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Demised Premises , whichever occurs sooner . Tenant shall continue the operation of Tenant ' s business in
<br /> the Demised Premises or any part thereof not so damaged during any such period to the extent reasonably
<br /> practicable from the standpoint of prudent business management, and, except for such abatement of Rent
<br /> and other charges as hereinabove set forth, nothing herein contained shall be construed to abate Tenant' s
<br /> obligations hereunder .
<br /> Notwithstanding any other provision of this Lease to the contrary, if the Building or the Demised
<br /> Premises are destroyed or damaged by the negligence or willful act of Tenant, its agents , contractors,
<br /> invitees , and employees, Landlord shall have no obligation to Tenant of any kind whatsoever with respect
<br /> to any duty to rebuild, restore or repair the Building or the Demised Premises , and Landlord may proceed
<br /> to restore such damage without prejudice to its rights to make a claim against Tenant for the full cost of
<br /> such restoration or repair to the Demised Premises or the Building . Landlord, at all times, reserves the
<br /> right to recover any damages suffered as a result of Tenant ' s negligent or intentional acts . Except for the
<br /> abatement of the Minimum Rent and other charges hereinabove set forth , Tenant shall not be entitled to ,
<br /> and hereby waives , all claims against Landlord for any compensation or damage for loss of use of the
<br /> whole or any part of the Demised Premises and/or Building, and for any inconvenience or annoyance
<br /> occasioned by any such casualty, damage, destruction, repair or restoration .
<br /> For purposes of this Lease, the terms (1) " Tenant Delay" means an event of delay due as the
<br /> result of the conduct or fault of the Tenant, its contractors , employees , or agents, including, without
<br /> limitation, Tenant ' s failure to furnish information or items in accordance with Exhibit F , Tenant ' s request
<br /> for materials, finishes or installations other than Landlord ' s building standard or Tenant ' s initial plans and
<br /> specifications of which Landlord gives Tenant written notice, or other acts or omissions constituting
<br /> negligence or willful misconduct by Tenant, its contractors, employees or agents ; and (ii) "Force
<br /> Majeure Delay" means a delay (other than with respect to a delay in the payment of money) due to an act
<br /> of God, public enemy, riot, strike, insurrection, war, adverse order of governmental authority, fire or other
<br /> casualty, extreme , unusual or adverse weather conditions , or any other similar material cause beyond
<br /> Landlord ' s or Tenant ' s , as the case may be , reasonable control .
<br /> 9 . Assignment - Sublease . Tenant may not assign, transfer, mortgage or encumber this Lease, and
<br /> may not sublet all of the Demised Premises without the written consent of Landlord first had and
<br /> obtained . Tenant may, however sublet the portions of the Demised Premises to multiple individuals
<br /> and/or entities . Any assignment or sublease to which Landlord may consent (one consent not being any
<br /> basis to contend that Landlord should consent to a further change) shall not relieve Tenant of all of its
<br /> obligations hereunder . For the purpose of this article 10 , the word "assignment" includes the following :
<br /> if Tenant is a partnership or limited liability company, the withdrawal or change , whether voluntary,
<br /> involuntary or by operation of law, of partners or members owning 30% or more of the partnership or the
<br /> limited liability company, or the dissolution thereof; or if Tenant consists of more than one person, an
<br /> assignment, whether voluntary, involuntary or by operation of law, by one person ; or, if Tenant is a
<br /> corporation, any dissolution or reorganization of Tenant, or the sale or other transfer of a controlling
<br /> percentage of capital stock of Tenant, or the sale of excess of 50 % in value of the assets of Tenant . The
<br /> phrase "controlling percentage" means the ownership of, and the right to vote , stock possessing at least
<br /> 50 % of the total combined voting power of all classes of Tenant ' s capital stock issued, outstanding and
<br /> entitled to vote for the election of directors , or such lesser percentage as is required to provide actual
<br /> control over the affairs of the corporation . Acceptance of Rent by Landlord after any non-permitted
<br /> assignment shall not constitute approval thereof by Landlord .
<br /> In no event shall this Lease be assignable by operation of law, and Tenant ' s rights hereunder may
<br /> not become, and shall not be listed by Tenant as an asset under any bankruptcy, insolvency or
<br /> reorganization proceedings . Tenant is not, may not become, and shall never represent itself to be an agent
<br /> of Landlord, and Tenant expressly recognizes that Landlord ' s title is paramount, and that it can do
<br /> OCAC Lease Page 7
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