09-22-08 Special Called Regular Meeting of the La Porte Development Corporation Board of Directors

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shall be deemed an assignment of this Lease by Tenant and therefore subject in all respects to the provisions of Section 15.1 above. The previous sentence shall not apply. however if at the time of the execution of this lease Tenant is a corporation or publicly traded partnership and the outstanding voting shares of capital stock of Tenant (or ownership interests in such partnership) are listed on a recognized security exchange or over- the-counter market. Section 15.3 Notwithstanding any assignment or subletting, Tenant shall at all times remain fully responsible and liable for the payment of all Rent herein specified and for compliance with all of its other obligations under this Lease (even if future assignments and sublettings occur subsequent to the ~ssignment or sublettings). Moreover, in the event that the rental due and payable by a sUb-lessee or assIgnee (or a combination of the rental payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the Rent payable under this Lease, then Tenant shall be bound and obligated to pay Landlord all such excess rental and other excess consideration within ten (1 O) days following receipt thereof by Tenant. Section 15.4 Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or in the Premises. Section 15.5 ShouldTenant requestof Landlord the right to assign, Landlord may charge an amount equal to one (1) month's Base Rent and Additional Rent as an administration fee, if such request is granted. Additionally, regardless of whether Landlord consents to a proposed assignment, Tenant shall reimburse Landlord for any direct costs incurred by Landlord in connection with a request by Tenant to assign, including legal fees and expenses. ARTICLE 16. ASSIGNMENT OF LANDLORD'S INTEREST Section 16.1 Landlord shall have the right to assign, or transfer in whole or in part, every feature of Landlord's right and obligation hereunder and in the Premises, subject to this Lease. Such assignments or transfers may be made to a corporation. state or national banking association, trust, trust company. limited partnership, partnership. individual or group of individuals, and however made, shall be in all things respected and recognized by Tenant. Tenant shall not, however, be charged with notice, actual or constructive, of or with Inquiry and respect to. any such assignment or transfer u ntit Tenant is furnished with a written notice of such transfer or assignment by Landlord. Section 16.2 In the event of the transfer and assignment by Landlord of its interest in this Lease and in the building containing the Premises, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such obligations. Any remaining security given by Tenantto secure performance of Tenant's obligations hereunder shall be assigned and transferred by Landlord to such successor in interest, and Landlord shall thereby be discharged of any further obligation relating thereto. ARTICLE 17. SUBORDINATION; ATTORNMENT Section 17.1 Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien covering the Premises as a whole. and to any renewals and extensions thereof (collectively. Mortgage). Tenant agrees that any such mortgagee shall have the right at any time to subordinate such Mortgage to this Lease; provided, however, notwithstanding that this Lease may be (or be made to be) superior to the Mortgage, the provisions of the Mortgage relative to the rights of the mortgagee with respect to proceeds arising from an eminent domain taking (including a voluntary conveyance by Landlord) and/or arising from insurance payable by reason of damage or destruction of the Premises shall be prior and superior to any contrary provisions contained in this instrument. landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any Mortgage, and Tenantagrees upon demand to execute such further instruments subordinating this Lease as Landlord may request; provided, however, that upon Tenant's written request and notice to Landlord, Landlord shall use good faith efforts to obtain from any such mortgagee a written agreement that the rights of Tenant shall remain in full force and effect during the term of this lease so long as Tenant shall continue to recognize and perform the covenants and conditions of this Lease. Upon request of any mortgagee of the Prem ises, Tenant shall agree to recognize and attorn to the purchaser at any foreclosure sale. Section 17.2 At any time when the holder of an outstanding Mortgage has given Tenant written notice of its interest in this Lease, Tenant may not exercise any remedies for default by Landlord hereunder unless and until the holder of the indebtedness secured by such Mortgage shall have received written notice of such default and a reasonable time for curing such default thereafter shall have elapsed. Section 18.1 Lease. ARTICLE 18. DEFAULT BY TENANT AND LANDLORD REMEDIES Each of the following events shall be deemed to be an Event of Default by Tenant under this 18.1.1 Tenant shall fail to pay any installment of Base Rent, Additional Rent, or any other obligation hereunder involving the payment of money and such failure shall continue for a period of ten (10) days after the date due. 18.1.2 Tenant shall fail to comply with any term, provision or covenant of this Lease other than as described in subsection 18.1.1 above, and shall not cure such failure within thirty (3D) days after written notice thereof to Tenant. Page .7. ~