tenant within thirty (30) days of Landlord’s receipt of Tenant’s notice as to which of the following actions Landlord elects to take: (1) Landlord consents to the proposed assignment or subleasing, subject to execution of Landlord’s reasonable consent form by Tenant and the proposed assignee or subtenant; (2) Landlord declines to consent to such assignment or subletting, and stating the reasonable reasons for Landlord’s decision, such as, without limitation, insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant’s reputation, financial strength and/or proposed use of and operations upon the Premises; or (3) Landlord elects to cancel this Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel this Lease as to the portion thereof that Tenant proposes to sublease (in the case of a sublease); provided, however, that if the portion of the Premises proposed by Tenant to be sublet consists of space in more than one Building, Landlord may exercise (or not exercise) its cancellation option separately as to the proposed sublet space in each such Building. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant or any liability for brokerage commissions incurred by Tenant in connection with the proposed assignment or sublease. By way of example and without limitation, the failure to satisfy any of the following conditions or standards shall be deemed to constitute reasonable grounds for Landlord to refuse to grant its consent to a proposed assignment or subletting (“Transfer”): (i) The proposed assignee or sublessee (“Transferee”) must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant to be kept and performed as they apply to the transferred space. (ii) The proposed Transferee must satisfy Landlord’s then-current credit and other standards for tenants of the Building and, in Landlord’s reasonable opinion, have the financial strength and stability to perform all of the obligations of the Tenant under this Lease (as they apply to the transferred space) as and when they fall due (iii) The proposed Transferee must be reasonably satisfactory to Landlord as to character and professional standing. (iv) The proposed use of the Premises by the proposed Transferee must be, in Landlord’s reasonable opinion: (a) lawful; (b) in compliance with Article 6 of this Lease; (c) unlikely to cause an increase in insurance premiums for insurance policies applicable to the Building; (d) a use not requiring any new tenant improvements that Landlord would be entitled to disapprove pursuant to Article 5 hereof; (e) unlikely to cause any material increase in services to be provided to the Premises; (f) unlikely to create any materially increased burden in the operation of the Building, or in the operation of any of its facilities or equipment; (g) unlikely to impair the dignity, reputation or character of the Building; and (h) in the case of any Building not then configured for multi-tenant occupancy, not require the Building to be reconfigured as a multi-tenant Building and not require creation of any new Common Areas or multi-tenant corridors in the Building. (v) At the time of the proposed Transfer, a default (as defined in Article 19 below) shall not have occurred and be continuing, and no event may have occurred that with notice, the passage of time, or both, would become a default. (vi) The proposed Transferee shall not be a governmental entity or hold any exemption from the payment of ad valorem or other taxes that would prohibit Landlord from collecting from such Transferee any amounts otherwise payable under this Lease. (vii) The proposed Transferee shall not be a then present tenant or affiliate or subsidiary of a then present tenant in the Building unless there is no other suitable space available in the Building. (viii) Landlord shall not be negotiating with, and shall not have at any time within the past ninety (90) days negotiated with, the proposed Transferee for space in the Building. (ix) The proposed Transferee is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings, or is a competitor of Landlord or any affiliate of Landlord and does not intend to occupy the space for its own use and conduct of business. In the event that Landlord shall consent to any assignment or sublease, Landlord shall be entitled to receive, as Rent hereunder, fifty percent (50%) of any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent, Taxes and Operating Expenses payable by Tenant and attributable to the sublet space for the corresponding month; except that Tenant may recapture, on an amortized basis over the term of the sublease or assignment, any reasonable brokerage commissions paid by Tenant in connection with the subletting or assignment, reasonable marketing costs paid by Tenant in connection with the subletting or assignment, reasonable attorneys fees in connection with the subletting or assignment, any improvement allowance paid by Tenant to the subtenant or assignee and any improvement costs incurred by Tenant specifically to prepare the space for such assignment or subletting. Upon Landlord’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to this Article 16 shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease. For purposes of this Article 16, the following events shall be deemed an assignment or sublease, as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or otherwise) in Tenant or any subtenant or assignee, or any entity controlling any of them, to any person or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant or any subtenant or assignee; (ii) a transfer of Control of Tenant or any subtenant or assignee, or any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, acquisition or reorganization), except that the transfer of outstanding capital stock or other listed equity interests through the “over the counter” market or any recognized national or international securities exchange (including transfers and issuances as part of an initial public offering of Tenant’s stock), shall not be included in determining whether Control has been transferred; (iii) a reduction of Tenant’s assets to the point that this Lease is substantially Tenant’s only asset; (iv) a change or conversion in the form of entity of Tenant, any subtenant or assignee, or any entity controlling any of them, which has the effect of limiting the liability of any of the partners, members or other owners of such entity; or (v) the agreement by a third party to assume, take over, or reimburse Tenant for, any or all of Tenant’s obligations under this Lease, in order to induce Tenant to lease space with such third party. For purposes of this paragraph, “Control” shall mean direct or indirect ownership of more than fifty percent (50%) of all of the voting stock of a corporation or more than fifty percent (50%) of the legal or equitable interest in any other business entity, or the power to direct the operations of any entity (by equity ownership, contract or otherwise). Whether or not Landlord shall consent to any proposed assignment or sublease, upon demand Tenant shall pay Landlord an administrative fee of One Thousand Dollars ($1,000.00) in connection with the Landlord’s consideration of such proposed assignment or sublease, and reimburse Landlord for all reasonable attorneys’ fees and expenses incurred by Landlord in connection with the proposed assignment or sublease. If Tenant claims or asserts that Landlord has failed to grant any approval required of it pursuant to this Article 16 or otherwise violated or failed to perform its obligations under this Article 16, Tenant’s sole remedy shall be an action for specific performance, declaratory judgment or injunction and in no event shall Tenant be entitled to any money damages in any action or by way of set off, defense or counterclaim and Tenant hereby specifically waives the right to any money damages or other such remedies for any such failure or violation. In no case may Tenant assign any renewal, expansion, rights of first offer or other options under this Lease to any sublessee(s) hereunder or assignees hereof, all such options being deemed personal to the Tenant originally named under this Lease. Consent by Landlord hereunder shall in no way operate as a waiver by Landlord of, or to release or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord’s consent to any subsequent assignment, subletting, transfer, use or occupancy. Notwithstanding anything to the contrary in this Article 16, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent, to any partnership, corporation or other entity that controls, is controlled by, or is under common control with Tenant or Tenant’s parent (control being defined for such purposes as ownership of at least fifty percent (50%) of the equity interests in, and the power to direct the management of, the relevant entity) or to any partnership, corporation or other entity resulting from a merger or consolidation with Tenant or Tenant’s parent, or to any person or entity that acquires substantially all the assets (including by means of a purchase of all or substantially all of Tenant’s stock, any such purchaser being a “Stock Purchaser”) of Tenant as a going concern (collectively, an “Affiliate”), provided that (i) Landlord receives at least ten (10) days’ prior written notice of an assignment or subletting, together with evidence reasonably satisfactory to Landlord that the requirements of this paragraph have been met, (ii) the Affiliate’s net worth (other than in the case of an Affiliate that is a Stock Purchaser, in which case the following net worth test shall be applied to Tenant rather than the Affiliate) is not less than Tenant’s net worth immediately prior to the assignment or subletting (or series of transactions of which the same is a part) or as of the date of this Lease, whichever is greater, (iii) except in the case of an assignment where the assignor is dissolved as a matter of law following the series of transactions of which the assignment is a part and where such assignor makes sufficient reserves for contingent liabilities (including its obligations under this Lease) as required by applicable law, the Affiliate remains an Affiliate for the duration of the subletting or the balance of the term in the event of an assignment, (iv) the Affiliate assumes (in the event of an assignment) in writing all of Tenant’s obligations under this Lease, (v) Landlord receives a fully executed copy of an assignment or sublease in one instance shall not operate agreement between Tenant and the Affiliate at least ten (10) days prior to release the requirement that consent from Landlord be obtained for any further or subsequent effective date of such assignment or sublease. Tenant shall pay all fees and expensessublease or, including reasonable attorneys’ feesin the case of an assignment by merger or stock purchase, incurred such later date (but no later than the effective date of the assignment) on which the assignment agreement (which may be the merger agreement or the stock purchase agreement if the assignment is effected by Landlord means thereof) is executed by the parties thereto, (vi) in connection with any proposed subletting or the case of an assignment, irrespective the essential purpose of whether Landlord’s consent such assignment is to transfer an active, ongoing business with substantial assets in fact grantedaddition to this Lease, and in the case of an assignment or sublease the transaction is for legitimate business purposes unrelated to this Lease and the transaction is not a subterfuge by Tenant to avoid its obligations under this Lease or the restrictions on assignment and subletting contained herein.

Subletting and Assignment. A. Tenant shall not assign this Lease or any interest therein, or sublet all or any part of the Premises, or suffer or permit the Premises or any part thereof to be occupied by others, by operation of law or otherwise, without the prior written consent of Landlord in each instance, which consent, as to any subletting of less than twenty-five percent (25%) of the Premises, will not be unreasonably withheld provided that: (i) Tenant has complied with the provision of subparagraph D below and Landlord has declined to exercise its rights thereunder; (ii) the proposed subtenant or assignee is engaged in a business and the Premises will be used in a manner which is in keeping with the then standards of the Building; (iii) the proposed subtenant or assignee is a reputable party of reasonable financial worth in light of the responsibilities involved and Tenant shall have provided Landlord with reasonable proof thereof; and, (iv) Tenant is not in default hereunder at the time it makes its request for such consent or at the time of the commencement of the proposed sublease or assignment. B. If this Lease or any interest herein is assigned, or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, with or without the consent of Landlord having first been obtained, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Base Rent and other sums due hereunder, but no collection shall be deemed a waiver of the provisions of this paragraph, or the acceptance of the assignee, subtenant or occupants as the tenant hereof, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant contained in this Lease. Acceptance of rent by Landlord from anyone other than Tenant shall not be construed as a waiver by Landlord, nor as a release of Tenant, but the same shall be taken to be a payment on account of Tenant. The consent by Landlord to an assignment, subletting or occupancy arrangement shall not relieve Tenant from primary liability hereunder or from the obligation to obtain the express consent in writing of Landlord to any further assignment, subletting or occupancy arrangement. Landlord's consent to any requested sublease or assignment shall not waive Landlord's right to refuse to consent to any other such request. If Tenant collects any rental or other amounts from a subtenant or assignee in excess of the Base Rent and Tenant's Pro Rata Share of increases in Operating Expenses, Tenant shall pay the Landlord, as and when Tenant receives the same, all such excess amounts received by Tenant. C. Notwithstanding anything contained hereinabove in this Paragraph 13 to the contrary, in the event Tenant requests Landlord's consent to sublet twenty-five percent (25%) or more of the Premises or to assign twenty-five percent (25%) or more of its interest in this Lease, Landlord shall have the right to: (i) consent to such sublease or Assignment in its sole discretion; (ii) refuse to grant such consent in Landlord's sole discretion; or (iii) refuse to grant such consent and terminate this Lease as to the portion of the Premises with respect to which such consent was requested, provided, however, if Landlord refuses to grant such consent and elects to terminate the Lease as to such portion of the Premises, Tenant shall have the right within fifteen (15) days after notice of Landlord's exercise of its right to terminate to withdraw Tenant's request for such consent and remain in possession of the Premises under the terms and conditions hereof. In the event the Lease is terminated as set forth herein, such termination shall be effective as of the date set forth in a written notice from Landlord to Tenant, which date shall in no event be more than sixty (60) days following such notice. In any event, if any amounts payable by the assignee or subtenant with respect to its occupancy of all or a portion of the Premises are in excess of the amounts payable by Tenant to Landlord hereunder, said amounts shall be immediately due and payable to the Landlord as additional rent. D. Tenant hereby agrees that in the event it desires to sublease all or any portion of the Premises or assign this Lease to any party, in whole or in part, (herein "Assignment"), Tenant shall notify Landlord not less than sixty (60) days prior to the date Tenant desires to sublease such portion of the Premises or assign this Lease ("Tenant's Notice"). Tenant's Notice shall set forth the description of the portion of the Premises to be so sublet or assigned and the terms and conditions on which Tenant desires to sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under assign this Lease. Each sublease Landlord shall have thirty (30) days following receipt of Tenant's Notice within which to exercise Landlord's rights pursuant to subparagraph C above and to notify Tenant of its election ("Landlord's Notice"). If Landlord consents to the proposed subletting or assignment, Tenant shall be free to sublet the portion of the Leased Premises in question or assign the applicable portion of its interest in this Lease to any third party on terms substantially identical to those described in Tenant's Notice, subject to Landlord's consent as set forth in subparagraph A above. If Tenant is unable to sublet said portion of the Premises or any assign the applicable portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined its interest in this Lease), in form Lease on said terms and content acceptable conditions within one hundred twenty (120) days following its original notice to Landlord, and must require Tenant agrees to re-offer the subtenant’s property insurer Premises to issue Landlord in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection accordance with the Leased Premises provisions hereof prior to leasing or assigning the same to any third party. E. Tenant covenants and the contents thereof. Every transfer by levy or sale on executionagrees that Tenant shall not, and shall not allow any subtenant of Tenant to, enter into any sublease, license, concession or other legal processagreement of use, every transfer occupancy or utilization of space in bankruptcythe Premises, every transfer by mergerwhich provides for a rental or other payment for such use, consolidationoccupancy or utilization based in whole or in part on the income (other than gross income or gross receipts to be determined in a manner satisfactory to counsel for Landlord) or profits of any sublessee, licensee, concessionaire or by operation of Law, every transfer of a controlling interest in Tenantother user or occupant, and every transfer under any compulsory procedure or order further agrees that a breach of court this covenant and agreement shall be deemed to constitute an “assignment” within the meaning a material breach of this Lease. Any attempted assignment or sublease The provisions for any such rental in violation of this Section shall, at Landlord’s option, paragraph shall be void at its inception and Tenant agrees that rent under the offending lease, sublease, license, concession or agreement shall be calculated at an amount equal to the fair rental value thereof. F. A sale by Tenant of all or substantially all of its assets or all or substantially all of its stock if Tenant is a publicly traded corporation, a merger of Tenant with another corporation, the transfer of forty-nine percent (49%) or more of the stock in a corporate tenant whose stock is not publicly traded, or transfer of forty-nine percent (49%) or more of the beneficial ownership interests in a tenant which is a partnership shall constitute a default under this Lease. Consent an assignment hereunder. G. All documents utilized by Tenant to evidence any subletting or assignment to which Landlord has consented shall be subject to prior approval by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or subleaseits counsel. Tenant shall pay on demand all fees of Landlord's costs and expenses, including reasonable attorneys’ ' fees, incurred in determining whether or not to consent to any requested sublease or assignment and in reviewing and approving such documentation. H. Notwithstanding anything to the contrary contained in this Lease, if a trustee in bankruptcy is entitled to assume control over Tenant's rights under this Lease and assigns such rights to any third party, the Base Rent to be paid hereunder by such party shall be increased to the then current Base Rent (if greater than then being paid for the Premises) which Landlord would charge for comparable space in connection with any proposed subletting or assignment, irrespective the Building Complex as of whether Landlord’s consent is in fact grantedthe date of such third party's occupancy of the Premises.

Subletting and Assignment. Supplementing the provisions of Article 11 hereof, Landlord shall not unreasonably withhold or delay consent to an assignment of this lease or to subletting of all or part of the demised premises, provided that any such assignment or subletting shall be made solely upon the following terms and conditions: 1. No assignment and no subletting shall become effective unless and until Tenant shall have given Landlord at least thirty (30) business days prior written notice of such proposed assignment or proposed bona fide subletting, together with a statement containing the name and address of the proposed sublessee or assignee, adequate information as to its reputation and financial condition and the intended use of the premises, and a copy of the proposed sublease or assignment. The parties agree that if there is a proposed asignment or a proposed subletting of all the demised premises for all or substantially all of the balance of the term of this lease, then Landlord shall thereupon have the option, excercisable by written notice within thirty (30) business days after receipt of the notice from Tenant, to terminate this Lease effective as of the effective date of the proposed assignment or the commencement date of the term of such proposed subletting. If there is a proposed subletting of all of the demised premises for less than substantially all of the balance of the term of this Lease or of part but not all of the demised premises, then Landlord shall thereupon have the option, exercisable by written notice within thirty (30) business days after the receipt of the notice from Tenant, to delete the space proposed to be subleased from the premises demised hereunder (with a prorated change in all payments due hereunder for the period of such proposed subletting) effective as of the commencement date of the term of such proposed subletting and for the period of such proposed subletting. If Landlord shall so terminate this Lease or delete portions of space therefrom, then Tenant shall vacate and surrender the demised premises or the deleted space portion, to Landlord, on or before the effective date pursuant hereto. 2. If (i) Landlord shall delete any space (the "Space") to be subleased constituting a portion of the demised premises or shall terminate this Lease in the event of any assignment or subletting of all the demised premises (also the "Space") in accordance with the provisions of Paragraph 1 of this Article 50 or (ii) Landlord shall not elect to terminate this Lease or delete portions of Space herefrom pursuant to the provisions of Paragraph 1 and the Space is (i) if received by Landlord, first to Landlord until Landlord has received the monthly rent and additional rent which would have been paid to Landlord pursuant to this lease by Tenant for the Space (which rent is the "Original Rent"), including fixed annual rent, escalation rent for taxes or increases in the Consumer Price Index and all other additional rent, including electricity, water and sprinkler charges; (ii) if received by Tenant, first to Tenant until Tenant has been reimbursed for the amount of the monthly Original Rent paid by Tenant to Landlord; (iii) then, to Landlord or Tenant, whichever is appropriate, an amount equal to the amount by which such rent and additional rent from the assignee, subtenant or new tenant exceeds the Original Rent (which amount is hereinafter "The Excess") until it recoups the entire cost of brokerage commissions, installations and other costs of renting to such assignee, new tenant or subtenant; (iv) then, to Tenant, out of The Excess, an amount equal to Tenant's unrecouped Installation Cost (as hereinafter defined). Tenant's unrecouped Installation Cost equals Tenant's Installation Cost times a fraction, the numerator of which is the number of months remaining in the term of this Lease from and after the date of assignment or subletting as if it were not terminated or the Space sublet or assigned and the denominator of which is the number of months during the term of this Lease (as extended by any exercised option), less payments previously made hereunder therefor; and (v) finally, any remaining portion of The Excess received shall be distributed 50% to Landlord and 50% to Tenant. Tenant shall not assign be entitled to any payment hereunder from Landlord for any period beyond the date this Lease would have expired or terminated, as provided herein, had Landlord not terminated this Lease with respect to the Space pursuant to this Article 50. If Tenant or Landlord, as the case may be, shall receive a payment to which the other is entitled hereunder, payment to the party entitled thereto shall be made within 10 days of receipt thereof and that portion payable by Tenant hereunder shall be paid as additional rent in accordance with the terms hereof. 3. There shall be no default (after notice and the expiration of any applicable grace period) by Tenant under any of the terms, covenants and conditions of this Lease at the time that Landlord's consent to any such subletting or assignment is requested and on the date of the commencement of the term of any such proposed sublease or the effective date of any such proposed assignment. 4. Upon receiving Landlord's written consent, a duly executed copy of the sublease or assignment shall be delivered to Landlord within thirty (30) days after execution thereof. Any such sublease shall provide that the sublease is subject and subordinate to this Lease. Any such assignment of lease shall contain an assumption by the assignee of all of the terms, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by covenants and conditions of this Lease thereafter to be performed by the Tenant. 5. Anything herein contained to the contrary notwithstanding: (a) Tenant shall not publicly advertise the availability of the demised premises for assignment or subletting at a rental rate lower than the rental rate at which Landlord is then offering to lease comparable space in the building (but Tenant shall not be prohibited from assigning or subletting for less than such rental rate). (b) No assignment or subletting shall be made: (i) By the legal representatives of the Tenant or by any manner person whom Tenant's interest under this Lease passes by operation of law, except in compliance with the provisions of this Article and Article 11 hereof; and (including ii) To any person or entity for the creation conduct of any security interest a business which is not in or other pledge keeping with the standards for and general character of or lien upon the Leased Personal PropertyBuilding of which the demised premises form a part. (c) Tenant may not sublet a part of the Demised Premises without the prior written consent of Landlord. 6. Anything hereinabove contained to the contrary notwithstanding, Landlord herewith consents to assignment of this Lease or sublease of all or part of the demised premises to any entity in which Tenant or its stockholders own at least 51% of the beneficial interest or the parent of Tenant or to any corporation into or with which Tenant may be withheld in Landlord’s sole discretion during merged or consolidated or to which substantially all of its assets or stock may be transferred, provided that any such assignment of lease shall contain an assumption by the first twenty-four full calendar months assignee of all of the Termterms, covenants and conditions of this Lease thereafter will not to be unreasonably withheldperformed by the Tenant. No Tenant agrees that no such assignment or sublease subletting shall operate to release be effective unless and until Tenant from any of its obligations under this Lease. Each sublease gives Landlord written notice thereof, together with a true copy of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact granted.

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord▇▇▇▇▇▇▇▇’s consent is in fact granted. 15.

Subletting and Assignment. Tenant Sublessee shall not further assign this LeaseSublease, in whole or in part, or sublet the Leased Subleased Premises or any portion thereof, or encumber the leasehold interest created by this Lease Sublease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without the prior written consent of Sublessor and Landlord, which may be withheld in Sublessor or Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will not be unreasonably withhelddiscretion. No assignment or sublease Sublease shall operate to release Tenant Sublessee from any of its obligations under this LeaseSublease. Each sublease Sublease of the Leased Subleased Premises or any portion thereof must contain a release of and waiver of claims against Landlord Sublessor and the other Releasees (as that term is defined in this LeaseSublease), in form and content acceptable to LandlordSublessor, and must require the subtenantSublessee’s property insurer to issue in favor of Landlord Sublessor and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Subleased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in TenantSublessee, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this LeaseSublease. Any attempted assignment or sublease Sublease in violation of this Section shall, at LandlordSublessor’s option, be void and shall constitute a default under this LeaseSublease. Consent by Landlord Sublessor to an assignment or sublease Sublease in one instance shall not operate to release the requirement that consent from Landlord Sublessor be obtained for any further or subsequent assignment or subleaseSublease. Tenant Sublessee shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord Sublessor in connection with any proposed subletting or assignment, irrespective of whether LandlordSublessor’s consent is in fact granted. Sublessee shall not encumber the Subleased Personal Property in any manner, including by creation of any security interest in or other pledge of or lien upon the Subleased Personal Property.

Subletting and Assignment. Tenant shall not assign this Lease(either voluntarily or by operation of law) enter into a Prohibited Occupancy Arrangement, in whole and any Prohibited Occupancy Arrangement shall be absolutely void and ineffective for any purpose. Tenant shall not enter into any other Occupancy Arrangement, either voluntarily or in partby operation of law, (other than with a Person who is Affiliate of Tenant for a period ending when, as and if such Person ceases to be Affiliate of Tenant, which assignment or sublet sublease shall be permitted without the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation prior consent of any security interest in or other pledge of or lien upon the Leased Personal PropertyLandlord but with written notice) without the prior written consent of Landlord, Landlord which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will consent shall not be unreasonably withheld. No assignment or sublease Continued on rider If Tenant intends to enter into a Occupancy Arrangement which requires Landlord's consent, Tenant shall operate so notify Landlord in writing, stating the name of (and a financial statement with respect to) the Person whom Tenant intends to release Tenant from any of its obligations under this Lease. Each sublease enter into such Arrangement, the exact terms of the Leased Arrangement and a precise description of the portion of the Premises intended to be subject thereto. Within thirty (30) days of receipt of such writing, Landlord shall either (i) consent to such Occupancy Arrangement or any portion thereof must contain a release (ii) terminate this Lease with respect to so much of the Premises as is intended to be subject thereto. If the Landlord consents to such Occupancy Arrangement, Tenant shall (i) enter into such Arrangement on the exact terms described to Landlord within fourteen (14) days of Landlord's consent or comply again with their terms of this Section and waiver (ii) remain liable for the payment and performance of claims against Landlord the terms and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning covenants of this Lease. Any attempted assignment or sublease in violation of this Section shallIf Tenant enters into such an Arrangement, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay to Landlord when received the excess, if any, of amounts received in respect of such Occupancy Arrangement over the Rent. If Landlord terminates this Lease, all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord Rent due shall be adjusted as of the day the Premises (or portion thereof) are redelivered to Landlord. Any portion of the Premises so redelivered shall be in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is the condition specified in fact grantedSection 7.08 hereof.

Subletting and Assignment. Tenant shall not assign this Lease, in whole or in part, or sublet the Leased Premises or any portion thereof, or encumber the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without Without the prior written consent of Landlord, which neither this Lease, nor any interest of Tenant in this Lease or in the Suite, shall be sold, sublet, assigned, or otherwise transferred, directly or indirectly, whether by operation of law or otherwise (collectively an "Assignment"). The consent of Landlord and Facility Mortgagee to any Assignment may be withheld or denied, in Landlord’s their sole discretion during and may be conditioned upon such documentation, opinions, certificates and other matters that shall be in form and substance acceptable to the first twenty-four full calendar months Landlord and Facility Mortgagee. Consent to one Assignment shall not act as a consent to any future Assignments. In case of any permitted assignment or subletting, Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the TermRent and any other sums due hereunder and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder. The fact that a violation or breach of any of the terms, provisions or conditions of this Lease results from or is caused by an act or omission by any of the subtenants shall not relieve Tenant of Tenant's obligation to cure the same. Tenant shall take all necessary steps to prevent any such violation or breach. Any rentals or payments that Tenant receives pursuant to any sublease or assignment in excess of the Base Rent amount shall be paid without demand by Tenant to Landlord. In the event an Event of Default shall have occurred and thereafter will not be unreasonably withheldcontinuing under this Lease, Landlord shall be entitled to collect directly from any subtenant any rents that Tenant would otherwise be entitled to receive as a sublessor under any sublease. No Any assignment or sublease of the Suite shall operate not require Landlord to release Tenant from perform any of its additional duties or obligations under other than those set forth in this Lease. Each sublease of Tenant shall cause the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable subtenants to Landlordcomply with their obligations under their subleases, and must require Tenant shall diligently enforce all of its rights as the subtenant’s property insurer to issue landlord thereunder in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection accordance with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation terms of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsuch subleases.

Subletting and Assignment. Tenant shall not, without the prior written consent of Landlord (which shall not be unreasonably withheld so long as such proposed replacement tenant meets the criteria, in Landlord's sole discretion, as set forth below), endorsed thereon, list the Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, nor assign this Lease or any interest thereunder, or sublet Premises or any part thereof, or permit the use of Premises by any party other than Tenant. In the event that during the term of this Lease, Tenant desires to sublease and introduces Landlord to a proposed replacement tenant for Tenant, which replacement tenant is of financial strength at least equal to that of Tenant (as determined by Landlord in whole its reasonable discretion) and has a use for Premises and a number of employees reasonably consistent with that of Tenant's operation, the Landlord may consider such replacement tenant and promptly notify Tenant as to Landlord's choice, at Landlord's sole discretion, of the following: (1) That Landlord consents to a subleasing of Premises to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to any profit obtained by Tenant from such subletting or in partassignment; or; (2) That upon such replacement tenant's entering into a mutually satisfactory new Lease for the Premises with Landlord, or sublet the Leased Premises then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only unpaid rentals or any portion thereof, or encumber the leasehold interest created by unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant's obligations); or (3) That Landlord declines to consent to such sublease or assignment due to failure to adequately establish the proposed replacement Tenant's financial strength and proposed use of and operations upon Premises. Tenant shall submit or cause to be submitted audited financial statements or financial statements certified by an executive officer or general partner of the proposed subtenant or assignee in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) without order to validate such entity's financial strength. Without the prior written consent of Landlord, which Tenant may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Termnot assign any options to sublessee(s) or assignee(s) hereunder, and thereafter will not be unreasonably withheld. No assignment or sublease shall operate all such options being deemed personal to release Tenant from any of its obligations under this Lease. Each sublease of the Leased Premises or any portion thereof must contain a release of and waiver of claims against Landlord and the other Releasees (as that term is defined in this Lease), in form and content acceptable to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Leaseonly. Consent by Landlord to an assignment hereunder shall in no way operate as a waiver by Landlord of, or sublease in one instance shall not operate to release the requirement that or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord's consent from Landlord be obtained for to any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective subletting, transfer, use of whether Landlord’s consent is in fact grantedoccupancy.

Subletting and Assignment. Tenant shall Lessee may not assign this Leasesublet, in whole or in partassign, pledge, or sublet the Leased Premises mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any portion thereof, or encumber part of the leasehold interest created by this Lease in any manner (including the creation of any security interest in or other pledge of or lien upon the Leased Personal Property) leased premises without the Lessor's prior written consent of Landlord, approval which may be withheld in Landlord’s sole discretion during the first twenty-four full calendar months of the Term, and thereafter will shall not be unreasonably withheld. No Sublessee's financial strength, reputation, personnel and length of sublease or assignment shall be important factors in Lessor's approval. Sale, transfer, or merger of majority of the voting shares or voting partnership interests in Lessee (if a corporation or partnership) shall be considered an assignment. Lessor shall not be obligated to approve any sublease or assignment. However, if Lessor gives such approval, Lessor shall operate be entitled to (1) 50% of any excess between Lessee's rental per square foot under the lease and the rental per square foot under the sublease or assignment, and (2) 50% of any other consideration flowing directly or indirectly from the sublessee or assignee to Lessee or Lessee's agents. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee a one-time fee equal to one month's lease rental for such additional administrative, investigative, and management services. Violation of this lease by sublessees or assignees shall be deemed a violation by Less▇▇. ▇▇proval by Lessor of any sublease or assignment shall not release Tenant Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of its Lessee's obligations under this Leaselease unless otherwise specified in writing. Each Upon default by Less▇▇, ▇▇y Sublessee shall pay all sublease rentals and other sums due Lessor, direct to Lessor, to be credited against sums owed to Lessor by Lessee under this lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the Leased Premises sublessee or assignee agrees in writing to be liable for all of Lessee's obligations under this lease, and (3) Lessor's written approval is attached to the sublease or assignment. At any time, Lessor may, at Lessor's option, release Lessee from further liability for all or any portion thereof must contain of Less▇▇'▇ ▇ffice space that has been subleased or assigned to a release of third party; and waiver of claims against Landlord and Lessor may terminate the other Releasees (as lease to the extent that term is defined in this Lease), in form and content acceptable it applies to Landlord, and must require the subtenant’s property insurer to issue in favor of Landlord and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Leased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Tenant, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Lease. Any attempted assignment or sublease in violation of this Section shall, at Landlord’s option, be void and shall constitute a default under this Lease. Consent by Landlord to an assignment or sublease in one instance shall not operate to release the requirement that consent from Landlord be obtained for any further or subsequent assignment or sublease. Tenant shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed subletting or assignment, irrespective of whether Landlord’s consent is in fact grantedsuch space.