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LANDLORD'S TERMS & CONDITIONS FOR ASSIGNMENT & SUBLETTING
<br />1. TENANT'S APPLICATION FOR ASSIGNMENT & SUBLEASE. In the event that Tenant (Lessee)
<br />desires at any time to assign this lease or to sublet the premises or any portion thereof,
<br />'tenant shall submit to Landlord (Lessor) at least sixty (60) days prior to the proposed
<br />;effective date of the assignment or sublease ("Proposed Effective Date"), in writing:
<br />(a) a notice of intention to assign or sublease, setting forth the Proposed Effective
<br />Date, which shall be no less than 60 or more than 90 days after the sending of such
<br />notice; (b) the name of the proposed subtenant or assignee; (c) the nature of the proposed
<br />subtenant's or assignee's business to be carried on in the premises; (d) the terms and
<br />conditions of the proposed sublease or assignment; and (e) such financial information as
<br />Landlord may request concerning the proposed subtenant or assignee.
<br />2 . Assignment and Subletting.
<br />1 Lassoes Consent Required. Lessee shall not voluntarily or by operation of law assign. transfer, mortgage, sublet. or otherwise transfer or
<br />encumber all or any part of Lessee's interest in the Lease or in the Premises, without Lessor's prior written consent, which Lessor shall not
<br />unreasonably withhold. Lessor shall respond to Lessee's request for consent }rereunder in a timely manner and any attempted assignment,
<br />transfer, mortgage, encumbrance or subletting without such consent shall be void, and shail constitutes breach of this Lease without the need for
<br />notice to Lessee.
<br />2 Lessee Affiliate. Notwithstanding the provisions of paragraph 1 . hereof, Lessee may assign or sublet the Premises. or any portion
<br />thereof, without Lessor's consent, to any corporation which controls, is controlled by or is under common control with Lessee, or to any
<br />corporation resulting from the merger or consolidation with Lessee, or to any person or entity which acquires all the assets of Lessee as a going
<br />concern of the business that is being conducted on the Premises. all of which are referred to as "Lessee Affiliate," provided that before such
<br />assignment shall beefiective said assignee shall assume,in full, the obligations of Lessee under this Lease. Any such assignment shall not, in any
<br />way, affect or limit the liabitity of Lessee under the terms of this Lease even if after such assignment or subletting the terms of this Lease are
<br />materfatly changed or altered without the consent of Lessee, the consent of whom shall not be necessary, .
<br />3 Terms and Conditions of Assignment. Regardless of Lessor's consent, no assignment shall release Lessee of Lessee's obligations
<br />hereunder or alter the primary liability of Lessee to pay the Base Rent and Lessee's Share of Operating Expenses, and to perform all other
<br />obligations to be performed by Lessee hereunder. Lessor may accept rent from any person other than Lessee pending approval or disapproval of
<br />such assignment. Neitheradelayintheapproval ordisapprovalofsuchassignment northeacceptanceofrent sh It constitute a waiverorestoppel
<br />o of Lessors right to exercise its remedies for the breach of any of the terms or conditions of this paragraph L or this Lease. Consent to one
<br />assignment shall not be deemed consent to any subsequent assignment. In the event of default by any assignee of Lessee or any successor of
<br />Lessee, in the performance of any of the terms hereof. Lessor may proceed directly against Lessee without the necessity of exhausting remedies
<br />againstsaid ass.ghee. Lessor may consent to subsequent assignments of this Lease or amendments or modifications to this Lease with assignees
<br />of Lessee, without notifying Lessee, or any successor of Lessee, and without obtaining its or their consent thereto and such action shall not relieve
<br />Lessee of liability under this Lease.
<br />4 Terms and Conditions Applicable to Subletting. Regardless of Lessor's consent, the following terms and conditions shall apply to any
<br />subletting by Lessee of all or any part of the Premises and shall be included in subleases:
<br />(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all rentals and income arising from any sublease heretofore
<br />or hereafter made by Lessee, and Lessor may collect such rent and Income and apply same toward Lessee's obligations under this Lease: provided.
<br />however, that until a detaultshall occur in the performance of Lessee's obligations undet this Cease. Lessee may receive. collect and enjoy the rents
<br />accruing under such sublease. Lessor shall not. by reason of this or any other assignment of such sublease to Lessor nor by reason of the collection
<br />of the rents from a sublessee, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to
<br />such sublessee under such sublease. Lessee hereby irrevocably authorizes and directs any Such sublessee, upon receipt of a written notice from
<br />Lessor stating that a default exists in the performanceofLessee's obligations under this Lease. to pay to Lessor the rents due and to become due
<br />' under the sublease, Lessee agrees that such sublessee shall have the rightto rely upon anysuch statement and requestfrom Lessor. and that such
<br />sublessee shall paysuch rentsto Lesscrwithout any obligation or right to inquire as to whether such default exists and notwithstanding any notice
<br />from or claim from Lessee to the contrary. Lessee shall have no right or claim against Such sublessee or Lessor for any such rents so paid by said
<br />sublessee to Lessor.
<br />(b) No sublease entered into by Lessee shall be effective unless and until it has been approved in writing by Lessor. In entcnng into any
<br />sublease. Lessee shall use only such form of sublease as is satisfactory to Lessor, and once approved by Lessor, such sublease shall not be
<br />changed or modified without Lessor's prior written consent, Any sublessee Shall, by reason of entering into a sublease under this Lease. be
<br />deemed, forthe benefit of Lessor, to have assumed and agreed to conform and comply with each and every obligation herein to be performed by
<br />Lessee other than such obligations as are contrary to or inconsistent with provisions contained in a sublease to which Lessor has expressly
<br />consented in writing.
<br />(0) If Lessee's obligations under this Lease have been guaranteed by third parties, Than a sublease, and Lessor's consent thereto, shall
<br />not be effective unless said guarantors give their written consent to such sublease and the terms thereof.
<br />Jill) The consent by Lessor to anysubletting shall not release Lessee from its obligations or alter the primary liabilityof Lessee to pay the
<br />rent and perform and comply with all of the obligations of Lessee to be performed under this Lease.
<br />(e) The consent by Lessorlo arty subletting shall not constitute a consent to any Subsequent subletting by Lessee orto any assignment
<br />or subletting by the sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or
<br />modificstionstheretowithout notifying Lessee or anyone else liable on the Lease orsublease and without obtaining their consent and such action
<br />shall not relieve such persons from liability.
<br />(f) In the event of any default underthis Lease. Lessor may proceed directly against Lessee, any guarantors or any one else responsible
<br />for the performance of this Lease, including the sublessee. without first exhausting Lessor's remedies against any other person or entity
<br />responsible therefor to Lessor, or any security held by Lessor or Lessee.
<br />(g) in the event Lessee shall default in the performance of its obligations under this Lease, Lessor, at its option and without any
<br />obligation to do so, may require any sublessee to adorn to Lessor, in which event Lessor shall undertake the obligations of Lessee under such
<br />sublease from trio time of the exercise of said option to the termination of such sublease; provided, however, Lessor shall not be liable for any
<br />prepaid rents or security deposit paid by such sublessee to Lessee or for any other prior defaults of Lessee under such Sublease.
<br />(h) Each and every consent required of Lessee under a sublease shall also require the consent of Lessor.
<br />(i} No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent.
<br />_ Q} Lessor's written consent to any subletting of the Premises by Lessee shall not constitute an acknowledgement that no default then
<br />_ exists under this Lease of the ohligaticris; to be performed by Lessee norshall such consent be deemed a waiver of any than existing default, except
<br />as may be otherwise Stated by Lessor at the time.
<br />(k) With respect to any subletting to which Lessor has consented, Lessor agrees to deliver a copy of any notice ofbelaultbyLessee tothe
<br />sublessee. Such SubleSSee Shall have the right to cure a default of Lessee within ten (to) days after service of said notice of default upon such
<br />subiessee,and the sublesseeshall have a right of reimbursement and offset from and against Lessee for any such defaults cured by the sublessee.
<br />EXHIBIT "C"
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