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1-30-19982:56PM FROM ALTA BUSINESS SVCS 650 3d9 5862 P.12 with Lessor's previous commitments ~o other lessees in the Building of which the Premises are a part:, and (B) the proposed assignee or Sub-sublessee is of a character and credit satisfactory to Sublessor, (C) Sublessee's. proposed assignee or Sub-sublessee shall deliver to Sublessor an agreement in form satisfactory to Sublessor, pursuant to which said party agrees to perform and be bound by all of the ~~rms, covenants and conditions of this sublease on Sublessee's part to be performed and Sublessee remains fully liable during the entire term of the sublease. Any assignment by operation or law, or by any process of proceeding of any court, or by attachment, execution, proceedings in insolvency, reorganization, arrangement, bankruptcy, either voluntary or involuntary or by receivorship proceedings, shall under any state or federal proceedings, constitute a breach of covenant against the assignment of Sublessee's rights hereunder, and Sublessor at any time during the continuance of such breach, in addition to any other rights Sublessor may have, may without notice terminate this sublease. Notice and consent to any assignment, mortgage, pledge, or subletting shall not operate as a waiver of the necessity for a notice and consent to any subsequent assignments, mortgage, pledge or subletting as hereinabove provided and the terms of this sublease shall be binding upon Sublessee and any person holding by, under or through Sublessee. Sublessor's consent to any assignment or subletting shall not relieve Sublessee or any assignee of any liability hereunder and in the event of default by assignee in the performance of any of their terms hereof; Sublessor may proceed directly against Sublessee without the necessity of exhausting remedies against any assignee. Sublessor may consent to subsequent assignments and subletting without notifying Sublessee or any prior assignee and without obtaining its or their consent thereto. In the event Sublessee is a corporation, a transfer of a number of shares of the issued and outstanding capital stock of Sublessee sufficient to constitute a majority or controlling interest in Sublessee shall constitute an assignment under this sublease requiring the prior written consent of Sublessor. 28. FRF.F.. FROM LIENS. Sublessee shall keep the Premises and the Building free from any liens arising out of the work performed, material furnished, or obligation incurred by Sublessee. 19. ABANDONMENT. Sublessee shall not vac::ate or abandon the Premises at any time during the term of this sublease; and if Sublessee shall abandon, vacate or surrender the Premises or be dispossessed by process of law, or otherwise, any personal property belonging to. Sublessee and left on the Premises shall be deemed to be abandoned, at the option of Sublessor. 01/09/98 Ol/lS/98R 01/22/98R 11 .,... -- ...--1---..- .--.-- T