Common use of Assignment of Lease Clause in Contracts

Assignment of Lease. The Tenant may not assign the Lease or sublet all or any part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed or implied as consent to any further or subsequent assignment or subletting. In the event this Lease is assigned or all or a portion of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:

Assignment of Lease. The (a) Tenant may will not assign the assign, transfer, mortgage or otherwise encumber this Lease or sublet all or rent (or permit occupancy or use of) the premises, or any part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person thereof, without first obtaining the prior written consent of the Landlord, such any consent not to be at Landlord's sole discretion and Landlord may unreasonably withheldwithhold its consent, nor shall any assignment or transfer of this or the right of occupancy hereunder be effectuated by operation of law or otherwise without the prior written consent of Landlord. In no event If Tenant is a corporation or partnership, any transfer of a majority or controlling interest of Tenant's issued and outstanding capital stock or partnership interests shall the Tenant be released or discharged from the full performance of deemed an assignment under this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and shall require Landlord's prior written consent. The consent by Landlord to any such consent granted by the Landlord assignment or subletting shall not be deemed construed as a waiver or implied as 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, subtenant or occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease, nor shall any such assignment or subletting be construed to relieve Tenant from obtaining the consent in writing of Landlord to any further or subsequent assignment or subletting. In the event this Lease is assigned that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant, assignee or all any other occupant holding the premises or a any portion of thereof under the Premises subletTenant, and hereby authorizes each subtenant to pay said rent directly to Landlord. (b) Notwithstanding the above, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance be able to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the rightsublet, without the consent Landlord's prior written consent, that portion of Landlord, but otherwise in accordance with the requirements Demised Premises that it presently sublets as of the Commencement Date of this Lease, including without limitationLease Agreement. (c) Notwithstanding the above, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to Tenant shall be bound by all of the Tenant’s obligations hereunder to the extent applicable, able to assign this Lease and/or sublease lease to a wholly owned subsidiary without the whole Landlord's consent as long as the subsidiary uses the Demised Premises for the same purpose and under the same trade name as the Tenant herein. The Tenant and the wholly owned subsidiary shall both then be fully liable for all obligations hereunder. Any further assignments or part of subleases will be subject to the Premises to:restrictions in Paragraph 18(a) above.

Assignment of Lease. The Tenant Lessee acknowledges and agrees that Lessor may not assign the Lease or sublet all or any part of the Premises sell, assign, mortgage, or otherwise grant transfer its interest hereunder and/or in the Equipment to others ("Assignees") without any consent of Lessee, provided however that Lessee shall be promptly notified of any assignment and that each Assignee shall expressly take assignment subject to this Lease and the Charter and agree to recognize Lessee's rights under this Lease, including expressly the right to quiet enjoyment, use and possession of the Premises Equipment so long as no Event of Default exists under the Lease, during, and pursuant to Section 21.2 after, the term of this Lease; provided further that, notwithstanding the foregoing, if such Assignee is PDS Funding 2004-A, LLC or any portion of its successors or assigns, such assignment shall be taken subject to the terms of that certain Notice, Consent and Acknowledgment of Assignment or Sale of even date herewith by and among Lessor, Lessee, PDS, Cruise II, ITG, ITG Palm Beach, LLC and International Thoroughbred Breeders, Inc. Accordingly, Lessee and Lessor agree that upon such assignment, Lessee (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that Lessee may have against Lessor; (iii) shall not permit the Lease, the Charter or any Lease Schedule so assigned to be amended or the terms thereof to any other person waived without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord Assignees; (iv) shall not be deemed require the Assignees to perform any obligations of Lessor under such Lease Schedule; (v) shall not terminate or implied as consent attempt to any further or subsequent assignment or subletting. In terminate the event this Lease is assigned or all or a portion of the Premises subletLease, the Tenant shall pay all reasonable out-of-pocket expenses incurred Charter or any Lease Schedule on account of any default by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained hereinLessor, so long as Tenant is such default does not then result in default under this Lease beyond the denial of Lessee's quiet enjoyment, use and possession of the Equipment; and (vi) acknowledges that any applicable curative period provided for in Assignee may reassign its rights and interest with the same force and effect as the assignment described herein. Lessee shall not assign this Lease, Tenant shall have the rightCharter or any Lease Schedule or assign its rights in or sublet the Equipment, or any interest therein, except pursuant to that certain Sub-Bareboat Charter of even date herewith between Lessee and ITG, without the Lessor's and its Assignee's prior written consent, which consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to shall not be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:unreasonably withheld.

Assignment of Lease. The Tenant may shall not mortgage, pledge or assign the this Lease or sublet all the whole or any part of the Premises Leased Premises, or otherwise grant possession of the Premises or any portion thereof to permit any other person to occupy same or any part thereof, without first obtaining the prior written consent of the Landlord, such which consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed unreasonably withheld so long as the assignee or implied as consent to any further sublessee has equal or subsequent better credit and business experience. Any assignment or sublettingsub-letting, even with Landlord’s consent, shall not relieve Tenant from liability for payment of Fixed Minimum Rent, Additional Rent and all charges, rates and other sums; or from the obligations of Tenant set forth in this Lease. In the event this Lease is assigned or all or a portion of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including even with the Landlord’s legal costs in connection therewith and a non-refundable amount consent of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into results in rental income or other lease charges in an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period amount greater than that provided for in this Lease, then such excess shall belong to Landlord and shall be payable to Landlord as Additional Rent herein reserved. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the agreements of this Lease, or to be a consent to any assignment for the benefit of creditors or by operation of law and shall not be effective to transfer any rights to any assignee without prior written consent of Landlord. In the event Xxxxxx wishes to assign this Lease and Landlord consents to such assignment, Landlord may charge a reasonable fee, not to exceed Seven Hundred Fifty and no/100 Dollars ($750.00), to help offset any costs Landlord may have in preparing such assignment, or in examining the information, financial statements, operating history, references, etc., necessary to effectuate same. If Tenant desires to assign the Lease or sublease all or part of the Leased Premises, Tenant shall submit to Landlord, at least sixty (60) days prior to the effective date of the proposed assignment or sublease, a written notice of its intent, which notice shall; (a) state the name of the proposed assignee or sublessee; (b) state the nature and character of the business of the proposed assignee or sublessee; (c) state the term, use, rental rate and other particulars of the proposed assignment or sublease, including, without limitation, evidence satisfactory to Landlord that the proposed assignee or sublessee is financially responsible and will immediately occupy and thereafter use the Leased Premises for the use stated in Section 1.1 and in accordance with Section 7.1.B; and (d) be accompanied by a copy of the proposed assignment or sublease documents. Upon receipt of said notice including items (a)—(d) above, Landlord shall have the right, without at Xxxxxxxx’s sole discretion, within thirty (30) days after receipt of such notice, to approve or disapprove the consent of Landlordproposed assignment or sublease, but otherwise in accordance with the requirements of or to terminate this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all Lease effective as of the Tenantproposed effective date of the assignment or sublease (provided, however, that Tenant may nullify Landlord’s obligations hereunder termination right by withdrawing the proposed assignment or sublease). No assignee of the Lease or sublessee of the Leased Premises or any portion thereof may further assign or sublet the Leased Premises or any portion thereof. In the event Landlord consents to the extent applicableany assignment or subletting, to assign any Renewal Options provided for in this Lease and/or sublease the whole or part of the Premises to:shall become null and void.

Assignment of Lease. The 13.01 Tenant may not sublet or assign this Lease without the Lease Landlord's consent, which consent shall not be unreasonably withheld or delayed, except that Tenant need not obtain Landlord's prior written consent for the assignment or sublet of its leasehold interest in the event that it wishes to assign or sublease same to a subsidiary or affiliate or to any entity into which Tenant is merged, with which Tenant is consolidated, or which acquires all or any part substantially all of the Premises assets of Tenant for the use set forth in Article 4 hereof. It is further agreed that no assignment or otherwise grant possession sublease shall be effective unless the assignee or sublessee agrees directly with the Landlord to perform Tenant's obligations under this lease. Notwithstanding any permitted assignment or subletting, no further assignment or subletting may be made without Landlord's consent and, except as set forth herein, Tenant shall remain fully and liable for the payment of all rent, additional rent and the performance of all the terms, covenants and conditions contained herein in the event Tenant's assignee or sublessee defaults under the terms of Tenant's lease. Except as set forth herein, Landlord's dealing with an assignee or sublessee shall not affect the contingent liability of the Premises or any portion thereof to any other person Tenant under this Lease. 13.02 Tenant shall have the right, without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall the Tenant be released sublet any part or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed or implied as consent to any further or subsequent assignment or subletting. In the event this Lease is assigned or all or a portion of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder Demised Premises for the purposes permitted by this Lease, and for such term of years, and on such terms and conditions, as Tenant shall determine subject to Landlord's reasonable consent; provided, however, that (i) the extent applicable subletting shall end no later than one (l) day before the Expiration Date (or any extended expiration date, in the even Tenant shall have exercised its right to it. Notwithstanding extend the foregoing term of this Lease); (ii) the proposed sublease shall contain a provision stating that it is expressly subordinate to this Lease; (iii) the proposed sublease shall be for general warehouse, and uses incidental thereto, only and for no other purpose, and shall otherwise comply with the provisions of this Section 10.01 or Lease; and (iv) prior to the execution of any proposed sublease, Tenant shall have delivered copies of the proposed sublease to Landlord. (a) Notwithstanding anything else contained hereinin this Article 13 to the contrary, so long as along as Tenant is not then in default under any of the material terms, covenants or conditions of this Lease on Tenant's part to be observed or performed beyond any applicable curative period provided for in this Lease, Tenant shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:

Assignment of Lease. The SUBLEASE Except as hereinafter set forth, Tenant may not assign the Lease or encumber this Lease, and may not sublet all or any part or all of the Demised Premises or otherwise grant possession of without the Premises or any portion thereof to any other person without first obtaining the prior written consent of the Landlord, such which Landlord shall not unreasonably withhold or delay. Notwithstanding the foregoing, Landlord's withholding of its consent shall be reasonable if the assignee or subtenant proposed by Tenant conducts a business that is, in Landlord's reasonable judgment, incompatible with the character of Southport Business Park and its tenants or is currently a tenant of or occupying any portion of Southport Business Park. Any assignment or sublease to which Landlord may consent (one consent not being any basis to be unreasonably withheldcontend that Landlord should consent to a further change) shall not relieve Tenant of any of its obligations hereunder. In no event shall the Tenant be released or discharged from the full performance of this Lease be assignable by operation of any law, and the payment of all rents Tenant's rights hereunder may not become, and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed listed by Tenant as an asset under any bankruptcy, insolvency, or implied as consent to any further or subsequent assignment or sublettingreorganization proceedings. In the event this Lease Tenant is assigned or all or a portion of the Premises subletnot, the Tenant may not become, and shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting never represent itself to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the right, without the consent a agent of Landlord, and Tenant expressly recognizes that Landlord's title is paramount, and that it can do nothing to affect or impair Landlord's title. Tenant may, without Landlord's consent, assign or sublet all but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or not part of the Demised Premises to:to (1) any entity controlled by, under common control with, or controlling Tenant, (2) any successor corporation by merger or consolidation or (3) any entity purchasing substantially all of Tenant's assets and business at the Demised Premises.

Assignment of Lease. The (a) Tenant may shall not assign the this Lease or sublet all sublease the Leased Premises or any part thereof or mortgage, pledge or hypothecate its leasehold interest or grant any concession or license within the Leased Premises (any such assignment, lease, mortgage, pledge, hypothecation, or grant of a concession or license being hereinafter referred to in this Section 4.06 as a "Transfer") without the prior express written permission of Landlord, which will not be unreasonably withheld or delayed; provided, however, that Landlord's right to terminate this Lease as to any space for which Tenant requests permission to make a Transfer shall not be limited, qualified or in any way affected by or subject to the agreement that permission will not be unreasonably withheld, it being understood and agreed that if Tenant requests Landlord's permission to make a Transfer, Landlord shall have the right, in its sole discretion, for any reason or for no reason, to terminate this Lease as to the space so affected as hereinafter provided unless such transfer is to a subsidiary, affiliate or successor of Tenant pursuant to Section 4.06(f) whereby Landlord will not have the right prescribed herein to terminate this Lease as to the space so affected. Any attempt to effect a Transfer without such permission of Landlord shall be void and of no effect. Tenant acknowledges that any assignment or Lease is also subject to the prior written consent of any Landlord's Mortgagee (as defined in Section 4.10). Without limiting the generality of what may constitute reasonable grounds for withholding permission, it is stipulated and agreed that during the initial twelve (12) months of the Premises Lease Term, a refusal to permit a Transfer to another tenant in the Building, or otherwise grant possession a refusal to permit a Transfer to a proposed assignee or sublessee with whom Landlord has been negotiating to lease space in the Building shall be deemed reasonable. Without limiting the foregoing, Landlord shall have the right to refuse to permit a Transfer to any Transferee that is engaged in the business of telemarketing call-out services, sexually oriented businesses, government agencies not typically found in Class A office buildings, or any other use that is not compatible with the other tenants in the Building. In order for Tenant to make a Transfer, Tenant must request in writing Landlord's permission within at least thirty (30) days in advance of the Premises date on which Tenant desires to make a Transfer, which request will be accompanied by a detailed term sheet outlining the terms of the Transfer. Landlord and Landlord's Mortgagees shall then have a period of fifteen (15) calendar days following receipt of such notice within which to notify Tenant in writing that Landlord elects (i) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or sublessee by Landlord, or (ii) to refuse consent (only for those reasons prescribed herein) to Tenant's requested Transfer and to continue this Lease in full force and effect as to the entire Leased Premises. If Landlord shall fail to notify Tenant in writing of such election within said fifteen (15) day period, Landlord shall be deemed to have elected option (ii) above. If Landlord elects to exercise option (ii) above, Tenant agrees to provide at its expense, direct access from any portion thereof sublet space or concession area to a public corridor of the Building. The prohibition against a Transfer contained herein shall be construed to include a prohibition against any Transfer by operation of law. (b) Notwithstanding that the prior express written permission of Landlord to a Transfer may have been obtained under the provisions of Section 4.06(a), the following shall apply: (1) Tenant shall (i) in the event of an assignment, cause the assignee to expressly assume in writing and to agree to perform all of the covenants, duties and obligations of Tenant hereunder, and such assignee shall be jointly and severally liable therefor along with Tenant; (ii) cause such assignee or sublessee to grant Landlord an express first and prior contract lien and security interest in the same manner as the lien granted by Tenant to Landlord under Section 5.03 hereof; (iii) subordinate to Landlord's statutory lien and the aforesaid contract lien and security interest any liens or other rights which Tenant may claim with respect to any fixtures, equipment, goods, merchandise or other person property owned by or leased to the proposed assignee or sublessee or other party intending to occupy the Leased Premises; and (iv) agree with Landlord that in the event that the rent or other consideration due and payable by a sublessee or assignee under any such permitted Lease or assignment exceeds the Rent for the portion of the Leased Premises so transferred, then Tenant shall pay Landlord as additional rental hereunder fifty percent (50%) of such excess rental and other consideration immediately upon receipt thereof by Tenant from such transferee. (2) A signed counterpart of all instruments relative to a Transfer (executed by all parties to such transaction with the exception of Landlord) shall be submitted by Tenant to Landlord prior to or contemporaneously with the request for Landlord's written consent thereto; and, Tenant shall reimburse Landlord for all reasonable attorney's fees incurred in connection with Landlord's review and approval of such instruments; (3) No usage of the Lease Premises different from the usage herein provided to be made by Tenant shall be permitted without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall and all of the Tenant be released or discharged from the full performance terms and provisions of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed or implied as consent continue to any further or subsequent assignment or subletting. apply after a Transfer; and (4) In the event this Lease is assigned or all or Landlord consents to a portion of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this LeaseTransfer, Tenant shall have will nevertheless remain directly and primarily liable for the rightperformance of all the covenants, without the consent duties and obligations of LandlordTenant hereunder (including, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting pay all Rent herein provided to be bound by all paid), and Landlord shall be permitted to enforce the provisions of this Lease against the undersigned Tenant or any transferee, or both, without demand upon or proceeding in any way against any other persons. Notwithstanding the foregoing, in the event Tenant assigns the Lease to a third party which is reasonably acceptable to Landlord and which is publicly traded, has a market capitalization of at least $10 billion and whose price/earnings ratio as of the Tenant’s obligations business day immediately preceding the date of such assignment is not greater than the average price/earnings ratio for the stocks comprising the Standard & Poors 500 index as of the same date, then, in such case, Tenant shall be relieved of all liability as Tenant hereunder following the date of such assignment. (c) If Tenant is a corporation then any transfer of this Lease by merger, consolidation or dissolution or any change in ownership or power to vote a majority of the voting stock in Tenant outstanding at the time of execution of this Lease shall constitute a Transfer for the purposes of this Lease; provided, however, that acquisition of all stock of a corporate tenant by any corporation, the stock of which is registered pursuant to the extent applicableSecurities Act of 1933 or the merger of a corporate tenant into such a corporation, the stock of which is so registered, shall not be deemed to assign be a violation of Section 4.06(a). For purposes of this Lease and/or sublease Section 4.06(c), the term "voting stock" shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation involved. (d) If Tenant is a general partnership having one or more corporations as partners or if Tenant is a limited partnership having one or more corporations as general partners, the provisions of Section 4.06(c) shall apply to each of such corporations as if such corporations alone had been the Tenant hereunder. If Tenant is a general or limited partnership, joint venture, or other form of association, the transfer of a majority of the ownership interests therein shall constitute a Transfer for the purposes of this Lease. (e) The consent by Landlord to a particular Transfer shall not be deemed a consent to any other subsequent Transfer. If this Lease, the Leased Premises or the Tenant's leasehold interest therein, or if any portion of the foregoing is transferred, or if the Leased Premises are occupied in whole or in part by anyone other than Tenant without the prior consent of Landlord as provided herein, Landlord may nevertheless collect rent from the transferee or other occupant and apply the net amount collected to the Rent payable hereunder, but no such transaction or collection of rent or application thereof by Landlord shall be deemed a waiver of the Premises to:provisions hereof or a release of Tenant from the further performance by Tenant of its covenants, duties and obligations hereunder. (f) Notwithstanding anything to the contrary, no approval or consent shall be required for a Transfer to a "subsidiary", "affiliate" or a "successor" of Tenant.

Assignment of Lease. The Tenant may shall not assign the or encumber its interest in this Lease or sublet the Premises or sublease all or any part of the Premises or otherwise grant possession allow any other person or entity to occupy or use all or any part of the Premises or any portion thereof to any other person without first obtaining the Landlord’s consent, in Landlord’s sole and absolute discretion. Any assignment, encumbrance or sublease without Landlord’s prior written consent of the shall be voidable and at Landlord’s election, such consent not to be unreasonably withheldshall constitute a Default. In no event shall the Tenant be released Landlord’s waiver or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed or implied as consent to any further or subsequent assignment or subletting. In the event subletting shall not relieve Tenant or any assignee or sublessee from any obligation under this Lease whether or not accrued. If Tenant is assigned a partnership or all limited liability company, a withdrawal or a portion change, voluntary, involuntary or by operation of law, of any partner or member, or the dissolution of the Premises subletpartnership or limited liability company, shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of any assets of Tenant other than in the ordinary course of business shall be deemed a voluntary assignment. The phrase “controlling percentage” means ownership of and right to vote stock possessing at least twenty-five percent (25%) of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraph shall not apply to corporations the stock of which is traded through a public exchange or in the over-the-counter or electronic bulletin board markets. If Tenant requests Landlord to consent to a proposed assignment or subletting Tenant shall pay all reasonable out-of-pocket to Landlord, whether or not consent is ultimately given, Landlord’s attorneys’ fees and other expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount with such request. No interest of Five Hundred Dollars ($500.00) Tenant in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Leaseshall be assignable by involuntary assignment through operation of law (including, Tenant shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation transfer of any transferee to enter into an agreement directly with the Landlord covenanting to be bound this Lease by all testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) If a writ of attachment or execution is levied on this Lease; or (c) If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a Default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant’s obligations hereunder to . Tenant acknowledges and agrees that Landlord shall have the extent applicableabsolute right, at any time and without the need for consent of Tenant, to (a) assign all or any portion of its interest under this Lease, or (b) to assign all or any portion of its interest under this Lease and/or sublease either absolutely or collaterally as security for a loan or loans made to Landlord or to an affiliate of Landlord. The lender exercising its remedies pursuant to any such assignment shall be entitled to become the whole Landlord. Upon request of Landlord, Tenant shall consent, in writing, to any such assignment and shall provide such written consent and estoppel statement as may be reasonably requested by the assignee or part of lender(s) providing such financing to Landlord or its affiliate. Upon request, Tenant shall pay Rent and any other amounts due from Tenant under this Lease as directed by Landlord and the Premises to:lender providing any such financing to Landlord or Landlord’s affiliate.

Assignment of Lease. The Tenant may Lessee covenants and agrees that it will not assign the this Lease or sublet all the Demised Premises or any part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person thereof, without first obtaining securing the prior written consent of the LandlordLessor thereto, such which consent shall not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such Such consent granted by the Landlord shall not be deemed or implied as consent to any further or subsequent assignment or subletting. In withheld, (a) if at the event this Lease is assigned or all or a portion time of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including Lessee shall not have been, nor be in default of the Landlord’s legal costs in connection therewith performance or observance of any of the Lessee's covenants and a non-refundable amount of Five Hundred Dollars agreements hereunder, and ($500.00b) in advance to if the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee assignee or sublessee shall enter into an agreement directly with the Landlord covenanting to be bound by expressly assume all of the Tenant’s covenants and obligations hereunder to of the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default Lessee under this Lease beyond by written instrument, and if the business to be carried on by the assignee or sublessee is free from nuisance and similar to the use the building is being used for at the time of assignment or subletting, and (c) if such assignee or sublessee is a reasonably financially responsible person, firm or corporation and one of good character and reputation and (d) if a duplicate executed copy of such instrument of assignment or sublease shall be delivered to the Lessor promptly after its execution by the parties thereto. Notwithstanding any applicable curative period provided for in this Lease, Tenant shall have the right, without assignment or sublease made with the consent of LandlordLessor, but otherwise in accordance with Lessee shall not be discharged of any obligation or liability under this Lease. Nothing herein shall be construed to require the requirements written consent of the Lessor to the assignment or transfer of this Lease, including without limitationwhether by operation of law or otherwise, the obligation to any successor in interest, whether through merger, acquisition or purchase of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all or substantially all of the Tenant’s obligations hereunder business of Lessee for which the Demised Premises are utilized. In the event Lessee receives Lessor's consent to an assignment or sublease the demised premises or any portion thereof and the rent received from sublessee exceeds the rent set forth in this Lease Agreement, said increase in rent shall be considered as additional rent due and payable to the extent applicable, to assign this Lease and/or sublease Lessor and the whole or part sum of the Premises to:increase shall be remitted to Lessor upon receipt of same from sublessee.

Assignment of Lease. The Tenant may Lessee hereby assigns, sells, and conveys and otherwise transfers to Lessee’s Assignee all of Lessee’s right, title and interest as Lessee in and to that certain Ravalli County Airport Lease of Airport Premises (including but not assign limited to any security deposit, prepaid rent and all options and rights contained therein, and all subleases of the Premises) which is dated May 11, 2021 for the premises commonly known as E-1765 according to the Ravalli County Airport Layout Plan, consisting of approximately 3850 square feet (“the “Premises”) and more particularly described therein. Said lease and all amendments thereto are referred to as the “Lease” and the premises therein demised is referred to as the “Premises” in this Agreement. A copy of the Lease or sublet (including all or any part amendments thereto, if any) is attached as Exhibit “A” to this Agreement and Lessee warrants such copy to be a true and correct copy of the Premises or otherwise grant possession entire agreement between County and Lessee with respect to the Premises. This assignment of Xxxxxx’s right, title and interest in the Lease to Xxxxxx’s Assignee shall be effective on , (the “Effective Date”), provided that County consents thereto as evidenced by its execution of this Agreement in the space set forth below. Notwithstanding this assignment of Xxxxxx’s right, title and interest in the Lease to Xxxxxx’s Assignee and the corresponding acceptance thereof and assumption hereby by Xxxxxx’s Assignee of all of Lessee’s obligations, terms, covenants, conditions and agreement under the Lease, Lessee shall continue to remain liable for the performance of all of such obligations, terms, covenants conditions and agreements and hereby agrees and guarantees to perform the same upon written notice of the Premises or any portion default in the performance thereof by Xxxxxx's Assignee. Service of such notice shall be deemed given forty- eight (48) hours after the same has been deposited in the U.S. Mail, with first class postage prepaid, addressed to Xxxxxx at the address stated below or, if personally served, upon delivery thereof to any other person without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed or implied as consent to any further or subsequent assignment or subletting. In the event this Lease is assigned or all or a portion of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:Lessee.

Assignment of Lease. The Tenant may Lessee agrees not to transfer or assign the Lease this lease, or sublet all or any part of the Premises or otherwise grant possession of subject premises without the Premises or any portion thereof to any other person without first obtaining the prior written consent of the LandlordLessor. NEGLECT OF PREMISES The Lessee shall not commit waste on the premises herein leased, such consent not and the premises will be returned to be unreasonably withheld. In no event shall the Tenant be released or discharged from Lessor at the full performance termination of this Lease lease in substantially as good condition as at the commencement thereof, damages from natural elements, normal depreciation and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed or implied as consent to any further or subsequent assignment or sublettingdecay excepted. DEFAULT BY LESSEE In the event this Lease is assigned or all or a portion the Lessee defaults in any of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else covenants contained herein, so long as Tenant the Lessor shall notify the Lessee, in writing, of such default and if such default is not then corrected within sixty days after receipt of notification, the Lessor may notify Lessee that the lease is terminated, and reenter the premises herein leased. DAMAGE TO PREMISES BY FIRE, ETC. It is agreed by and between the parties hereto that in default under the event the premises are destroyed or damaged by fire, natural elements, or other cause to such an extent that continued occupancy by the Lessee would be impractical, the Lessee shall give immediate notice thereof to the Lessor, in writing, and this Lease beyond lease shall terminate. If only a part of the premises shall be rendered untenable, leaving the remainder suitable for occupancy, the rental shall be proportionately abated until the premises have been repaired. The Lessor shall have five (5) days from receipt of such notice to decide whether or not to repair the premises. Any repairs undertaken must be completed within a reasonable length of time after Lessor’s decision. Should Lessor decide not to repair the premises, this lease shall terminate, and Lessee shall deliver possession of the premises to the Lessor and thereupon be relieved of any applicable curative period provided and all liability hereunder or concerning the premises except for any unpaid rent through the final day of occupancy. PROVISIONS FOR IMMEDIATE TERMINATION It is further agreed by and between the parties hereto that this lease shall be considered canceled, without further obligation on the part of the Lessee, if the State Legislature or the Federal Government should subsequently fail to appropriate sufficient funds therefor, or should otherwise act to impair this lease or cause it to be canceled, or in the event it shall become unlawful to maintain a State facility on leased premises. In any event aforementioned, the Lessee may immediately redeliver possession of the premises to the Lessor and thereupon be relieved from any and all obligations hereunder or concerning the premises except for rent accruing prior to such date of redelivery. QUIET ENJOYMENT OF PREMISES The Lessor covenants that at the date of this Leaselease, Tenant Lessor was seized of said premises as the sole owner(s) thereof, in fee simple, free of all liens, encumbrances and any outstanding interests whatsoever, and that upon payment of rentals as hereinbefore set forth, it will warrant and defend the title of Lessee against any and all claims whatsoever, not arising hereunder during the term of this lease; that the Lessee shall, at all times during the term of this lease, peaceably and quietly have, hold and enjoy the said leased premises. CANCELLATION OF LEASE It is further agreed by and between the parties hereto that the Lessee shall have the rightright to cancel this lease, without further obligation on the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:Lessee, upon giving thirty (30) days’ written notice to the Lessor, such notice being given at least thirty days prior to the last day of the succeeding month. REMOVAL OF MACHINERY AND EQUIPMENT It is understood and agreed that all machinery and equipment installed by the Lessee, or placed upon the leased premises incident to Lessee’s business, whether annexed to the freehold or not, shall remain the personal property of the Lessee, and Lessee shall have the privilege and right to remove same at any time during the term of this lease provided the premises are restored to as good condition as existed prior to installation of said machinery and equipment, reasonable wear and tear expected. STRUCTURAL OR OTHER CHANGES TO PREMISES In the event the Lessee requires structural or other changes in said premises to improve the use and efficiency of same, and if said changes are completed by Lessor at its cost and expense, the Lessee agrees to reappraise and renegotiate this lease to arrive at a fair rental value, if warranted.

Assignment of Lease. The Tenant may Lessee will not assign the assign, transfer, mortgage or otherwise encumber this Lease or sublet all or rent (or permit occupancy or use of) the premises, or any part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person thereof, without first obtaining the prior written consent of the Landlord, such consent Lessor which shall not to be unreasonably withheld. In no event , nor shall the Tenant be released any assignment or discharged from the full performance transfer of this Lease and or the payment right of all rents and monies and occupancy hereunder be effectuated by operation of law or otherwise without the observance prior written consent of all covenants, agreements, terms and conditions herein contained and Lessor. The consent by Lessor to any such consent granted by the Landlord assignment or subletting shall not be deemed construed as a waiver or implied as release of Lessee from the terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee, subtenant or occupant constitute a waiver or release of Lessee of any covenant or obligation contained in this Lease, nor shall any such assignment or subletting be construed to relieve Lessee from obtaining the consent in writing of Lessor to any further or subsequent assignment or subletting. In the event this Lease is assigned that Lessee defaults hereunder, Lessee hereby assigns to Lessor the rent due from any subtenants, assignee or any other occupant holding the premises or any portion thereof under the Lessee, and hereby authorizes each such subtenant to pay said rent directly to Lessor. In the event that Lessee desires to sublet all or a portion of the Premises subletdemised premises, Lessee shall give to Lessor thirty (30) days written notice of Lessee's intention so to do. Within thirty (30) days after receipt of said notice, Lessor shall have the Tenant shall pay all reasonable out-of-pocket expenses incurred by right to sublet that portion of the Landlord in any such assignment or subletting, including demised premises from the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance Lessee at the same rent stipulated herein. If Lessee desires to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by sublet all of the Tenant’s obligations hereunder demised premises, Lessor shall also have the right to terminate this Lease on a date to be agreed upon by Lessor and Lessee. In the extent applicable event Lessor has not exercised its right to itsublet the demised premises or terminate this Lease as heretofore provided, Lessee may sublet the demised premises after first obtaining the written consent of the Lessor. Notwithstanding the foregoing provisions For purposes of this Section 10.01 Paragraph, if Lessee is a partnership or anything else contained hereincorporation, so long as Tenant is not then any change in default under this Lease beyond any applicable curative period provided for in this Leasethe ownership thereof that exceeds, Tenant shall have during the right, without the consent of Landlord, but otherwise in accordance with the requirements term of this Lease, including without limitation, the obligation forty (40%) shall be deemed an assignment of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:Lease.

Assignment of Lease. The Tenant may shall not have the right to assign this lease or to sublet the Lease or sublet all whole or any part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person demised premises without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord which shall not be deemed unreasonably withheld or implied as consent to any further or subsequent assignment or subletting. In the event delayed, provided Tenant may assign this Lease is assigned or all or in connection with a portion sale of Tenant's business to an entity with a net worth greater than the Premises sublet, the combined net worth of Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in and Tenant's Guarantor (see Section 30 of this lease); but 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 and other obligations under the terms, provisions, and covenants of this lease, including the Landlord’s legal costs use of the premises, unless Landlord shall have negotiated and entered into a new lease with the proposed sub-lessee or assignee, or Landlord shall have agreed in connection therewith writing to accept performance by the sub-lessee or assignee and a non-refundable amount exonerate Tenant of Five Hundred Dollars ($500.00) further rents and performance. Alternatively, Landlord may revise the lease to terminate the lease arrangement for the area proposed in advance to the sublease, and will proportionately credit the rental payments accordingly. Upon the occurrence of any event of default as herein defined, if the demised premises or any part thereof are then assigned or sublet, Landlord, representing in addition to any other remedies herein provided or provided by laws, may at their option collect directly from such assignee or sub-Tenant all the rents becoming due to them by Tenant hereunder, and no such collection shall be construed to constitute a reasonable cost novation or a release of Tenant from the further performance of its obligations hereunder. Landlord shall also have the right to the assign any of their rights under this lease; but notwithstanding any such assignment, Landlord shall at all times remain fully responsible and liable for reviewing such application. Any transferee shall enter into an agreement directly compliance with the Landlord covenanting to be bound by all of their obligations under the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing terms, provisions and covenants of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:lease.

Assignment of Lease. The Tenant Lessee acknowledges and agrees that Lessor may not assign sell, assign, mortgage, or otherwise transfer its interest hereunder and/or in the Equipment to others ("Assignees") without any consent of Lessee, provided however that Lessee shall be promptly notified of any assignment and that each Assignee shall expressly take assignment subject to this Lease or sublet all and the Vessel Lease Documents and agree to recognize Lessee's rights under this Lease, including the right to quiet enjoyment and use of the Equipment so long as no event of default exists under the Lease, during the term of this Lease; provided further that, notwithstanding the foregoing, if such Assignee is PDS Funding 2004-A, LLC or any part of its successors or assigns, such assignment shall be taken subject to the Premises terms of that certain Notice, Consent and Acknowledgment of Assignment or otherwise grant possession Sale of even date herewith by and among Lessor, Lessee, PDS, Cruise II, ITG, ITG Palm Beach, LLC and International Thoroughbred Breeders, Inc. Accordingly, Lessee and Lessor agree that upon such assignment, Lessee (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due to the Premises designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that Lessee may have against Lessor; (iii) shall not permit the Lease, the Vessel Lease Documents or any portion Lease Schedule so assigned to be amended or the terms thereof to any other person waived without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord Assignees; (iv) shall not be deemed require the Assignees to perform any obligations of Lessor under such Lease Schedule; (v) shall not terminate or implied as consent attempt to any further or subsequent assignment or subletting. In terminate the event this Lease is assigned or all or a portion of the Premises subletLease, the Tenant shall pay all reasonable out-of-pocket expenses incurred Vessel Lease Documents or any Lease Schedule on account of any default by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained hereinLessor, so long as Tenant is such default does not then result in default under this Lease beyond the denial of Lessee's quiet enjoyment, use and possession of the Equipment; and (vi) acknowledges that any applicable curative period provided for in Assignee may reassign its rights and interest with the same force and effect as the assignment described herein. Lessee shall not assign this Lease, Tenant the Vessel Lease Documents or any Lease Schedule or assign its rights in or sublet the Equipment, or any interest therein without Lessor's and its Assignee's prior written consent, which consent shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to not be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:unreasonably withheld.

Assignment of Lease. The Tenant may not assign shall have the right to assign, transfer or dispose of this Lease or sublet all any interest therein or any part thereof, with the written consent of the Premises or otherwise grant possession of Issuer, for any lawful purpose under the Premises or any portion thereof to any other person without first obtaining Act; provided, however, the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord Issuer shall not be deemed required if such assignee or implied as consent transferee is an Affiliate. With respect to any further or subsequent assignment or subletting. In the event this Lease is assigned or all or a portion of the Premises sublet(including any assignment to an Affiliate), the Tenant shall pay all reasonable out-of-pocket expenses incurred comply with the following conditions: (1) Such assignment shall be in writing, duly executed and acknowledged by the Landlord assignor and in proper form for recording; (2) Such assignment shall include the entire then unexpired term of this Lease; (3) A duplicate original of such assignment shall be delivered to the Issuer and the Trustee not later than thirty (30) days prior to the proposed effective date, together with an assumption agreement, duly executed and acknowledged by the assignee in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Tenant to be performed and observed; (4) At the time of any such assignment there shall be no damage or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance destruction to the LandlordProject which has not been repaired, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the right, without the consent of Landlord, but otherwise restored and replaced in accordance with the requirements provisions of this Lease, including without limitationunless any funds then held by the Tenant for the purposes of such repair, restoration and replacement are simultaneously transferred to the assignee; (5) Subtenant shall have delivered to the Trustee in forms satisfactory to the Trustee (i) its written consent to such assignment, transfer or disposition and (ii) an estoppel certificate with respect to there being no defaults or events of default under the Sublease; (6) Moody's shall reaffirm the then current rating on the Bonds; and (7) There shall be delivered to the Trustee and the Issuer an opinion of counsel that all conditions precedent to such assignment have been satisfied. Upon the satisfaction of the conditions set forth herein, the obligation assignor shall be relieved of any transferee all further liability occurring on and after the effective date of such assignment, provided, however, such assignment shall not relieve the assignor of its obligations pursuant to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:SECTION 10.2.

Assignment of Lease. The Tenant may not assign Effective as of December 31, 2001 (the ------------------- "Assignment Commencement Date"), Assignor does hereby assign, transfer, and set over unto Assignee all of the right, title and interest of Assignor in, to and under the Lease, as herein amended. Assignor, simultaneously herewith, assigns to Assignee, all of Assignor's right, title, and interest in and to the leasehold improvements and all remaining tangible personal property (if any) located in the Premises including, without limitation, equipment, office supplies, furniture and fixtures (collectively, the "Assigned Property"). Assignee hereby assumes and accepts the foregoing assignment on the terms and conditions set forth herein and effective upon the Assignment Commencement Date, assumes and agrees to keep, observe and perform all of the terms, covenants, agreements, conditions and obligations of the Lease or sublet all or any on the part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person without first obtaining the prior written consent of the Landlord, such consent not Assignor to be unreasonably withheld. In no event shall kept, observed and performed which accrue on or after the Tenant be released or discharged from the full performance of this Lease and Assignment Commencement Date, including, without limitation, the payment of all rents rent (as modified by Section 5 below), additional costs, payments and monies charges which accrue after the Assignment Commencement Date (collectively, the "Assumed Obligations"), with the same force and effect as if the observance Assignee instead of all covenantsAssignor had originally signed the Lease, agreementsand agrees that it shall, terms from and conditions herein contained after the Assignment Commencement Date, be liable to Landlord and its respective successors and assigns, for any such consent granted by failure to keep, observe or perform the Landlord same. Assignee shall not be deemed or implied as consent liable to Landlord for any further or subsequent assignment or sublettingmatters accruing under the Lease prior to the Assignment Commencement Date. In Assignor shall not be liable to Landlord for any matters accruing under the event this Lease is assigned or all or a portion of after the Assignment Commencement Date. Assignee acknowledges that it currently occupies the Premises subletunder the Sublease and accepts same in its "as-is, where-is" condition with no obligation on the Tenant shall pay all reasonable out-of-pocket expenses incurred by the part of Assignor or Landlord in to make any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance improvements to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:same.

Assignment of Lease. The Tenant may not assign A. Assignor hereby assigns to Assignee all of Assignor's right, title and interest in and to the Lease or sublet all or any part and the term and estate thereby granted to Assignee as of the Premises date (the "Effective Date") which shall be the later to occur of (i) March 1, 1999 (or otherwise grant at the option of Assignee, such earlier date as Assignor has substantially vacated possession of the Premises) and (ii) the date that Assignor and Assignee shall receive fully executed counterpart originals of Landlord's unconditional consent to this Assignment in the form of Schedule B attached hereto with such immaterial modifications thereof as are reasonably satisfactory to Assignor and Assignee or such other form of consent as is reasonably satisfactory to Assignor and Assignee (the "Consent"). Assignee hereby assigns the Lease to Assignee as of the Effective Date and Assignee agrees to perform all of the terms, covenants, conditions and agreements contained in the Lease to be performed by Assignor thereunder on and after the Effective Date. B. On or within two (2) business days after the Effective Date, all payments of fixed rent or additional rent under the Lease shall be prorated and adjusted as of the date which is the later of March 15, 1999 or fifteen (15) days after the date on which Assignor and Assignee have received fully executed counterpart originals of the Consent. C. If the Consent is not received by the date which is thirty (30) days after Assignor has submitted to Landlord a request for Landlord's consent to this Assignment in accordance with the Lease, or if at any time Landlord indicates in writing that it is unwilling to issue the Consent, then Assignor or Assignee shall have the right to terminate this Agreement and any sums theretofore paid by Assignee to Assignor shall be immediately returned to Assignee whereupon such termination shall be effective. D. On the Effective Date, Assignor shall deliver vacant broom clean possession of the Premises or any portion thereof to any other person without first obtaining Assignee with the prior written consent of Furniture (hereinafter defined) in the LandlordPremises, such consent not to be unreasonably withheld. In no event shall with the Tenant be released or discharged from the full performance of this Lease Premises and the payment of all rents Furniture in their "as is" condition on the date hereof, subject to reasonable wear and monies tear after the date hereof and with no tenants or occupants in the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed or implied as consent to any further or subsequent assignment or subletting. In the event this Lease is assigned or all or a portion of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:Premises.

Assignment of Lease. The Tenant may not assign Landlord has, pursuant to the Lease or sublet all or any part applicable provisions of the Premises or otherwise grant possession Mortgage, collaterally assigned to Mortgagee, as additional security for the indebtedness secured by the Mortgage, all of Landlord’s right, title and interest in and to the Premises or any portion thereof Lease, including the right to any other person without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies other payments payable to Landlord pursuant to the Lease. Tenant hereby acknowledges that it has been given a copy of the foregoing assignment, and Tenant hereby consents thereto. If, pursuant to such assignment (or subsequent loan documentation entered into between Landlord and Mortgagee, with a similar purpose), Tenant receives (from time to time) a notice (a “Loan Default Notice”) from Mortgagee directing Tenant to pay to Mortgagee subsequent rental and other payments under the observance terms of all covenantsthe Lease which would otherwise be payable to Landlord, agreements, terms and conditions herein contained and then Tenant shall comply with any such consent granted by notice. Tenant shall continue to make payments in compliance with any such Loan Default Notice from Mortgagee until Xxxxxx receives written instructions to the contrary from Mortgagee. Landlord shall not be deemed or implied as hereby gives its consent to any further such payments by Tenant to Mortgagee that are in compliance with any such Loan Default Notice, and release Tenant from liability for any such payments. This consent by Landlord shall be deemed to be irrevocable until the entire debt secured by the Mortgage has been discharged, as evidenced either by the recordation of a satisfaction or subsequent assignment release executed by Mortgagee and delivered to Tenant, or subletting. In by the event this Lease is assigned or all or delivery of a portion written statement to that effect from Mortgagee to Tenant; upon receipt of the Premises subletforegoing, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder under this Agreement, other than those post-Foreclosure agreements set forth in Section 4 hereof, shall automatically terminate. It is understood that Tenant shall comply with the direction set forth in any such Loan Default Notice without any necessity to the extent applicable investigate Mortgagee’s reasons for sending such notice, or to it. Notwithstanding the foregoing provisions of this Section 10.01 confirm whether or anything else contained herein, so long as Tenant not Landlord is not then in fact in default under this the terms of the Mortgage. Tenant further acknowledges and agrees that under the provisions of the Mortgage, the Lease beyond cannot be terminated except as provided in the Lease (nor can Landlord accept any applicable curative period provided for surrender of the Lease) nor amended or modified in this any of its material terms, consent by Landlord be given to the waiver or release of Tenant from the performance or observance of any obligation under the Lease, Tenant shall have the rightin each such case, without the prior written consent of LandlordMortgagee except as otherwise provided in the Assignment, but otherwise and without such consent no rent may be collected or accepted by Landlord more than one month in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:advance.

Assignment of Lease. The Tenant may not assign Effective as of _________________________ (the “Assignment Commencement Date”), Assignor does hereby assign, transfer, and set over unto Assignee all of the right, title and interest of Assignor in, to and under the Lease or sublet as herein modified. Assignor, simultaneously herewith, assigns to Assignee, all or any of Assignor’s right, title, and interest in and to the leasehold improvements and all remaining tangible personal property (if any) located in the Remainder Premises (as hereinafter defined) including, without limitation, equipment, office supplies, furniture and fixtures (collectively, the “Assigned Property”). Assignee hereby assumes and accepts the foregoing assignments on the terms and conditions set forth herein and, effective upon the Assignment Commencement Date (as hereinafter defined), Assignee assumes and agrees to keep, observe and perform all of the terms, covenants, agreements, conditions and obligations of the Lease on the part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person without first obtaining the prior written consent of the Landlord, such consent not Assignor to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease kept, observed and performed, including, without limitation, the payment of all rents rent, additional costs, payments and monies charges which accrue after the date hereof (collectively, the “Assumed Obligations”), with the same force and effect as if the observance Assignee instead of all covenantsAssignor had originally signed the Lease, agreementsand agrees that it shall from and after the Assignment Commencement Date be liable to Landlord and its respective successors and assigns, terms for any failure to keep, observe or perform the same. Assignor and conditions herein contained Assignee, by their execution below, do hereby acknowledge their joint and any such consent granted several liability to Landlord under the Lease, and agree and acknowledge that their joint and several liability to Landlord thereunder is not waived, discharged, modified, released, amended or otherwise altered by the Landlord shall not be deemed or implied assignment described herein except as consent to any further or subsequent assignment or subletting. In the event this Lease is assigned or all or a portion of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to ithereinafter set forth. Notwithstanding the foregoing provisions assignment of this Section 10.01 the Lease to Assignee or anything else contained hereinto the contrary in the Assignment, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant Assignor shall have remain fully liable during the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all unexpired Term of the Tenant’s Lease for the obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:Tenant thereunder.

Assignment of Lease. The Tenant may Lessee shall not assign the assign, rent, or sublease any portions of this Lease or sublet all or any part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person extension thereof, without first obtaining the prior written consent of Lessor, and no rights hereunder in or to said Premises shall pass by operation of law or other judicial process, or through insolvency proceedings. Otherwise, the Landlordrights and obligations hereof shall extend to and be binding upon their respective successors, representatives, and assigns, as the case may be. Lessee shall furnish Lessor with copies of all such subassignment, sublease, or rental documents. For the purposes of this Lease, any change of ownership including sale, liquidation, or other disposition of some or all of the corporate stock or limited liability company units will be considered an assignment. Should the Lessor consent to an assignment made by the Lessee for the purposes of obtaining a loan or other consideration from a third party, then the Lessor’s consent shall be made in accordance with the consent to assignment document used by Lessor for these specific assignments. A copy of this consent form shall be provided by Lessor upon request of Xxxxxx. 7.10.1 If Xxxxxx refuses to consent to an assignment, Xxxxxx’s sole remedy shall be the right to bring a declaratory action to determine whether Xxxxxx was entitled to refuse such assignment under the terms of this Lease. 7.10.2 No consent by Lessor to any assignment or sublease shall be a waiver of the requirement to obtain such consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed or implied as consent with respect to any further other or subsequent later assignment or sublettingsublease. In the event this Lease is assigned Acceptance of Rent or all other performance by Xxxxxx following an assignment or a portion sublease, whether or not Lessor has knowledge of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or sublettingsublease, shall not constitute consent to the same nor a waiver of the requirement to obtain consent to the same. 7.10.3 A minimum handling and transfer fee (“Transfer Fee Deposit”) of Three Hundred Dollars ($300.00) shall be payable by Lessee to Lessor if Lessee requests the Lessor’s consent to a proposed assignment (including an assignment to a creditor for security purposes), sublease, or modification of this Lease. The Lessor reserves the Landlord’s legal costs in connection therewith and a non-refundable amount of right to increase the Transfer Fee Deposit up to Five Hundred Dollars ($500.00) if, in advance Lessor’s sole judgment, the transaction will necessitate the expenditure of substantial time and expense on the part of Lessor. Such Transfer Fee Deposit shall be submitted to the Landlord, representing a reasonable cost Lessor at the same time that Xxxxxx requests the Lessor’s consent to the Landlord proposed sublease, assignment, or modification. If the Lessor’s reasonable and customary attorneys’ fees exceed the Transfer Fee Deposit, then Xxxxxx agrees to reimburse the Lessor for reviewing such applicationadditional reasonable and customary attorneys’ fees. Any transferee shall enter into an agreement directly with the Landlord covenanting Xxxxxx’s failure to be bound by all remit this additional amount within sixty (60) days of the Tenant’s obligations hereunder to mailing of the extent applicable to it. Notwithstanding the foregoing provisions notice of this Section 10.01 or anything else contained herein, so long as Tenant is not then in such charges shall constitute a default under this Lease. Notwithstanding anything to the contrary herein, the Lessee shall not be obligated to reimburse the Lessor in any case where an assignment, sublease, or modification is not accomplished due to total refusal on the part of Lessor to grant its consent to the request. 7.10.4 If, pursuant to any assignment or sublease, Xxxxxx receives rent, either initially or over the term of the assignment or sublease, in excess of the Rent called for hereunder, or in the case of a sublease, a portion of the Premises in excess of such Rent fairly allocable to such portion, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account, Lessee shall pay to Lessor, as additional rent expenses hereunder, fifty percent (50%) of the excess of each such payment of Rent received by Lessee after its receipt. COMMERCIAL LEASE - 10 7.10.5 If this Lease beyond is assigned, or if the underlying beneficial interest of Lessee is transferred, or if the Premises or any applicable curative period provided for in part thereof is sublet to or occupied by anybody other than Lessee, Lessor may 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 shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant, or occupant as tenant, or a release of Lessee from the further performance by Xxxxxx of covenants on the part of Lessee herein contained. No assignment or subletting shall affect the continuing primary liability of Lessee (which, following assignment, shall be joint and several with the assignee), and Xxxxxx shall not be released from performing any of the terms, covenants, and conditions of this Lease. 7.10.6 Notwithstanding any assignment or sublease, Tenant or any indulgences, waivers, or extensions of time granted by Lessor to any assignee or sublessee or failure of Lessor to take action against any assignee or sublease, Lessee hereby agrees that Lessor may, at its option, and upon not less than three (3) days' notice to Lessee, proceed against Lessee without having taken action against or joined such assignee or sublessee, except that Lessee shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation benefit of any transferee indulgences, waivers, and extensions of time granted to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole any such assignee or part of the Premises to:sublessee.