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EXHIBIT I

SAMPLE ASSIGNMENT/SUBLETTING CLAUSE

PRO-TENANT

X.ASSIGNMENT OR SUBLEASE.  

X.1Tenant shall not assign or encumber any or all of its interest in this Lease or the Premises, or sublease all or any part of the Premises, or allow any other person or entity to occupy or use all or any part of the Premises, without first obtaining Landlord's consent, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord.  Landlord shall be deemed to have consented if Landlord does not respond to Tenant's request within fifteen (15) days after Tenant requests consent.  Landlord hereby agrees that, upon subleasing or assigning the Lease, Tenant shall be fully released from all of its obligations under this Lease.  

X.2Landlord's consent or refusal of consent shall be in writing and, if Landlord refuses consent, the reasons for refusal shall be stated with particularity.  Landlord's consent to an assignment shall be accompanied by a statement addressed to Tenant and the assignee or subtenant, upon which statement Tenant and the assignee or subtenant may conclusively rely, stating that Tenant is not in default under the Lease (or setting forth in what respects Tenant is in default), that this Lease has not been amended or modified (or setting forth such amendments or modifications), the expiration date of this Lease, and the date to which Rent has been paid.

X.3Tenant shall have the right, without Landlord's consent, but with notice to Landlord, to assign this Lease or sublet all or a portion of the Premises to any parent, subsidiary, affiliate or successor of Tenant, to any person, firm or corporation which shall be controlled by, under the control of, or under common control with Tenant, or to any entity into which Tenant may be merged or consolidated or which purchases all or substantially all of the assets of Tenant.  

X.4All rent or other consideration received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease shall be for Tenant’s benefit, as shall any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease.  

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