Common use of Consent Required Clause in Contracts

Consent Required. Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease any part or all of the Premises, without Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Except as provided in Sections 18.02, 18.03 and 18.04 herein, Tenant shall not voluntarily assign or encumber its interest in this Lease in whole or in the Premisespart, nor sublet all or sublease any part or all of the Premises, without the prior written consent of Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance It is agreed that Landlord will not be acting unreasonably in refusing to consent to an assignment or sublease without if, in Landlord's consent shall be voidable and’s reasonable business judgment, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the quality of the merchandising operation of the proposed transferee's reputation and creditworthinessassignee or subtenant is not equal to that of the Tenant, the character use of the Premises will change, such assignee or subtenant may adversely affect the business to be conducted by the proposed transferee at the Premises and the affect of such assignment other tenants or subletting on the tenant mix in the BuildingEntire Premises or Landlord’s ability to obtain percentage rent, the net worth of such assignee or subtenant is less than that of Tenant at time of execution of this Lease, or the proposed assignee or subtenant lacks sufficient working capital to operate the business. In addition, The consent by Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) shall not constitute a waiver of the Operating Costs, (ii) the burden on the Building servicesnecessity for such consent to any subsequent assignment or subletting. If this Lease is assigned by Tenant, or (iii) if the foot traffic, elevator usage Premises or security concerns in the Building, any part thereof are sublet or creates an increased probability of the comfort and/or safety of the Landlord and occupied by any person or entity other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusivelythan Tenant, Landlord may deny collect Rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved, not no such assignment, subletting, occupancy or collection shall be deemed a waiver on the part of Landlord, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Irrespective of any assignment or sublease, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. If Tenant assigns this Lease or sublets the Premises, any rent paid to Tenant in addition to the Rent payable to Landlord as set forth in this Lease shall be paid be paid by Tenant to Landlord as additional rent. If Tenant is a corporation, an unincorporated association or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of forty-nine percent (49%) shall be deemed an assignment within the meaning and provisions of this Section 18.01. Tenant shall pay Landlord a non-refundable processing fee of $50.00 (increased each year by the Index) for each requested assignment or sublease to cover Landlord’s costs. This fee shall accompany any request for assignment or sublease. In addition, Tenant shall pay all costs incurred by Landlord in connection with reviewing a request to consent to an assignment or subletting where the space will be used for a school or training facilitysublease, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for including all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force Landlord’s attorneys’ and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredaccountants’ fees.

Consent Required. Tenant shall not voluntarily assign not, without the prior written consent of Landlord, make any alterations, improvements or encumber its interest additions (sometimes referred to in this Lease or in Lease, collectively, as “Alterations”) to the Premises, or sublease any part or all of the Premises, without Landlord's prior consent, which consent shall not be unreasonably unreasonably, withheld, conditioned or delayed. Any assignmentAlterations to be made to the Initial Premises prior to the commencement of the Term or made initially to SSB Expansion Space and Early Expansion Space (as those terms are defined under Section 42.01) are referred to in this Lease as the “Initial Alterations”. If Landlord consents to said alterations, encumbrance improvements or sublease additions, it may impose such conditions with respect thereto as Landlord deems reasonable, including, without limitation, requiring Tenant to provide reasonable assurance that all costs incurred with respect to such work shall be fully and timely paid, insurance against liabilities which may arise out of such work, and plans and specifications plus permits necessary for such work, requiring Tenant to perform such work at times reasonably designated by Landlord's ; provided, however, such conditions shall not require Tenant to construct Initial Alterations during particular hours (although reasonable rules and regulations relating to regulating noise, odor and vibration resulting from such construction may be imposed). Notwithstanding the foregoing, Landlord’s consent shall not be voidable andnecessary with respect to Alterations that do not affect the Building systems or structure or the roof skin and (a) are cosmetic in nature (such as paint, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment carpet and attached furniture) or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix (b) which in the Buildingaggregate (together with any reasonably related set of Alterations) cost less than $50,000.00 plus the costs of painting and carpeting related to the particular Alterations. In addition, Landlord Tenant shall have the right to approve the specific form of any assignment hire its own contractors, subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or sublease agreement. In no event delayed; provided, that it is agreed that it shall not be unreasonable for Landlord be obligated to withhold consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants work in the Building being unreasonably compromised by any contractor with whom Landlord has had quality or reduced (for example, but not exclusively, Landlord may deny cooperation issues in the past. It is further understood that Landlord’s consent to an assignment the hiring by Tenant of Tenant’s own contractors may be withheld if Landlord’s permitting such hiring might reasonably be expected to adversely affect other construction in the Building or subletting where might reasonably be expected to result in a material interruption of services provided to tenants of the space will Building. Any contractor hired by Tenant shall be used for a school or training facility, an entertainment, sports or recreation facility, retail sales appropriately insured as reasonably determined by Landlord. Tenant shall promptly pay to the public contractor, when due, the cost of all such work and of all decorating required by reason thereof. In connection with seeking Landlord’s approval, plans and specifications regarding proposed Alterations shall be in such form and with such content as Landlord shall reasonably require and Tenant shall, in addition to all other expenses which Tenant is obligated to pay to Landlord hereunder, reimburse Landlord for all sums reasonably expended for unaffiliated third party consultants’ examination and approval of the architectural and working plans and specifications for the Alterations and, except in connection with the Initial Alterations to the Premises, shall pay Landlord for use of elevators and hoists during the making of the Alterations; provided, however, that Landlord shall have the exclusive right to determine the scheduling of (unless Tenant's permitted and shall cooperate reasonably with Tenant to coordinate) the use is retail sales)of such elevators and hoists which shall not be unreasonably withheld, a personnel conditioned or employment agency, a medical office, or an embassy or consulate or similar officedelayed. Landlord shall not be obligated review and approve (or provide comments on) Tenant’s plans and specifications no later than ten (10) business days after submission. If Landlord fails to approve an assignment approve, object to or subletting provide comments on Tenant’s submission of a set of plans and specifications within such ten (10) business day period, then Tenant may deliver a notice to Landlord stating that if Landlord fails to approve, object to or provide comments on such plans within two (x2) a current tenant business days following the delivery of the Building such notice, and in such event, if Landlord fails to so approve, object to or provide comments on such plans within such two (y2) a prospective tenant of the Building with whom business day period, Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver to have approved the submitted set of plans and specifications. If any of the provisions plans and specifications are disapproved by Landlord, Landlord shall provide Tenant with reasonably detailed reasons for such disapproval and the foregoing process shall be repeated until all of this Section the plans and specifications shall have been approved or release deemed approved by Landlord, except that Landlord’s approval of any revisions to the plans and specifications submitted in response to Landlord’s comments or objections shall be deemed given unless Landlord submits written comments or objections to Tenant within five (5) business days after receipt thereof, subject to the delivery of a second notice and Landlord’s failure to approve, object to or provide comments within two (2) business days following Landlord’s receipt thereof. Except for the reimbursement for third party consultants at commercially reasonable rates, Tenant will not be charged any Landlord supervisory, management or review fees in connection with any Alterations. Landlord’s architect and base building contractor will reasonably cooperate with Tenant to ensure timely completion of Alterations. Upon completion of such work Tenant shall deliver to Landlord, if payment is made directly to contractors, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials, all in form satisfactory to Landlord. Tenant shall defend and hold Landlord, any mortgagee, the DOT (defined in Article 33U), the Property and the Building harmless from all costs, damages, liens and expenses related to such work. All work done by Tenant or its obligation contractors pursuant to ARTICLES 9 or 10 shall be done in a good and workmanlike manner using only good grades of materials and shall comply with the terms all insurance requirements and provisions all applicable laws and ordinances and rules and regulations of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment governmental departments or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredagencies.

Consent Required. Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease any part or all of the Premises, without Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted conduced by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building unless no comparable space is available in the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. (a) Neither Tenant shall not nor any sublessee (at any tier) or assignee of Tenant shall, directly or indirectly, voluntarily assign or encumber its interest in this Lease by operation of law, sell, assign, encumber, pledge or in otherwise transfer or hypothecate all or any part of the PremisesPremises or Tenant’s leasehold estate hereunder (each such act is herein referred to as an “Assignment”), or sublease sublet the Premises or any part portion thereof or all of permit the PremisesPremises to be occupied by anyone other than Tenant (each such act is herein referred to as a “Sublease”), without Landlord's ’s prior consentwritten consent in each instance, which consent shall not be unreasonably withheld. Any assignment; provided, encumbrance however, that no Event of Default has occurred and is then continuing, nor has any event occurred which with the giving of notice or sublease without Landlord's consent shall be voidable andthe passage of time, at Landlord's electionor both, shall would constitute a default by Tenant under this Leasehereunder. In determining whether to approve a proposed assignment Any Assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix Sublease that is not in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building compliance with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease 18 shall be made without Landlord's prior consentvoid. Neither an assignment or subletting nor the collection The acceptance of Rent by Landlord from a proposed assignee, sublessee or occupant of the Premises shall not constitute consent to any person Assignment or Sublease by Landlord. In the event Landlord approves any Assignment or Sublease, fifty percent (50%) of the excess, after amortization of the reasonable cost of (i) leasing commissions, (ii) attorneys’ fees and (iii) tenant improvement costs actually incurred by Tenant in connection with such Sublease or Assignment, of the total amount of rent and other than Tenant, nor the application of consideration paid under or in consideration for any such Sublease or Assignment over the Rent as provided in this Section payable hereunder, shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation payable to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredas Additional Charges.

Consent Required. Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease any part or all of the Premises, without Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar officeounce. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building unless no comparable space is available in the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. (a) Tenant shall may not voluntarily assign or encumber its in any manner transfer or grant or suffer any encumbrance of Tenant's interest in in, this Lease in whole or in part, nor sublet all or any portion of the Leased Premises, or sublease grant a license concession or other right of occupancy of any part or all portion of the Leased Premises, without Landlord's the prior consentwritten consent of Landlord in each instance, which The consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether Landlord to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such any assignment or subletting on shall not constitute a waiver of the tenant mix in the Building. In addition, Landlord shall have the right necessity for such consent to approve the specific form of any subsequent assignment or sublease agreementsubletting. In no event shall It is understood that Landlord be obligated may refuse to grant consent to any assignment or subletting by Tenant with or without cause and without stating in its refusal to grant such consent the reasons for which increases (i) the Operating Costsit refuses to grant such consent arbitrarily and may not, (ii) the burden on the Building servicesunder any circumstances, be required or compelled to grant such consent. If this Lease be assigned, or (iii) if the foot traffic, elevator usage Leased Premises or security concerns in the Building, any part thereof be underlet or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to occupied by any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person party other than Tenant, nor Landlord may collect rent from the application of any assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such Rent as provided in this Section assignment, underletting, occupancy or collection shall be deemed a waiver of any this covenant, or the acceptance of the provisions assignee, subtenant or occupant as Tenant, or a release of this Section or release Tenant from its obligation the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against assignment or subletting shall be construed to comply with the terms and provisions include prohibition against any assignment or subleasing by operation of this Lease and law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this Lease and primarily liable for all shall not be released from performing any of Tenant's obligations under the terms, covenants and conditions of this Lease, including Provided, however, that in the obligation event Tenant desires to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under assign this Lease to a third party which is not owned or controlled by Tenant or sublet substantially the entire Leased Premises to such a third party, then Landlord shall remain in full force and effect following any have the option of terminating this Lease on written notice to Tenant given within twenty (20) days after receipt of the request for Landlord's approval to such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Neither Tenant nor any sublessee or assignee of Tenant, directly or indirectly, voluntarily or by operation of law, shall not voluntarily assign sell, assign, encumber, mortgage, pledge or encumber its interest in this Lease otherwise transfer or in hypothecate all or any part of the PremisesPremises or Tenant's leasehold estate hereunder (each such act is referred to as an "Assignment" ), or sublease sublet the Premises or any part portion thereof or all of permit the PremisesPremises to be occupied by anyone other than Tenant (each such act is referred to as a "Sublease"), without Landlord's prior consentwritten consent in each instance, which consent shall will not be unreasonably withheld, conditioned or delayed; provided, however, that Landlord may withhold consent to an encumbrance, mortgage or pledge of Tenant's leasehold estate hereunder in its sole discretion. Any assignment, encumbrance Assignment or sublease without Landlord's consent Sublease that is not in compliance with this Section 16 shall be voidable andvoid. At the option of Landlord, at Landlord's election, any Assignment that is not in compliance with this Section 16 shall constitute a material default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection The acceptance of Rent by Landlord from a proposed assignee, sublessee or occupant of the Premises shall not constitute consent to such Assignment or Sublease by Landlord. Fifty percent (50%) of the Excess Assignment Consideration which is attributable to this Lease in connection with any person other than TenantAssignment, nor and fifty percent (50%) of the application of any such Rent as provided in this Section Excess Sublease Rent, shall be deemed a waiver of any of payable to Landlord as Additional Rent, except that the provisions terms of this sentence shall not apply to any assignment or sublease that is permitted by Section or release Tenant 16.5 below without Landlord's consent. The right to such amounts is expressly reserved from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all grant of Tenant's obligations under this Lease, including leasehold estate for the obligation to pay Rent under this Lease. Any personal guarantee(s) benefit of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredLandlord.

Consent Required. Tenant shall deliver to Landlord promptly ---------------- following execution an executed copy of any assignment, sublease, or agreement relating to the Premises, regardless of whether or not such assignment, sublease, or agreement is permitted by this Lease or requires Landlord's consent. Tenant shall not voluntarily assign assign, sublease or encumber its interest in otherwise transfer by operation of law or otherwise this Lease or any interest herein without the prior written consent of Landlord. If Tenant desires at any time to assign or otherwise transfer this Lease or sublease all or a portion of the Premises, it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord: (i) the name of the proposed assignee or sublessee, (ii) the nature of the proposed assignee's or sublessee's business to be carried on in the Premises, (iii) a copy of the proposed assignment or sublease and any part other agreements to be entered into concurrently with such assignment or all sublease, and (iv) such financial information as Landlord may reasonably request concerning the proposed assignee or sublessee. Landlord may condition its consent to any assignment or sublease on the execution by such assignee or sublessee of a written assumption by such assignee or sublessee of the Premises, without Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by obligations of Tenant under this Lease. In determining whether A transfer of control of Tenant shall be deemed an assignment of this Lease and shall be subject to approve all of the provisions of this Section. Tenant shall pay to Landlord a reasonable fee and Landlord's expenses in reviewing such proposed assignment or sublease, . Landlord shall place primary emphasis respond to Tenant's request to assign or sublease this Lease in a timely manner. This Lease may not be assigned or sublet without complying with the provisions of this Section in reliance on any law relating to bankruptcy or debtor's rights generally unless adequate assurance of future performance is provided Landlord including adequate assurance of the source of rent and other expenses due under this Lease for the entire term of this Lease and unless the assignee or sublessee and the proposed transferee's reputation and creditworthiness, the character use of the business to be conducted Premises by the proposed transferee at assignee or sublessee are consistent with the Premises and the affect type of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where and the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant by such tenants of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredtheir Premises.

Consent Required. (a) Except with respect to a “Permitted Affiliate Transfer” (as hereinafter defined), Tenant shall not not, voluntarily assign or involuntarily, by operation of law or otherwise: (i) assign, mortgage, pledge, encumber its interest or in any manner transfer this Lease in whole or in part, or (ii) sublet all or any part of the Demised Premises, or sublease allow any other person to occupy all or any part or all of the Premisesthereof, without Landlord's the prior consentwritten consent of Landlord in each instance, the granting of which consent shall not be unreasonably withheld. Any assignment, encumbrance delayed or sublease conditioned, and any attempt to do any of such acts without Landlord's such consent shall be voidable andnull and void and of no effect. Along with Tenant’s request, at Tenant shall pay Landlord Five Hundred and No/100 Dollars ($500.00) to cover Landlord's election’s expenses in reviewing said request. Provided written notice is given Landlord, shall constitute a default by Tenant under this Lease. In determining whether to approve transfer of control of Tenant, including, without being limited to, a proposed assignment transfer of stock or subleasepartnership interest or the merger, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthinessconsolidation, the character sale of all or substantially all of the business to other assets of Tenant or other corporate or other reorganization of Tenant (whether or not Tenant shall be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail salessurviving entity), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve deemed an assignment or subletting under this Lease and shall not be subject to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term provisions of this LeaseArticle, including the requirement of obtaining Landlord’s prior consent. No The consent by Landlord to any assignment, encumbrance mortgage, pledge, encumbrance, transfer or sublease subletting shall not constitute a waiver of the provisions of this Section and no other or necessity for such consent to any subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenantmortgage, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Leasepledge, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment encumbrance, transfer or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premisesany interest under this Lease, sublet, license, grant any concession, or sublease otherwise give permission to any other person to use or occupy all or any part of the Premises (each a “Transfer”) without the prior written consent of Landlord. Landlord shall not unreasonably withhold its consent to a direct sublease or an assignment of all of Tenant’s rights under this Lease provided that Tenant is not in default beyond applicable cure periods at the Premises, without Landlord's prior time Tenant requests such consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent No subtenant shall be voidable andpermitted to further sublease or assign its sublease and Landlord may give or deny consent to any such transaction in its sole discretion. In agreeing to act reasonably, at Landlord may act in a manner consistent with other institutional owners of class A office properties and may consider the financial terms of the Transfer and the impact of the Transfer on Landlord's election’s own leasing efforts and the value of the Property. Without limiting the generality of the foregoing and without limitation on any other factors that Landlord may consider, shall constitute Landlord may consider whether (a) the proposed transferee’s tangible net worth and credit standing, calculated in accordance with generally accepted accounting principles consistently applied, is comparable to the tangible net worth and credit standing of tenants then being considered by Landlord as direct tenants for comparable amounts of space or is otherwise reasonably satisfactory to Landlord, (b) the number of years of business experience or the business reputation of the proposed transferee is comparable to that of tenants then being considered by Landlord as direct tenants, (c) a default by Tenant beyond applicable cure periods is outstanding under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on (d) the proposed transferee's reputation and creditworthinesstransferee or an affiliate thereof is or has been, within the six month period prior to the date Tenant requests Landlord’s consent, in discussions with Landlord regarding a direct lease, or (e) the proposed transferee is a governmental agency or proposes to change the use of the Premises to a use that is inconsistent with the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment Building as a class A office project and/or is not consistent with Landlord’s existing or subletting on the desired tenant mix in for the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Except as otherwise expressly provided herein, Tenant shall not voluntarily assign sell, assign, encumber, pledge or encumber otherwise transfer or hypothecate all or any part of its interest in this Lease or in rights with respect to the PremisesPremises or its leasehold estate (collectively, “Assignment”), or sublease permit all or any part or all portion of the PremisesPremises to be occupied by anyone other than itself or sublet all or any portion of the Premises (collectively, “Sublease”) in either case without Landlord's ’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any assignmentLandlord agrees that the offer and sale by Tenant (or any stockholder or member of Tenant) of any stock or other membership interests pursuant to an effective registration statement filed pursuant to the Securities Act of 1933 or pursuant to and in accordance with the securities laws of the United States or any foreign country governing publicly-traded companies shall not constitute an assignment of this Lease, encumbrance and shall not require the consent or sublease without approval of Landlord's consent . In the event that the ownership interests of Tenant cease to be publicly-traded, the transfer of fifty percent (50%) or more of such ownership interests in Tenant to other than an Affiliate or Successor Entity after such time as the ownership interests of Tenant cease to be publicly-traded shall be voidable and, at Landlord's election, deemed an Assignment. No Assignment shall constitute a default by relieve Tenant of Tenant’s primary liability under this Lease. In determining whether A consent to approve a proposed assignment one Assignment or sublease, Landlord Sublease shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to not constitute consent to any assignment further Assignment or Sublease. If Landlord consents to any Assignment or Sublease, Tenant shall reimburse Landlord for the reasonable out-of-pocket attorneys’ fees and expenses incurred by Landlord in consenting to such Assignment or Sublease. Tenant shall furnish Landlord with a copy of the Assignment or Sublease. In the case of any Assignment or Sublease as to which Landlord may consent (and expressly excluding any Assignment or Sublease permitted under Subsection 4.10.2 hereof) Tenant agrees that fifty percent (50%) of the “Assignment/Sublease Profits” (hereinafter defined) actually received by Tenant, if any, shall be paid to Landlord. The “Assignment/Sublease Profits” shall be the excess, if any, of (a) the “Assignment/Sublease Net Revenues” as hereinafter defined over (b) the Base Rent and Additional Rent and other charges provided in this Lease (provided, however, that for the purpose of calculating the Assignment/Sublease Profits in the case of a Sublease, appropriate pro-rations in the applicable Base Rent, Additional Rent and other charges under this Lease shall be made based on the percentage of the Premises subleased and on the terms of the Sublease). The “Assignment/Sublease Net Revenues” shall be the fixed rent, additional rent and all other charges and sums actually received by Tenant either initially or over the term of the Sublease or Assignment, exclusive of amounts paid to Tenant for the purchase or lease of property or equipment of Tenant and after deducting all reasonable and actual out-of-pocket expenses incurred by Tenant in procuring such Assignment or Sublease, including broker fees and legal fees (if any) paid by Tenant, any improvements which Tenant makes to the applicable portion of the Premises at Tenant’s expense in connection with such Assignment or Sublease, any buy-out of the Assignee’s or Sublessee’s existing lease paid for by Tenant as a part of such transaction, the amount of any reasonable improvement allowance or moving expenses paid by Tenant to the proposed assignee or subtenant, costs of advertising the space for sublease or assignment, and any other costs reasonably paid in assigning this Lease or subletting which increases (i) the Operating Costs, (ii) transferred space or in negotiating or effectuating the burden on the Building services, Assignment or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar officeSublease. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent entitled to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations sums due under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain Subsection 4.10.1 until Tenant has fully recovered or been credited its costs in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredconnection therewith.

Consent Required. Tenant shall not voluntarily assign not, without the prior consent of Landlord in each case, (i) make or encumber its allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant’s interest in this Lease Lease, (ii) grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant’s interest in this Lease, (iii) sublet any part of the Premises, or sublease (iv) permit anyone other than Tenant and its employees to occupy any part or all of the Premises, without Landlord's prior consent, which . Landlord may withhold its consent shall not be unreasonably withheld. Any assignment, encumbrance to the assignment or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a if Tenant is in default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on if the proposed transferee's reputation assignee or sublessee is a tenant in the Project, or if the financial responsibility, nature of business, and creditworthiness, the character of the business proposed assignee or subtenant are not all reasonably satisfactory to be conducted by the proposed transferee at the Premises and the affect of Landlord. Landlord will not otherwise unreasonably withhold its consent on any other basis to such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where subletting. Notwithstanding the space will be used for a school foregoing and if no default on the part of Tenant has occurred and is continuing, Tenant may assign this Lease to an entity into which Tenant is merged or training facilityconsolidated or to an entity to which substantially all of Tenant’s assets are transferred without first obtaining Landlord’s written consent, an entertainment, sports or recreation facility, retail sales if Tenant (a) notifies Landlord at least ten (10) business days prior to the public proposed transaction, and (unless Tenant's permitted use is retail sales)b) provides information satisfactory to Landlord in order to determine the net worth of both the successor entity and of Tenant immediately prior to such assignment, a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant and showing the net worth of the Building or (y) a prospective tenant successor to be at least equal to the net worth of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this LeaseTenant. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent granted by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver relieve Tenant of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation nor shall it be deemed to be a consent to any subsequent assignment or transfer, lien or encumbrance, sublease or occupancy. Tenant shall pay Rent under this Lease. Any personal guarantee(s) all of Tenant's obligations under this Lease shall remain Landlord’s reasonable attorneys’ fees and other expenses incurred in full force and effect following connection with any such consent requested by Tenant or in reviewing any proposed assignment or subletting. Landlord may condition approval of an Any assignment or subletting hereunder on an increase in the amount transfer, grant of the Security Deposit lien or on receipt of personal guarantees of the assignee's encumbrance, or sublessee's obligations under this Lease. If Landlord approves of an assignment sublease or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options occupancy without Landlord’s prior written consent shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredvoid.

Consent Required. Tenant shall not voluntarily assign assign, transfer, mortgage, or otherwise encumber its interest in this Lease or in sublet (or otherwise permit the Premises, occupancy or sublease use of) the Premises or any part or all thereof (collectively such events are referred to as "Transfers") without obtaining the prior written consent of the Premises, without Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section 21. Similarly, no assignment or transfer of this Lease or the right of occupancy under this Lease shall be deemed effectuated by operation of law or otherwise without the prior written consent of Landlord as provided. The consent by Landlord to any Transfer, or Landlord's collection or acceptance of Rent from any such assignee, subtenant or other occupant (collectively "Transferee") shall not constitute a waiver or reliance of Tenant of any covenant or obligation contained in this Lease or approval of any Transfer that has not been approved by Landlord in writing. Consent by Landlord in one or more instances to any Transfer shall not be construed to relieve Tenant from the requirement of obtaining Landlord's consent to any future Transfer. If Tenant is in default under this Lease beyond applicable cure periods, Landlord shall be satisfied to all rent due Tenant from subtenants or other occupants of the provisions Premises, and Tenant hereby authorizes each such party to pay said Rent directly to Landlord. In the event of any Transfer permitted under the terms of this Section or release 21(a), (i) Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant any subsequent assignee who in turn enters into a Transfer, shall each remain fully and primarily liable for all of Tenant's the obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations Tenant under this Lease shall remain (regardless of any subsequent amendment or modification of this Lease and regardless of any further Transfers, all of which are deemed to be consented to by Tenant and subsequent Transferees); (ii) each assignee must agree in full force writing to assume the obligations of Tenant under this Lease and effect following any a copy of such assignment written assumption must be delivered to Landlord within ten (10) days after the effective date of the Lease Assignment; and (iii) each Sub-Tenant or subletting. Transferee must agree in writing (delivered to Landlord within ten (10) days after the Sub-Lease or other Occupancy Agreement is executed) that Landlord may condition approval collect Rent under the Sublease or Occupancy Agreement directly from the Sub-Tenant or Occupant if there is a Default (as defined in Section 18(a) of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations this Lease) under this Lease. If Lease and agree to attorn to Landlord approves of an assignment or subletting hereunder and should this Lease contains any renewal options, expansion options, rights be terminated (with Landlord likewise agreeing to recognize the Sub-Lease or other Occupancy Agreement and not disturb the possession of first refusal, rights of first negotiation such Sub-Tenant or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredTransferee if this Lease is terminated).

Consent Required. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not voluntarily assign or encumber its interest in this Lease or any interest herein or any right or privilege appurtenant hereto, or hypothecate, encumber, or otherwise grant any security interest in or to the Lease, the Premises, or sublease any alterations, betterments, or improvements therein, or sublet, license, grant any concessions, or otherwise give permission to anyone other than Tenant to use or occupy all or any part or all of the PremisesPremises (hereinafter sometimes referred to as a “Transfer”), without the prior written consent of Landlord's prior consent, which consent Landlord shall not be unreasonably withheldwithhold. Any assignmentWithout limiting the generality of the foregoing, encumbrance or sublease without Landlord's consent it shall be voidable and, at deemed reasonable for Landlord to withhold such consent if (i) the proposed Transferee does not have a favorable credit standing and tangible net worth reasonably acceptable to Landlord's election, shall constitute a ; and (ii) Tenant is not then in uncured default by Tenant under this Lease. In determining whether to approve a proposed assignment Any actual or sublease, Landlord shall place primary emphasis on attempted Transfer without the proposed transferee's reputation and creditworthiness, the character Landlord’s prior written consent or otherwise in violation of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term terms of this Lease. No consent to Lease shall, at Landlord’s election, be void and shall confer no rights upon any assignmentthird person, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made a non-curable default under this Lease which shall entitle Landlord to terminate this Lease upon ten (10) days’ written notice to Tenant at any time after such actual or attempted Transfer without regard to Landlord's ’s prior consentknowledge thereof. Neither an assignment or subletting nor the collection The acceptance of Rent rent by Landlord from any person other than or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease or a consent to any Transfer. A consent by Landlord to one or more Transfers shall not be deemed to be a consent to any subsequent Transfer. In addition, any option to extend or renew the Term hereof, to terminate this Lease early, or to expand or contract the size of the Premises shall be personal to Tenant, nor and shall not be Transferred without the application prior written consent of any such Rent as provided Landlord in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply accordance with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredArticle.

Consent Required. The Tenant shall covenants not voluntarily assign to assign, mortgage or encumber its interest in this Lease nor sublet the Leased Premises in whole or in part or permit the Premises, occupation of all or sublease any part or all thereof by others without the prior written consent of the Premises, without Landlord's prior consent, which consent shall not be unreasonably withheldwithheld or delayed. Any The consent of the Landlord to any assignment, mortgage, encumbrance or sublease without Landlord's subletting shall not constitute a waiver of necessity for such consent to any subsequent assignment, mortgage, encumbrance or subletting. Subject to Section 15.07, this prohibition against assigning or subletting shall be voidable and, at Landlord's election, shall constitute construed to include a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to prohibition against any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, by operation of law. If this Lease is assigned or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability any part of the comfort and/or safety Leased Premises is occupied by anybody other than the Tenant, the Landlord may collect rent from the assignee, subtenant or occupant and apply the net rent collected to the Rent and other amounts payable hereunder. No such assignment, subletting, occupancy or collection or the acceptance of the Landlord and other tenants in the Building being unreasonably compromised assignee, subtenant or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent occupant as provided in this Section Tenant shall be deemed a waiver of this covenant. Notwithstanding any of assignment, mortgage, encumbrance or sublease, the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under on this Lease and shall remain not be released from performing any of its terms, covenants and conditions. The preparation and cost of preparing an assignment of this Lease or a sublease of the Leased Premises shall be borne by the Tenant and the Tenant shall pay all reasonable costs, both legal and administrative, incurred by the Landlord in full force reviewing and effect following any consenting to such assignment or subletting. Any assignee, sublessee, trustee, mortgagee or occupant shall execute an indenture, prepared by the Landlord, and covenant directly with the Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount agreeing to be bound by all of the Security Deposit or on receipt terms of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal optionsas if such assignee, expansion optionssublessee, rights of first refusaltrustee, rights of first negotiation mortgagee or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredoccupant had originally executed this Lease as Tenant.

Consent Required. Tenant This lease and the leasehold interest hereby demised is not assignable, subleasable in whole or in part by Lessee or any person taking by, through or under it whether by way of mortgage or otherwise, and Lessee shall not voluntarily assign or encumber its interest in this Lease or in the Premisessublet, or sublease allow assignment or subletting of all or any part or all of the Premisesdemised premises, or amendment thereof, without Landlord's the prior consentwritten consent of Lessor of the assignee, sublessee, or mortgagee, and approval by Lessor of the form, terms, covenants, provisions and amendments of any such assignment, sublease or mortgage, which consent and approval shall not be unreasonably withheld. Any assignmentWithout limitation to other rights Lessor may have, encumbrance or sublease without LandlordLessor may require, in Lessor's consent shall be voidable andsole discretion, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated prior to consent to any assignment and approval thereof, such modifications or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent additions to any assignment, encumbrance sublease, mortgage or sublease amendment thereof to ensure that such assignment, sublease, mortgage or amendment will be subject and subordinate to this lease and consistent with the terms covenants, provisions and intent hereof, including without limitation the requirement that consent and approval by Lessor to any act or agreement by an assignee, sublessee, mortgagee or occupant shall be required to the same manner and extent as is required under the terms of this lease with respect to Lessee. The consent by Lessor to any assignment, subletting, or amendment thereof shall not constitute a waiver of the provisions of this Section and no other or necessity for such consent to any subsequent assignment, encumbrance subletting or sublease amendment and may be contingent upon payment to Lessor of a reasonable charge for the processing thereof. This prohibition against assigning or subletting shall be made without Landlord's prior consent. Neither an construed to include a prohibition against any assignment or subletting nor by operation of law. If this lease be assigned, or if the collection of Rent by Landlord from demised premises or any person part thereof shall be subleased or rented to anyone other than TenantLessee, Lessor may collect rent from the assignee, sublessee or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy nor the application of any such Rent as provided in this Section collection shall be deemed a waiver of this covenant, or the acceptance by Lessor of any assignee, sublessee or occupant as lessee during the lease term or any extension thereof, or a release of Lessee, or any mesne assignors or sublessors, from the provisions of this Section or release Tenant from its obligation to comply with the terms further performance by Lessee, and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment mesne assignor or subletting. Landlord may condition approval mesne sublessors, of an assignment or subletting hereunder on an increase all the covenants binding upon Lessee in this lease contained during the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder lease term and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining extension pursuant to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.Section 13.02

Consent Required. Tenant shall not voluntarily assign or involuntarily or by operation of law, assign, transfer or encumber its interest this Lease, in this Lease whole or in the Premisespart, nor sublet all or sublease any part or all of the Premises, Leased Premises without Landlord's the prior consent, which written consent of Landlord in each instance. The consent by Landlord to any assignment or subletting shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default waiver of the necessity for such consent in any subsequent assignment or subletting. Landlord agrees to consent to Tenant subleasing all or a portion of the Leased Premises to a subtenant entity that is controlled by Tenant under this Leaseor Guarantor, provided that Landlord reasonably determines that the sublease does not impair the Tenant’s ability to perform its obligations hereunder. In determining whether to approve a proposed Notwithstanding any assignment or sublease, Landlord Tenant shall place primary emphasis remain fully liable on the proposed transferee's reputation this Lease and creditworthiness, the character shall not be released from performing any of the business to be conducted by the proposed transferee at the Premises terms, covenants and the affect of such assignment or subletting on the tenant mix in the Buildingconditions hereof without Landlord’s specific written release. In addition, Landlord shall have the right to approve the specific form convey all or any part of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns its interest in the Building, real property of which the Leased Premises are a part or creates an increased probability its interest in this Lease. All covenants and obligations of Landlord under this Lease shall cease upon the comfort and/or safety execution of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for examplesuch conveyance, but not exclusively, Landlord may deny consent to an assignment such covenants and obligations shall run with the land and shall be binding upon the subsequent owner or subletting where the space will be used for a school owners thereof or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or In the event that a permitted sublease shall constitute a waiver hereunder generates Minimum Rent in excess of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent proportional amount then being paid by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with under the terms and provisions of this Lease and such sublease is not with a subtenant entity that is controlled by Tenant or guarantor, then in such event Landlord and Tenant shall remain fully share equally in such profit pursuant to a document confirming the terms and primarily liable for all conditions of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredsublease.

Consent Required. Tenant shall will not voluntarily assign or encumber its interest in this Lease in full or in the Premisespart, nor sublet all or sublease any part or all of the Leased Premises, without the prior written consent of Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance conditioned or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreementdelayed. In no event however, shall Landlord ever be obligated required to consent to an assignment which would allow or create a use of the Leased Premises for anything other than a financial institution which would compete with any other use in the Shopping Center or the adjacent commercial out-lots, violate the “Declaration of Access Easements, Maintenance Obligations and Restrictions”, of record in Deed Book 1827, Page; 311, in the Fayette County Clerks Office, or which would cause Landlord to violate any term of any other lease or contract involving any other property in the Shopping Center. The consent by Landlord to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or necessity for such consent to any subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor subletting. If this Lease be assigned, or if the collection of Rent Leased Premises or any part thereof be underlet or occupied by Landlord from any person or entity other ‘than Tenant, nor Landlord may collect rent from the application of any assignee, sub-tenant or occupant, and apply the net amount collected to the rent herein reserved; but no such Rent as provided in this Section assignment, under-letting, occupancy or collection shall be deemed a waiver of any this covenant or a release of Tenant from the further performance by Tenant of the provisions covenants on the part of Tenant herein contained. Tenant shall furnish to Landlord copies of any Assignment and/or Assumption contracts prior to the sub-tenant’s occupancy of the Leased Premises, and failure to so provide such shall constitute an event of default under this Section Lease. Notwithstanding any assignment or release Tenant from its obligation to comply with the terms and provisions of this Lease and sublease, Tenant shall remain fully liable on this Lease and primarily liable for shall not be released from performing any of the terms, covenants and conditions hereof. Notwithstanding the foregoing, Tenant may assign this Lease or any interest therein or sublet the Leased Premises or any portion thereof, without Landlord’s consent to an entity which controls, is controlled by, or is under common control with Tenant (an “Affiliate”); or (2) a successor to Tenant by merger or consolidation or acquisition of substantially all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) assets or stock of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment Tenant or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredAffiliate thereof.

Consent Required. Tenant shall not voluntarily assign assign, mortgage, pledge, ---------------- encumber or encumber its interest in any manner transfer this Lease or in any part of the Leased Premises, or sublease allow any part or all of third party to occupy the Leased Premises, without the prior written consent of Landlord in each instance, which Landlord shall not unreasonably withhold. Any attempt to do any of such acts without such consent shall be null and void and of no effect. A transfer of control of Tenant, including but not limited to a transfer of stock if Tenant is a corporation (unless pursuant to a legitimate capital restructuring, i.e. an IPO) shall be deemed an assignment under this Lease and shall be subject to all the provisions of this Article, including the requirement of obtaining Landlord's prior written consent, which . The consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance mortgage, pledge, encumbrance, transfer, subletting or sublease occupancy by a third party shall not constitute a waiver of the provisions of this Section and no other or necessity for such consent to any subsequent assignment, encumbrance mortgage, pledge, encumbrance, transfer, subletting or sublease occupancy by a third party. This prohibition against assigning, mortgaging, pledging, encumbering, transferring, subletting occupancy by a third party shall be made without Landlord's prior consentconstrued to include a prohibition against any assignment, mortgage; pledge, encumbrance, transfer, subletting or occupancy by a third party by operation of law. Neither an assignment If this Lease is assigned, or subletting nor if all or any part of the collection of Rent Leased Premises or any part is sublet or occupied by Landlord from any person anybody other than Tenant, nor Landlord may collect Rent from the application of any assignee, subtenant or occupant, and apply the net amount collected to the Fixed Rent and Additional Rent reserved under this Lease, but no such Rent as provided in this Section assignment, subletting, occupancy or collection shall be deemed a waiver of any this covenant, or the acceptance of the provisions assignee, subtenant or occupant as tenant, or a release of this Section or release Tenant from the further performance by Tenant of its obligation to comply with the terms and provisions of covenants in this Lease and Lease. Notwithstanding any assignment, mortgage, pledge, encumbrance, transfer, sublease or occupancy by a third party, Tenant shall remain fully liable on this Lease and primarily liable for all shall not be released from performing any of Tenant's obligations the terms, covenants and conditions of this Lease. Further, any consent to a sublease or other occupancy agreement shall be conditioned upon Landlord recovering fifty percent (50%) of the difference, if any, between the Fixed Rent paid by the sublessee or occupant (less brokerage commissions and tenant improvement allowance) over the Fixed Rent due the Landlord under this Lease, including the obligation and any consent to pay Rent under this Lease. Any personal guarantee(san assignment shall be conditioned upon receipt of fifty percent (50%) of any premium fee or other charge paid by the proposed assignee to the Tenant's obligations . Tenant acknowledges and agrees that, without otherwise limiting the grounds under this Lease or applicable law on which Landlord may reasonably withhold its consent to any request by Tenant to assign this Lease or sublet the Leased Premises or otherwise transfer any interest in this Lease or right to occupy the Leased Premises, it shall remain in full force and effect following be reasonable for Landlord to withhold its consent to any such assignment request to an assignment, sublease or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.transfer if,

Consent Required. The Tenant shall will not voluntarily assign this Lease in whole or in part, nor sublet all or any part of the Leased Premises nor mortgage or encumber its interest in this Lease or in the PremisesLeased Premises or any part thereof, or sublease suffer or permit the occupation of all or any part or all thereof by others, without the prior written consent of the Premises, without Landlord's prior consentLandlord in each instance, which consent shall not be unreasonably withheld, subject to Section 11.02. Any assignment, encumbrance or sublease without Landlord's The consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of necessity for such consent to any subsequent assignment or subletting. If this Section Lease shall be assigned, or if the Leased Premises or any part thereof shall be sublet or occupied by anybody other than the Tenant, the Landlord may collect rent from the assignee, subtenant or occupant and apply the net amount collected to the Minimum Rent reserved in this Lease, but no other or subsequent such assignment, encumbrance subletting, occupancy or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed to be a waiver of this covenant or the acceptance of the assignee, subtenant or occupant as Tenant or a release of the Tenant from the further performance by the Tenant of the covenants on the part of the Tenant herein contained. Notwithstanding any assignment or sublease, the Tenant shall remain jointly and severally liable on this Lease and shall not be relieved from performing any of the provisions terms, covenants and conditions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) consent of the Landlord as aforesaid shall be prepared by the Landlord or its solicitors, subject to the reasonable approval of the Tenant's obligations under ’s solicitors and any and all legal and administrative costs with respect thereto shall be borne by the Tenant. Any consent granted by the Landlord shall be subject to the Tenant causing any such assignee to execute an indenture and covenant directly with the Landlord agreeing to be bound by all of the terms contained in this Lease shall remain and in full force the case of a subletting, only insofar as they apply to the premises being sublet (and effect following any such assignment or sublettingexcluding Minimum Rent) all other covenants applicable thereto. The Landlord may condition approval of an assignment require the Tenant or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenantsubtenant to provide additional information regarding the subtenant including but not limited to, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredcredit, financial or business information.

Consent Required. Tenant shall may not voluntarily assign assign, transfer, encumber, mortgage or encumber its interest in convey this Lease or in the Premises, sublet all or sublease any part or all of the Premises, Leased Premises without the prior written consent of Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance conditioned or sublease without Landlord's delayed; provided, however, that such consent shall may be voidable and, withheld at Landlord's election, shall constitute a default by Tenant ’s sole discretion if the proposed assignee or subtenant or its proposed use of the Leased Premises would be in violation of the requirements of any provider of financing for the Leased Premises or any agency having authority over the Leased Premises. Landlord’s refusal to grant consent under this Lease. In determining whether to approve a proposed assignment Section 14.1 shall not be deemed an unreasonable withholding of consent if the general reputation or sublease, Landlord shall place primary emphasis on financial position of the proposed transferee's reputation assignee or sublessee is unsatisfactory to Landlord after having had the opportunity to review financial and creditworthiness, other information relating to the character proposed assignee or sublessee and to make any necessary inquiries of the business to be conducted by proposed assignee or sublessee. Notwithstanding the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In additionforegoing, Landlord Tenant shall have the right to approve assign this Lease to a present or future wholly owned subsidiary or parent or any successor-in-interest of the specific form entire business of any Tenant as a result of merger, consolidation, purchase, assignment or sublease agreementoperation of law without the consent of Landlord. If Tenant is a corporation, except in cases where all the outstanding voting stock of Tenant is listed on the National Securities Exchange, any change in ownership or power to vote a majority of the outstanding voting stock or any merger, consideration or liquidation involving Tenant shall be deemed an assignment of Tenant’s interest in this Lease. In no the event shall Landlord be obligated to consent consents to any assignment or subletting which increases (i) subletting, no such consent shall be deemed to be a consent to any subsequent assignment or sublease. In the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the event that Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent consents to an assignment or subletting where of this Lease to a third party, Tenant shall be relieved of all of its obligations set forth in this Lease. If Landlord consents to any sublet, the space will sublease shall be used for a school or training facility, an entertainment, sports or recreation facility, retail sales subject to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights terms and options shall continue throughout the entire term conditions of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the except those terms and provisions of this Lease conditions relating to Rent, Additional Rent, and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent any other amount due under this Lease. Any personal guarantee(s) subtenant shall acknowledge that it has reviewed and agreed to all of Tenant's obligations under the terms and conditions of this Lease Lease. Such subtenant shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase agree in the amount of the Security Deposit sublease not to do, or on receipt of personal guarantees of the assignee's or sublessee's fail to do, anything that would cause Tenant to violate its obligations under this Lease. If The sublease shall (a) require that subtenant shall have no right to exercise any purchase option granted to Tenant in this Lease, (b) contain a waiver of subrogation against Landlord approves and require subtenant’s insurance policies to acknowledge such a waiver of an assignment or subletting hereunder subrogation, (c) require subtenant to send Landlord copies of any and all notices concerning the subleased space that subtenant is obligated to provide to Tenant, (d) provide that, at Landlord’s option, the sublease shall not terminate in the event this Lease contains terminates and subtenant shall execute an attornment agreement if Landlord, in its absolute discretion, elects to have the sublease continue beyond the date of the termination of this Lease, (e) provide that subtenant shall have no right (and shall waive any renewal optionsrights it may have) to hold Landlord responsible for any liability in connection with the Leased Premises, expansion optionsincluding, rights of first refusalwithout limitation, rights of first negotiation any liability arising from the noncompliance with any federal, state or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run local laws applicable to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredLeased Premises.

Consent Required. Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease any part or all of the Premises, without Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the BuildingPremises. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office). Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section 26.2 and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section 26 or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations Obligations (as that term is defined herein) under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations Obligations under this Lease shall remain in full force and effect following any such assignment or subletting. In addition to Landlord’s other rights under this Section, Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal or extension options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant shall not voluntarily assign not, without the prior consent of Landlord in each case, (i) make or encumber its allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant's interest in this Lease Lease, (ii) grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant's interest in this Lease, (iii) sublet any part of the Premises, or sublease (iv) permit anyone other than Tenant and its employees to occupy any part or all of the Premises. Landlord may withhold its consent to the assignment or sublease if Tenant is in default under this Lease, if the proposed assignee or sublease is a tenant in the Project or an affiliate of such a tenant, or if the financial responsibility, nature of business, and character of the proposed assignee or subtenant are not all reasonably satisfactory to Landlord. Landlord will not otherwise unreasonably withhold its consent on any other basis to such an assignment or subletting. No consent granted by Landlord shall relieve Tenant of any of its obligations under this Lease, nor shall it be deemed to be a consent to any subsequent assignment or transfer, lien or encumbrance, sublease or occupancy. Tenant shall pay all of Landlord's reasonable attorney's fees and other expenses incurred in connection with any consent requested by Tenant or in reviewing any proposed assignment or subletting. Any assignment or transfer, grant of lien or encumbrance, or sublease or occupancy without Landlord's prior written consent shall be void. Provided no default has occurred and is continuing under this Lease, upon ten (10) business days prior written notice to Landlord (which notice shall also included detailed information as to the net worth immediately prior to such assignment of both the proposed assignee or successor entity and the Tenant), Tenant may, without Landlord's prior written consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under assign this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent Lease to an assignment entity into which Tenant is merged or subletting where the space will be used for a school consolidated or training facility, to an entertainment, sports or recreation facility, retail sales entity to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for which substantially all of Tenant's obligations under this Leaseassets are transferred, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to provided the assignee or subtenantsuccess entity (a "Related Assignee") has a net worth at least equal to the net worth of Tenant immediately prior to such merger, it being agreed by consolidation or transfer. The rights of Tenant shall inure to the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredbenefit of a Related Assignee.

Consent Required. (a) Tenant shall not voluntarily assign (i) assign, transfer, mortgage or encumber its interest in otherwise encumber, this Lease or any of its rights hereunder, (ii) except as hereinafter provided in the Premisesnext sentence, permit the use of the Demised Premises or any part thereof by any persons other than Tenant or its employees, agents and invitees, or sublease (iii) permit the assignment or other transfer of this Lease or any part of Tenant's rights hereunder by operation of law, in each case without the prior written consent of Landlord, which consent may be granted or denied at the sole and absolute discretion of the Landlord. Landlord agrees that it shall not unreasonably withhold, condition or delay its consent to a proposed subletting, provided that all of the Premisesfollowing conditions are satisfied: (1) there shall be no occurrence of an Event of Default at the time of the proposed subletting, without Landlord's prior consent(2) the proposed subtenant shall be creditworthy (considering the portion of the Demised Premises to be sublet and the length of the proposed sublease term), which consent (3) the proposed subtenant shall not be unreasonably withheld. Any assignmenta governmental entity or a person or entity enjoying sovereign or diplomatic immunity, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on (4) the proposed transferee's reputation and creditworthiness, the character use of the business to be conducted Demised Premises by the proposed transferee at subtenant shall not attract a volume, frequency or type of visitor or employee to the Building which is not consistent with the standards of a high-quality office building, (5) the proposed subtenant shall specifically covenant and agree to perform the obligations of Tenant for the portion of the Demised Premises subleased hereunder and to occupy the affect Demised Premises subject to the provisions of such assignment or subletting on this Lease, and (6) Tenant remains liable for the tenant mix faithful performance of this Lease, and in the Building. In additionevent that fewer than all of the criteria set forth in the foregoing clauses (1) through (6) have been satisfied, Landlord shall have the right to approve the specific form of any assignment grant or sublease agreementdeny its consent in its sole and absolute discretion. In no event shall The consent by Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costsassignment, (ii) the burden on the Building servicestransfer, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) any person is not to be construed as a current tenant waiver or release of Tenant from any provision of this Lease nor as a waiver of the Building necessity for such consent in a subsequent instance. In the event of any subletting, transfer or (y) assignment, Tenant shall remain fully liable as a prospective tenant of principal and not as a guarantor or surety under this Lease. Even if the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term accepts or collects rent from any such assignee, transferee, subtenant or occupant, Tenant will not be released from any provision of this Lease. No consent If Tenant is in default hereunder, Tenant hereby assigns to any assignment, encumbrance or sublease shall constitute a waiver of Landlord the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord rent due from any person other than Tenant, nor the application subtenant of any Tenant and hereby authorizes each such Rent as provided in this Section subtenant to pay said rent directly to Landlord. Payment of such rent directly to Landlord shall be deemed not establish a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease landlord and Tenant shall remain fully relationship between Landlord and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or said subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant shall not voluntarily or involuntarily assign or encumber its interest in this Lease in whole or in the Premisespart, nor sublet all or sublease any part or all of the Premises, Leased Premises without Landlord's following the procedures detailed herein and the prior consentwritten consent of Landlord in each instance, which consent may be granted or withheld in Landlord's sole discretion. In the case of any assignment or sublet, the Landlord shall be entitled to fifty percent (50%) of any profit made by Tenant. As used herein, the term "profit" shall be limited to the amount paid by the assignee or sublessee to Landlord and/or Tenant in excess of all payments otherwise due Landlord under this Lease and shall not be unreasonably withheldinclude any proceeds or profit received by Tenant for the sale or lease of fixtures, furniture, and equipment. Any assignment, encumbrance The consent by Landlord to any assignment or sublease without Landlord's subletting shall not constitute a waiver of the necessity for such consent in any subsequent assignment or subletting. The foregoing shall be voidable and, at Landlord's election, shall constitute construed to include a default prohibition against any voluntary or involuntary assignment or subletting arising by Tenant under this Leaseoperation of law. In determining whether the event that Tenant receives a bona fide written offer from a third party for the sublease or assignment of the Leased Premises, Tenant shall forthwith notify Landlord in writing attaching a copy of said offer, of Tenant's desire to approve a proposed sublet or assign this Lease upon the terms of said offer, whereupon Landlord shall have thirty (30) days to accept or reject said assignment or sublease, Landlord shall place primary emphasis on or at Landlord's sole option cancel and terminate this Lease, including the right to enter into a direct lease with the proposed transferee's reputation assignee or subtenant before or after such termination. Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this Lease and creditworthiness, the character shall not be released from performing any of the business terms, covenants and conditions hereof and Assignee(s) must execute Personal Guarantees in a form acceptable to Landlord. If Tenant is a corporation or partnership, any sale, transfer, leveraged buyout or other disposition of more than fifty percent (50%) of the corporate stock or more than fifty percent (50%) of partnership ownership, or any reorganization or restructuring which results in the net worth of Tenant decreasing by more than ten percent (10%) shall be deemed to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Buildingan assignment. In addition, Landlord shall have the right to approve the specific form sell, convey, transfer or assign all or any part of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns its interest in the Building, real property and the buildings of which the Leased Premises are a part or creates an increased probability of the comfort and/or safety of the Landlord and other tenants its interest in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation and Tenant agrees to pay Rent under this Leaseattorn to Landlord's purchaser or assignee. Any personal guarantee(s) All covenants and obligations of Tenant's obligations Landlord under this Lease shall remain in full force cease upon the execution of such conveyance, transfer or assignment, but such covenants and effect following any such assignment obligations shall run with the land and shall be binding upon the subsequent owner or subletting. Landlord may condition approval owners thereof or of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant shall not voluntarily assign not, without the prior consent of ---------------- al Landlord in each case, (i) make or encumber its allow any assignment or transfer, by operation of law . or otherwise, of any part of Tenant's interest in this Lease Lease, (ii) grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant's interest in this Lease, (iii) sublet any part of the Premises, or sublease (iv) permit anyone other than Tenant and its employees to occupy any part or all of the Premises. Landlord may withhold its consent to the assignment or sublease if Tenant is in default under this Lease or if the financial responsibility, nature of business, and character of the proposed assignee or subtenant are not all reasonably satisfactory to Landlord. Landlord will not otherwise unreasonably withhold its consent on any other basis to such an assignment or subletting. No consent granted by Landlord shall relieve Tenant of any of its obligations under this Lease, nor shall it be deemed to be a consent to any subsequent assignment or transfer, lien or encumbrance, sublease or occupancy. Tenant shall pay all of Landlord's attorneys' fees and other expenses incurred in connection with any consent requested by Tenant or in reviewing any proposed assignment or subletting. Any assignment or transfer, grant of lien or encumbrance, or sublease or occupancy without Landlord's prior written consent shall be void. Notwithstanding the foregoing, provided Tenant is not in default under this Lease, upon 30 days prior written notice to Landlord, Tenant may, without Landlord's prior written consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under assign this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent Lease to an assignment entity into which Tenant is merged or subletting where the space will be used for a school consolidated or training facility, to an entertainment, sports or recreation facility, retail sales entity to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for which substantially all of Tenant's obligations under this Leaseassets are transferred, including provided (x) such merger, consolidation or transfer of assets is for a good business purpose and not principally for the obligation to pay Rent under this Lease. Any personal guarantee(s) purpose of transferring Tenant's obligations under leasehold estate, and (y) the assignee, transferee or successor entity has a net worth at least equal to the net worth of Tenant on the date of this Lease shall remain in full force and effect following any or immediately prior to such assignment merger, consolidation or subletting. Landlord may condition approval of an assignment or subletting hereunder transfer, on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assigneewhich ever date Tenant's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferrednet worth is greater.

Consent Required. Tenant shall not voluntarily neither assign or encumber its interest in this Lease or in the Premisesany interest herein, nor sublet, license, grant any concession, or sublease otherwise give permission to anyone other than Tenant to use or occupy all or any part or all of the Premises, Premises without the prior written consent of Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignmentwithheld provided that (i) Tenant is not then in Default under this Lease beyond any applicable cure period, encumbrance or and (ii) Tenant has not previously subleased the portion of the Premises for which an additional consent to sublease without Landlord's consent is requested, it being understood that sub-subleasing of this Lease shall be voidable prohibited. When Tenant requests Landlord’s consent to such assignment or subletting, it shall notify Landlord in writing of the name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and, at Landlord's electionexcept with respect to a Permitted Transferee, shall constitute provide current and prior financial statements for the proposed assignee or subtenant, which financial statements shall be audited to the extent available and shall in any event be prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a default by Tenant under this Leasecopy of the proposed sublease or assignment agreement, including all material terms and conditions thereof. In determining whether Landlord shall have the option, to approve be exercised within thirty (30) days of receipt of the foregoing, to (1) recapture the Premises in accordance with subsection 12.4 below, (2) other than with respect to a Permitted Transferee consent to the proposed assignment or sublease, Landlord shall place primary emphasis on or (3) refuse its consent to the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreementprovided the refusal is not unreasonable. In no event shall any event, Landlord be obligated to may withhold its consent to any assignment or subletting which increases sublease, if (i) the Operating Costsactual use proposed to be conducted in the Premises or portion thereof conflicts with the provisions of any other lease which restricts the use to which any space in the Building or the Project may be put, (ii) the burden on portion of the Building servicesPremises proposed to be sublet does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with governmental safety and other codes, or (iii) the foot traffic, elevator usage proposed sublessee or security concerns assignee is either a governmental agency or instrumentality thereof; (iv) the proposed sublessee or assignee occupies space in the Building, or creates an increased probability Project at the time of the comfort and/or safety request for consent and is then actively negotiating with Landlord to lease space in the Project. Notwithstanding the above to the contrary, provided that Tenant is not in Default under this Lease beyond any applicable cure period, Tenant may, without Landlord’s consent, assign this Lease to an Affiliate (as defined below) if (a) Tenant notifies Landlord at least 10 days prior to such assignment; and (b) Tenant delivers to Landlord, not later than the effective date of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales)assignment, a personnel or employment agency, a medical office, or an embassy or consulate or similar office. written agreement reasonably acceptable to Landlord shall not be obligated under which the transferee assumes and agrees to approve an assignment or subletting perform Tenant’s obligations under this Lease and to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights observe all terms and options shall continue throughout the entire term conditions of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.will also

Consent Required. Tenant shall not voluntarily assign assign, mortgage, pledge, --------------- encumber or encumber its interest in any manner transfer this Lease or in any part of the Leased Premises, or sublease allow any part or all of third party to occupy the Leased Premises, without the prior written consent of Landlord in each instance, which Landlord shall not unreasonably withhold. Any attempt to do any of such acts without such consent shall be null and void and of no effect. A transfer of control of Tenant, including but not limited to a transfer of stock if Tenant is a corporation (unless pursuant to a legitimate capital restructuring, i.e. an IPO) shall be deemed an assignment under this Lease and shall be subject to all the provisions of this Article, including the requirement of obtaining Landlord's prior written consent, which . The consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance mortgage, pledge, encumbrance, transfer, subletting or sublease occupancy by a third party shall not constitute a waiver of the provisions of this Section and no other or necessity for such consent to any subsequent assignment, encumbrance mortgage, pledge, encumbrance, transfer, subletting or sublease occupancy by a third party. This prohibition against assigning, mortgaging, pledging, encumbering, transferring, subletting or occupancy by a third party shall be made without Landlord's prior consentconstrued to include a prohibition against any assignment, mortgage, pledge, encumbrance, transfer, subletting or occupancy by a third party by operation of law. Neither an assignment If this Lease is assigned, or subletting nor if all or any part of the collection of Rent Leased Premises or any part is sublet or occupied by Landlord from any person anybody other than Tenant, nor Landlord may collect Rent from the application of any assignee, subtenant or occupant, and apply the net amount collected to the Fixed Rent and Additional Rent reserved under this Lease, but no such Rent as provided in this Section assignment, subletting, occupancy or collection shall be deemed a waiver of any this covenant, or the acceptance of the provisions assignee, subtenant or occupant as tenant, or a release of this Section or release Tenant from the further performance by Tenant of its obligation to comply with the terms and provisions of covenants in this Lease and Lease. Notwithstanding any assignment, mortgage, pledge, encumbrance, transfer, sublease or occupancy by a third party, Tenant shall remain fully liable on this Lease and primarily liable for all shall not be released from performing any of Tenant's obligations the terms, covenants and conditions of this Lease. Further, any consent to a sublease or other occupancy agreement shall be conditioned upon Landlord recovering fifty percent (50%) of the difference, if any, between the Fixed Rent paid by the sublessee or occupant (less brokerage commissions and tenant improvement allowance) over the Fixed Rent due the Landlord under this Lease, including the obligation and any consent to pay Rent under this Lease. Any personal guarantee(san assignment shall be conditioned upon receipt of fifty percent (50%) of any premium fee or other charge paid by the proposed assignee to the Tenant's obligations . Tenant acknowledges and agrees that, without otherwise limiting the grounds under this Lease or applicable law on which Landlord may reasonably withhold its consent to any request by Tenant to assign this Lease or sublet the Leased Premises or otherwise transfer any interest in this Lease or right to occupy the Leased Premises, it shall remain in full force and effect following be reasonable for Landlord to withhold its consent to any such assignment request to an assignment, sublease or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.transfer if,

Consent Required. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premisesany interest herein or any right or privilege appurtenant hereto or sublet, license, grant any concessions, or sublease otherwise give permission to anyone other than Tenant to use or occupy all or any part or all of the PremisesPremises (hereinafter sometimes referred to as a “Transfer”), without the prior written consent of Landlord's prior consent, which consent Landlord shall not be unreasonably withheldwithhold. Any assignmentWithout limiting the generality of the foregoing, encumbrance or sublease without Landlord's consent it shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether deemed reasonable for Landlord to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of withhold such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases if (i) there if then in existence an Event of Default with respect to any obligation of Tenant under the Operating CostsLease, or (ii) the burden on the Building services, proposed Transferee or (iii) the foot traffic, elevator usage or security concerns an affiliate thereof is an existing tenant in the BuildingProperty or is or has been, within the six-month period prior to the date Tenant requests Landlord’s consent, in discussions with Landlord regarding space at the Property. Any actual or creates an increased probability attempted Transfer without the Landlord’s prior written consent or otherwise in violation of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term terms of this Lease. No consent to Lease shall, at Landlord’s election, be void and shall confer no rights upon any assignmentthird person, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made a non-curable default under this Lease which shall entitle Landlord to terminate this Lease upon ten (10) days’ written notice to Tenant at any time after such actual or attempted Transfer without regard to Landlord's ’s prior consentknowledge thereof. Neither an assignment or subletting nor the collection The acceptance of Rent rent by Landlord from any person other than or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease or a consent to any Transfer. A consent by Landlord to one or more Transfers shall not be deemed to be a consent to any subsequent Transfer. In addition, any option to extend or renew the Term hereof, to terminate this Lease early, or to expand or contract the size of the Premises shall be personal to Tenant, nor and shall not be Transferred without the application prior written consent of any such Rent as provided Landlord in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply accordance with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredArticle 19.

Consent Required. Except as provided in this Section 12, Tenant shall not voluntarily assign assign, encumber, mortgage, pledge, license, hypothecate or encumber its interest in otherwise transfer the Premises or this Lease whether voluntarily, by operation of law or in otherwise, or sublease all or any part of the Premises, or sublease any part permit the use or all occupancy of the PremisesPremises by any party other than Tenant (each a “Transfer”), without Landlord's the prior consent, written consent of Landlord which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, Tenant shall have no right to Transfer this Lease if there is an uncured Event of Default at the time Tenant requests Landlord’s consent. Any assignmentNotwithstanding the foregoing, encumbrance Tenant may permit the use of all or sublease any portion of the Premises by any subsidiary, parent, contractor, or other affiliate which controls, is controlled by, or is under common control with, Tenant , without Landlord's consent ’s consent. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with reasonable standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. In exercising such right of approval or disapproval, Landlord shall be voidable andentitled to take into account any reasonable factor Landlord deems relevant to such decision, including but not limited to the following, all of which are agreed to be reasonable factors for Landlord’s consideration: (i) the financial strength of the proposed assignee or subtenant, including but not limited to the adequacy of its working capital to pay all expenses anticipated in connection with any proposed remodeling of the Premises; (ii) the business reputation, character, history and nature of the business of the proposed assignee or subtenant; (iii) whether the proposed assignee or subtenant is a person with whom Landlord has negotiated for space in the Building during the six (6) month period ending with the date Landlord receives notice of such proposed assignment or subletting; (iv) whether the proposed assignee or subtenant is a governmental entity or agency (provided that the foregoing restriction shall not apply at any time any portion of the Building is then being leased to or occupied by any governmental agency); (v) the proposed use of the Premises by such proposed assignee or subtenant and the compatibility of such proposed use with Landlord's election’s strategic plan for the Project; (vi) whether the proposed use would cause a violation of any other rights granted by Landlord to other tenants; (vii) whether the proposed use of the Premises would adversely impact the parking or other aspects of the Project; and (viii) Landlord’s reasonable determination that each and every covenant, shall constitute condition, or obligation imposed upon Tenant by this Lease and each and every right, remedy, or benefit afforded Landlord by this Lease is not impaired or diminished by such assignment or subletting. In no event may Tenant enter into a default by Tenant Transfer if an Event of Default is outstanding under this Lease. In determining whether Landlord may condition its consent to approve any proposed Transfer on such conditions as Landlord may reasonably require including cure of any outstanding defaults, receipt of additional security and/or a proposed assignment or subleaselease guaranty (if reasonable under the circumstances), Landlord shall place primary emphasis on changes to the proposed transferee's reputation and creditworthiness, the character floor plan of the business subleased space to be conducted ensure that the subleased premises consist of a leasable increment of space, and reaffirmation of any guaranty by any guarantor of Tenant’s obligations. Notwithstanding the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix foregoing, so long as Landlord does not have similar competitive space available in the Building. In addition, Landlord Tenant shall have the right to approve the specific form of any assignment assign or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building servicesto, or (iii) the foot trafficfrom, elevator usage or security concerns any other tenant in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for examplesubject to Landlord’s prior written reasonable consent; provided, but not exclusivelyhowever, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to impose any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with restriction on the terms and provisions conditions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment and subleasing rights regarding minimum rent thereunder or subletting. Landlord may condition approval of an further subleasing or assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredthereof.

Consent Required. Tenant If Landlord shall not voluntarily assign or encumber exercise its interest in right to cancel this Lease or as provided in the PremisesSection 11.1, or sublease any part or all of the Premises, without Landlord's prior consent, which consent to such request shall not be unreasonably withheldwithheld provided such consent to sublease or assignment is effected by a legal document in form and substance satisfactory to Landlord and Section 11.3 below shall apply with respect to a possible adjustment of Rent. Any assignmentIn no event shall any assignment or subletting to which Landlord may have consented release or relieve Tenant from its obligations fully to perform all of the terms, encumbrance or sublease without Landlord's consent shall covenants and conditions of the Lease on its part to be voidable and, at Landlord's election, shall constitute a default by Tenant under this Leaseperformed. In determining whether to approve consent to a proposed assignment or subleasesubletting, Landlord shall place primary emphasis on may consider any commercially reasonable basis for approving or disapproving the proposed transferee's reputation and creditworthinessassignment or subletting, the character including without limitation any of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases following: (i) the Operating Costsbusiness experience or reputation of the proposed assignee or sublessee, (ii) whether the burden on the Building servicesclientele, personnel, or (iii) traffic which will be generated by the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability business of the comfort and/or safety proposed assignee or sublessee is consistent in Landlord's opinion with the businesses of the Landlord and other tenants in the Building being unreasonably compromised and the Office Park; (iii) notwithstanding that Tenant or reduced others may remain liable under this Lease, whether the proposed assignee or sublessee has a net worth and financial strength and a credit record satisfactory to Landlord; (for example, but not exclusively, Landlord may deny consent to an assignment iv) whether the use of the Premises by the proposed assignee or subletting where the space sublessee will be used for substantially the same as the use of the Premises by Tenant, and whether such use is consistent with the businesses of other tenants then occupying the Office Park, and whether such use will violate or create a school potential violation of any laws or training facility, an entertainment, sports a breach or recreation facility, retail sales violation of any other lease or agreement by which Landlord is bound; (v) whether the proposed use of the Premises by the proposed assignee or sublessee will increase the likelihood of damage or destruction to the public Premises or the Building, be likely to cause an increase in insurance premiums for insurance policies applicable to the Building, require new tenant improvements incompatible with the then existing Building systems and components, and otherwise have or cause a material adverse impact on the Premises, the Building, the Office Park or Landlord's interests therein; (unless Tenant's permitted use vi) whether the proposed assignee or sublessee is retail sales), a personnel an existing tenant or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant occupant of the Building or (y) the Office Park or a prospective tenant of the Building person or entity with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout dealing, or with whom Landlord has had dealings during the entire term previous six (6) months with respect to leasing of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, Office Park; and (vii) whether any ground lessor or mortgagee whose consent to such rights and/or options shall not run transfer as required has so consented to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredproposed transaction.

Consent Required. Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premisesmake, or sublease allow to be made, any part alterations, physical additions or all of the Premisesimprovements or attach or install or allow any Tenant Party to attach or install any fixtures or equipment, including, without limitation, partitions, electronic, phone and data cabling and related wiring and equipment, in, about or to the Premises (collectively, “Alterations”) without obtaining the prior written consent of Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance conditioned or sublease delayed with respect to proposed Alterations which: (a) comply with all Laws; (b) are, in Landlord’s reasonable opinion, compatible with the Project and Building Systems, and will not require any part of the Project or the Building Systems to be modified to comply with any Laws (including, without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthinesslimitation, the character ADA); (c) will not interfere with the use and occupancy of any other portion of the business to be conducted Project by any other tenant or occupant and (d) are not visible from outside the proposed transferee at Premises. Specifically, but without limiting the Premises and generality of the affect of such assignment or subletting on the tenant mix in the Building. In additionforegoing, Landlord shall have the right to review and approve all plans and specifications for the specific form proposed Alterations, construction means and methods, all appropriate permits and licenses, any contractor or subcontractor to be employed on the work of Alterations, and the time for performance of such work. Tenant shall supply to Landlord any assignment documents and information reasonably requested by Landlord in connection with Landlord’s consideration of a request for approval hereunder. Tenant shall cause all Alterations to be accomplished in a first-class, good and workmanlike manner, and to comply with all Laws. Tenant shall at Tenant’s sole expense, perform any additional work required under Laws, whether to the Premises, Building or sublease agreementProject, due to the Alterations hereunder. In no event shall No review or consent by Landlord be obligated to consent of or to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease proposed Alteration shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's ’s obligations under this LeaseSection. Tenant shall reimburse Landlord for all actual, reasonable costs which Landlord may incur in connection with any such Alterations, including the obligation any costs or expenses which Landlord may incur to have outside architects and engineers review said plans and specifications and shall pay Rent under this Lease. Any personal guarantee(sLandlord an administration fee of three percent (3%) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount cost of the Security Deposit Alterations as Additional Rent hereunder. Tenant acknowledges that Tenant is not required to perform any particular tenant improvements or on receipt of personal guarantees of alterations to the assignee's Premises and that Tenant is not authorized to act as Landlord’s common law agent or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains construction agent in connection with any renewal optionswork performed at the Premises, expansion options, rights of first refusal, rights of first negotiation including any Tenant Improvements or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredlater Alterations.

Consent Required. Tenant shall not directly or indirectly, whether voluntarily assign or by operation of law, assign, transfer, mortgage or otherwise encumber its all or any part of Tenant's interest in this Lease or in the Premises, and shall not directly or sublease indirectly sublet, license or permit another to occupy or use all or any part or all of the Premises, without Landlord's the prior consent, which consent of Landlord in each instance. Landlord shall not be unreasonably withheld. Any assignment, encumbrance withhold or delay its consent to any proposed assignment of Tenant's interest in this Lease or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted Premises by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In additionTenant, Landlord but shall have the right to approve withhold its consent should Landlord deem any of the specific form conditions set out in Sections 18.3 and 18.4 to have not been satisfied or to not be satisfactory to Landlord. In the event of any assignment other proposed transfer, mortgage, encumbrance, license or sublease agreement. In no event shall Landlord be obligated to consent to occupancy of all or any assignment part of Tenant's interest in this Lease or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusivelyPremises, Landlord may deny withhold its consent to an assignment in its sole discretion. Any attempted assignment, transfer, mortgage, encumbrance, subletting, licensing or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant other occupancy of the Building or (y) a prospective tenant Premises without Landlord’s consent shall, at the option of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term , constitute grounds for termination of this Lease. No The sale, assignment, transfer or disposition, whether for value, by operation of law, gift, will, or intestacy, of (a) twenty-fivefifty one percent (2551%) or more of the issued outstanding stock of Tenant if Tenant is a corporation, or (b) the 51% interest of any general partner, member, joint- venturer, or co-tenant, if Tenant is a partnership, limited liability company, joint venture, or co- tenancy, shall be deemed an assignment of this Lease under this Section 18.1. Landlord’s consent to any assignment, encumbrance one assignment or sublease shall constitute not be deemed to be a waiver of consent to any other assignment or sublease. Any attempt by Tenant to assign or sublease the provisions Premises in violation of this Section and no other or subsequent assignment, encumbrance or sublease Article 18 shall be made without void and of no force or effect and may, at the option of Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations default under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Notwithstanding the provisions of Section 30.4 below, neither Tenant shall not nor any sublessee or assignee of Tenant shall, directly or indirectly, voluntarily assign or by operation of law, sell, assign, encumber its interest in this Lease pledge or in otherwise transfer or hypothecate all or any part of the PremisesPremises or Tenant's leasehold estate hereunder (each such act is herein referred to as an "Assignment"), or sublease sublet the Premises or any part portion thereof or all of permit the PremisesPremises to be occupied by anyone other than Tenant (each such act is herein referred to as a "Sublease"), without Landlord's prior consentwritten consent in each instance, which consent shall not be unreasonably withheldwithheld or delayed. Any assignment, encumbrance Assignment or sublease without Landlord's consent Sublease that is not in compliance with this Article 18 shall be voidable void and, at the option of Landlord's election, shall constitute a material default by Tenant under this Lease. In determining whether to approve The acceptance of Rent or Additional Charges by Landlord from a proposed assignment assignee, sublessee or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character occupant of the business Premises shall not constitute consent to such Assignment or Sublease by Landlord. Seventy percent (70%) of the total amount paid to Tenant which is attributable to this Lease in connection with any Assignment and seventy percent (70%) of the excess of the total amount of rent and other consideration paid under or in consideration for any Sublease over the Rent and Additional Charges payable hereunder, shall be conducted by the proposed transferee at the Premises payable to Landlord as Additional Charges, after deducting Tenant's actual, incurred costs for reasonable and the affect of customary brokerage commissions and tenant improvements in connection with such assignment or subletting on subletting. The right to such amounts is expressly reserved from the tenant mix in grant of Tenant's leasehold estate for the Buildingbenefit of Landlord. In addition, Tenant shall 17 use reasonable diligent efforts to collect all such amounts. Landlord shall have the right from time to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated time, upon reasonable advance notice, to consent review Tenant's records relating to any assignment such amounts payable to or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless received by Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant Sublandlord’s consent shall not voluntarily assign be required for a Transfer by Subtenant of this Sublease or encumber its interest in this Lease all or any portion of the Subleased Premises to a “Permitted Transferee” (as defined in the PremisesPrime Lease) so long as the proposed transferee has a net worth that equals or exceeds Subtenant’s net worth as of the Effective Date. Otherwise, Subtenant shall not, directly or indirectly, whether voluntarily, involuntarily or by operation of law, assign this Sublease, sublease the Subleased Premises or any part thereof, or sublease any part permit the use or all occupancy of the PremisesSubleased Premises by anyone other than Subtenant, without Landlord's first obtaining the prior consentwritten consent of (1) Sublandlord, which consent shall not be unreasonably withheld, conditioned or delayed so long as no Subtenant Default exists, and (2) Landlord if Landlord’s consent is required under the Prime Lease (in which case such consent shall be governed by the Prime Lease). In no event may Subtenant encumber or hypothecate this Sublease or the Subleased Premises. Any assignment, sublease, use or occupancy by any party other than Subtenant, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, hypothecation shall constitute a default by Tenant under this Lease“Transfer” for purposes hereof. In determining whether addition to approve any other reasonable basis upon which Sublandlord may withhold consent to a proposed assignment assignment, sublease or subleaseother Transfer, Landlord Sublandlord may withhold consent based on Landlord’s disapproval of a proposed assignment, sublease or other Transfer. Any assignment, subletting or other Transfer by Subtenant in violation of this Section 8 shall place primary emphasis on the proposed transferee's reputation constitute a Subtenant Default, entitling Sublandlord to exercise any and creditworthiness, the character all of the business remedies provided herein for a Subtenant Default, including, but not limited to, termination of this Sublease or Subtenant’s right to be conducted by possession of the proposed transferee at the Subleased Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms null and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredvoid.

Consent Required. Notwithstanding the provisions of Section 30.4 ---------------- below, neither Tenant shall not nor any sublessee or assignee of Tenant shall, directly or indirectly, voluntarily assign or encumber its interest in this Lease by operation of law, sell, assign, encumber, pledge or in otherwise transfer or hypothecate all or any part of the PremisesPremises or Tenant's leasehold estate hereunder (each such act is herein referred to as an "Assignment"), or sublease sublet the Premises or any part portion thereof or all of permit the PremisesPremises to be occupied by anyone other than Tenant (each such act is herein referred to as a "Sublease"), without Landlord's prior consentwritten consent in each instance, which consent shall not be unreasonably withheldwithheld or delayed. Any assignment, encumbrance Assignment or sublease without Landlord's consent Sublease that is not in compliance with this Article 18 shall be voidable void and, at the option of Landlord's election, shall constitute a material default by Tenant under this Lease. In determining whether to approve The acceptance of Rent or Additional Charges by Landlord from a proposed assignment assignee, sublessee or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character occupant of the business Premises shall not constitute consent to such Assignment or Sublease by Landlord. Fifty percent (50%) of any and all amounts paid to Tenant as consideration for any Assignment, and fifty percent (50%) of the excess of the total amount of rent and other consideration paid under or in consideration for any Sublease over the Rent and Additional Charges payable hereunder, shall be conducted by payable to Landlord as Additional Charges. The right to such amounts is expressly reserved from the proposed transferee at grant of Tenant's leasehold estate for the Premises and the affect benefit of Landlord. Tenant shall use reasonable diligent efforts to collect all such assignment or subletting on the tenant mix in the Buildingamounts. In addition, Landlord shall have the right from time to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated time, upon reasonable advance notice, to consent review Tenant's records relating to any assignment such amounts payable to or subletting which increases received by Tenant. Notwithstanding the foregoing, (a) the co-location of equipment owned by Tenant's customers in the Premises shall not require the prior written consent of Landlord, provided that the agreement entered into by Tenant and Tenant's customers for such co-location of equipment shall provide that the customer acquires no possessory, leasehold or other real property right in the Premises or any other portion of the Project and does not obtain any of Tenant's rights under this Lease; and (b) any Assignment or Sublease of the Premises to any entity that (i) the Operating Costscontrols or is controlled by Tenant, (ii) the burden on the Building servicesis under common control with Tenant, or (iii) the foot traffic, elevator usage acquires all or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for substantially all of Tenant's obligations under this Leaseassets by merger, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment purchase, consolidation or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount reorganization with satisfaction of the Security Deposit net worth requirement set forth in Section 18.5 below (provided that Tenant shall notify Landlord of such merger, purchase, consolidation or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal optionsreorganization in accordance with Section 18.5 below), expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredrequire Landlord's prior approval.

Consent Required. Tenant shall not voluntarily assign or by operation of law, (1) mortgage, pledge, hypothecate or encumber its interest in this Lease or in any interest herein or (2) assign or transfer this Lease or any interest herein, sublease the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to occupy or use the Premises, or sublease any part or all of the Premisesportion thereof, without first obtaining the written consent of Landlord's prior consent, which consent shall not be unreasonably withheld, conditioned, or delayed as set forth below in this Section 12, provided that (i) Tenant is not then in default under this Lease applicable notice and cure periods. Any assignmentA transfer of greater than a fifty percent (50%) interest (whether stock, encumbrance partnership interest, membership interest or sublease without Landlord's consent otherwise) of Tenant, either in one (1) transaction or a series of transactions shall be voidable and, at Landlord's election, shall constitute a default by Tenant deemed to be an assignment under this Lease. In determining whether When Tenant requests Landlord’s consent to approve such assignment or subletting, it shall notify Landlord in writing of the name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide current and prior financial statements for the proposed assignee or subtenant, which financial statements shall be audited to the extent available. Tenant shall also provide Landlord with a copy of the proposed sublease or assignment agreement, including all material terms and conditions thereof. Landlord shall have the option, to be exercised within fifteen (15) days of receipt of the foregoing, to (1) terminate this Lease as of the commencement date stated in the proposed sublease or assignment, (2) sublease or take an assignment, as the case may be, from Tenant of the interest, or any portion thereof, in this Lease and/or the Premises that Tenant proposes to assign or sublease, on the same terms and conditions as stated in the proposed sublet or assignment agreement, (3) consent to the proposed assignment or sublease, Landlord shall place primary emphasis on or (4) refuse its consent to the proposed transferee's reputation assignment or sublease, providing that such consent shall not be unreasonably withheld, conditioned, or delayed so long as Tenant is not then in default under this Lease beyond applicable notice and creditworthiness, cure periods. In the character event Landlord elects to terminate this Lease or sublease or take an assignment from Tenant of the business to be conducted by interest, or portion thereof, in the proposed transferee at Lease and/or the Premises and the affect of such assignment that Tenant proposes to assign or subletting on the tenant mix sublease as provided in the Building. In additionforegoing clauses (1) and (2), respectively, then Landlord shall have the additional right to approve the specific form of any assignment negotiate directly with Tenant’s proposed assignee or sublease agreement. In no event shall Landlord be obligated subtenant and to consent to any assignment enter into a direct lease or subletting which increases (i) the Operating Costs, (ii) the burden occupancy agreement with such party on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease such terms as shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by acceptable to Landlord from any person other than Tenantin its sole and absolute discretion, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable hereby waives any claims against Landlord related thereto, including, without limitation, any claims for all of Tenant's obligations under this Lease, including the obligation any compensation or profit related to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment lease or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredoccupancy agreement.

Consent Required. Tenant shall not voluntarily assign or encumber its interest sublet the Premises or any part thereof without Landlord's prior written approval, which approval may be granted or withheld in Landlord's reasonable discretion, except as provided herein. Notwithstanding anything in this Lease or in to the Premisescontrary, Tenant may assign or sublease to an affiliate of Tenant without Landlord's consent, and Tenant shall promptly notify Landlord in writing of such assignment or sublease. If Tenant desires to assign this Lease or sublet any part or all of the PremisesPremises to any person or entity other than an affiliate of Tenant, without Tenant shall give Landlord written notice ninety (90) days prior to the anticipated effective date of the assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice and the information required hereunder to notify Tenant in writing that Landlord elects to either (a) terminate this Lease as to the space so affected as of the date so requested by Xxxxxx, or (b) permit Tenant to assign this Lease or sublet such space, subject, however, to Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance written approval of the proposed assignee or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed subtenant and of any related documents or agreements associated with the assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business such consent not to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases unreasonably withheld so long as (i) the Operating Costsuse of the Premises by such proposed assignee or subtenant would be a Permitted Use and would not in Landlord's opinion increase the use of the Premises or the Common Areas of the Project, (ii) the burden on proposed assignee or subtenant is of sound financial condition and is not an existing tenant or subtenant in the Building servicesProject, or (iii) the foot trafficproposed assignment or sublease would not be likely to result in any decrease in Rent, elevator usage and (iv) the proposed assignee or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord subtenant's use and operation will be compatible with other tenants in the Building being unreasonably compromised or reduced Project. If Landlord should fail to notify Tenant in writing of such election within said period, Landlord shall be deemed to have waived option (for examplea) above, but not exclusively, written approval by Landlord may deny consent of the proposed assignee or subtenant shall be required. Failure by Landlord to an assignment approve a proposed assignee or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord subtenant shall not be obligated to approve an assignment or subletting to (x) cause a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term termination of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease any part or all of the Premises, without Landlord's prior written consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior written consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Notwithstanding the provisions of Section 28.2 below, neither Tenant shall not nor any sublessee or assignee of Tenant shall, directly or indirectly, voluntarily assign or encumber its interest in this Lease by operation of law, sell, assign, encumber, pledge or in otherwise transfer or hypothecate all or any part of the PremisesPremises or Tenant's leasehold estate hereunder (each such act is herein referred to as an "Assignment"), or sublease sublet the Premises or any part portion thereof or all of permit the PremisesPremises to be occupied by anyone other than Tenant (each such act is herein referred to as a "Sublease"), without Landlord's prior consentwritten consent in each instance, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without ; provided that Landlord may withhold its consent in Landlord's sole and absolute discretion to any proposed Assignment or Sublease to any governmental agency. Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to a proposed Assignment or Sublease, it shall be voidable andreasonable for Landlord to withhold consent where (i) the proposed transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, (ii) Landlord shall place primary emphasis on reasonably disapproves of the proposed transferee's business operating ability or history, reputation and creditworthiness, or creditworthiness or the character of the business to be conducted by the proposed transferee at the Premises Premises, (iii) the proposed transfer would violate any "exclusive" rights of any tenants in the Building, (iv) the proposed transferee is an existing tenant of the Building and the affect Building has available for rent space that would be competing with the space proposed for the Assignment or Sublease, (v) the use by the proposed transferee would increase the parking requirements for the Building under applicable zoning and land use laws or applicable covenants relating to the Building, or (vi) Landlord otherwise reasonably determines that the proposed Assignment or Sublease would have the effect of such decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Building. In no event may Tenant publicly offer or advertise all or any portion of the Premises for assignment or subletting on the tenant mix sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the Building. In additionNotwithstanding anything contained herein to the contrary, Landlord Tenant shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costsright, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord consent and without releasing Tenant from any person other than Tenantliability hereunder, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions effect an Assignment of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment entity that is owned or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run controlled to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.extent of more than fifty

Consent Required. Tenant shall may not voluntarily assign or encumber its interest in this Lease or in and/or sublet the Demised Premises, or sublease any part or all thereof without in each instance obtaining the prior written consent of the Premises, without Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's The consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but may not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other necessity for such consent to any subsequent assignment or subsequent assignment, encumbrance subletting. This prohibition against assigning or sublease subletting shall be made without Landlord's prior consent. Neither an construed to include a prohibition against any assignment or subletting nor by operation of law and shall also include any transfer or conveyance of the collection corporate stock of Rent Tenant. If this Lease be assigned, or if the Demised Premises or any part thereof be underlet or occupied by Landlord from any person anybody other than Tenant, nor Landlord may collect rent from the application of any assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such Rent as provided in this Section assignment, under-letting, occupancy or collection shall be deemed a waiver of any this covenant, or the acceptance of the provisions assignee, under-tenant or occupancy as Tenant, or a release of this Section or release Tenant from its obligation to comply with the terms and provisions further performance by Tenant of this Lease and covenants on the part of Tenant herein contained. Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this Lease and primarily liable for all shall not be released from performing any of Tenant's obligations under this Leasethe terms, including the obligation to pay Rent under covenants, and conditions of this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease Tenant shall remain pay to Landlord any reasonable costs and expenses (including legal fees incurred by Landlord in full force and effect following any connection with such assignment or subletting. Landlord may condition approval Notwithstanding the foregoing, Tenant shall have the right, without obtaining the Landlord's consent, to sublet portions of an assignment or subletting hereunder on an increase the Demised Premises for use as physical therapy, day care, health cafe, day spa, hair salon, and sale of clothing and fitness equipment; provided that no such sublease shall be for more than 2,500 square feet or, in the amount case of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal optionsday care, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred10,000 square feet.

Consent Required. Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease any part or all of the Premises, without Landlord's ’s prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's ’s consent shall be voidable and, at Landlord's ’s election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's ’s reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In , in no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's ’s permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office). Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's ’s foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's ’s prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's ’s obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's ’s obligations under this Lease shall remain in full force and effect following any such assignment or subletting. In addition to Landlord’s other rights under this Section, Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's ’s or sublessee's ’s obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal or extension options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Except as otherwise expressly permitted in Section 15.10 (Permitted Sublease) herein, neither Tenant shall not voluntarily assign nor Tenant's legal 45 52 representatives or successors in interest shall, by operation of law or otherwise, transfer, assign, mortgage or otherwise encumber its interest in this Lease (any of such to be considered an assignment for purposes of this Article), nor sublet nor suffer or permit the Demised Premises or any part thereof to be used or occupied by others (any of such to be considered a subletting for purposes of this Article), without the prior written consent of Landlord in the Premiseseach instance. If this Lease is assigned, or sublease if the Demised Premises or any part or all of the Premises, without Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusivelythereof are sublet, Landlord may deny consent to an assignment collect Rent from the assignee, subtenant or subletting where occupant, and apply the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales net amount collected to the public (unless Tenant's permitted use is retail sales)Rent herein reserved, a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any but no assignment, encumbrance subletting, occupancy or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any the provisions hereof, the acceptance of the provisions assignee, subtenant or occupant as tenant, or a release of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent or liabilities under this Lease. Any personal guarantee(s) The consent of Tenant's obligations under this Lease Landlord to an assignment or subletting shall remain not in full force and effect following any such way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a separate sublease. If any lien is filed against the Demised Premises or the Project or the Building for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within thirty (30) days thereafter, at Tenant's expense, by filing the bond required by law or otherwise and paying any other necessary sums, and Tenant agrees to indemnify and defend Landlord may condition approval of an assignment and its agents and hold them harmless from and against any and all claims, losses or subletting hereunder on an increase in the amount liability resulting from such alleged brokerage services. All liens which are discharged by bonding shall, upon final resolution of the Security Deposit or on receipt dispute giving rise thereto, be removed of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder record by Tenant at its sole cost and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredexpense.

Consent Required. (a) Tenant shall may not voluntarily assign or encumber its in any manner transfer or grant or suffer any encumbrance of Tenant’s interest in in, this Lease in whole or in part, nor sublet all or any portion of the Leased Premises, or sublease grant a license concession or other right of occupancy of any part or all portion of the Leased Premises, without Landlord's the prior written consent of Landlord in each instance. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. It is understood that Landlord may refuse to grant consent to any assignment or subletting by Tenant with or without cause and without stating in its refusal to grant such consent the reasons for which it refuses to grant such consent arbitrarily and may not, under any circumstances, be required or compelled to grant such consent, which however such consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall If this Lease be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building servicesassigned, or (iii) if the foot traffic, elevator usage Leased Premises or security concerns in the Building, any part thereof be sublet or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to occupied by any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person party other than Tenant, nor Landlord may collect rent from the application of any assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such Rent as provided in this Section assignment, subletting, occupancy or collection shall be deemed a waiver of any this covenant, or the acceptance of the provisions assignee, subtenant or occupant as Tenant, or a release of this Section or release Tenant from its obligation the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against assignment or subletting shall be construed to comply with the terms and provisions include prohibition against any assignment or subleasing by operation of this Lease and law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this Lease and primarily liable for all shall not be released from performing any of Tenant's obligations under the terms, covenants and conditions of this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant shall not voluntarily assign or by operation of law, (1) mortgage, pledge, hypothecate or encumber its interest in this Lease or in any interest herein, (2) assign or transfer this Lease or any interest herein, sublease the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to occupy or use the Premises, or sublease any part or all of the Premisesportion thereof, without first obtaining the written consent of Landlord's prior consent, which consent shall not be withheld unreasonably withheldas set forth below in this Section 12, provided that (i) Tenant is not then in default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, or both, would constitute a default hereunder, and (ii) Tenant has not previously assigned or transferred this Lease or any interest herein or subleased the Premises or any part thereof. Any assignment, encumbrance or sublease without When Tenant requests Landlord's consent to such assignment or subletting, it shall notify Landlord in writing of the name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide current and prior financial statements for the proposed assignee or subtenant, which financial statements shall be voidable andaudited to the extent available and shall in any event be prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the proposed sublease or assignment agreement, at Landlord's electionincluding all material terms and conditions thereof. Landlord shall have the option, shall constitute a default by to be exercised within thirty (30) days of receipt of the foregoing, to (1) terminate this Lease as of the commencement date stated in the proposed sublease or assignment, (2) sublease or take an assignment, as the case may be, from Tenant under of the interest, or any portion thereof, in this Lease. In determining whether Lease and/or the Premises that Tenant proposes to approve a assign or sublease, on the same terms and conditions as stated in the proposed sublet or assignment agreement, (3) consent to the proposed assignment or sublease, Landlord shall place primary emphasis on or (4) refuse its consent to the proposed transferee's reputation and creditworthinessassignment or sublease, providing that such consent shall not be unreasonably withheld so long as Tenant is not then in default under this Lease nor is any event then 13 occurring which with the character giving of notice or the passage of time, or both, would constitute a default hereunder. In the event Landlord elects to terminate this Lease or sublease or take an assignment from Tenant of the business to be conducted by interest, or portion thereof, in the proposed transferee at Lease and/or the Premises and the affect of such assignment that Tenant proposes to assign or subletting on the tenant mix sublease as provided in the Building. In additionforegoing clauses (1) and (2), respectively, then Landlord shall have the additional right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless negotiate directly with Tenant's permitted use is retail sales), proposed assignee or subtenant and to enter into a personnel direct lease or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building occupancy agreement with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease such party on such terms as shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by acceptable to Landlord from any person other than Tenantin its sole and absolute discretion, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable hereby waives any claims against Landlord related thereto, including, without limitation, any claims for all of Tenant's obligations under this Lease, including the obligation any compensation or profit related to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment lease or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredoccupancy agreement.

Consent Required. Landlord acknowledges Tenant may sublet portions of the Premises (not to exceed a total of sixty percent (60%) of the Premises) to Globaltech, Inc. and Bane & Associates, provided such subtenants enter into written subleases reasonably satisfactory to Landlord. Tenant shall not voluntarily assign otherwise sublet or encumber its interest in the whole or any part of the Promises, nor shall this Lease or in any interest thereunder be assignable (for security purposes or otherwise) or transferable, voluntarily or involuntarily, by operation of law or by any process or proceeding of any court or otherwise without the Premises, or sublease any part or all prior written consent of the Premises, without Landlord's prior consent, which consent shall not be unreasonably withheld. Any In determining whether to consent to a proposed assignment or subletting, Landlord may consider any commercially reasonable basis for approving or disapproving the proposed subletting or assignment, encumbrance including without limitation any of the following: (i) the experience or business reputation of the proposed assignee or sublessee, (ii) whether the clientele, personnel or foot traffic which will be generated by the business of the proposed assignee or sublessee is consistent in Landlord's opinion with the businesses of other tenants of the Building, (iii) notwithstanding that Tenant or others may remain liable under this Lease, if Tenant will be vacating the Premises, whether the proposed assignee or sublessee has a net worth and financial strength and credit record satisfactory to Landlord, and (iv) whether the use of the Premises by the proposed assignee or sublessee will be substantially the same as the use of the Premises by Tenant, or whether such use is consistent with the businesses of other tenants then occupying the Building, and whether such use will violate or create any potential violation of any laws or a breach or violation of any other lease or agreement by which Landlord is bound. Any assignment or sublease without Landlord's consent shall be voidable andprior written consent, at Landlord's electionoption, shall constitute a default by Tenant under this Leasebe void. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any No assignment or sublease agreementshall release Tenant from primary liability hereunder. In no event Each assignment and sublease shall Landlord be obligated by an instrument in writing in form satisfactory to Landlord. The granting of consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord given transfer shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section consent requirement as to future transfers. Tenant shall also pay all legal fees and no other or subsequent assignment, encumbrance or sublease shall be made without costs incurred by Landlord in connection with Landlord's prior consentconsideration of Tenant's request for approval of assignments or subleases, including assignments for security purposes. Neither an Tenant shall deliver to Landlord with its request for Landlord's approval of a proposed assignment or subletting nor the collection a fee of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section $100.00 which shall be deemed a waiver of any of credited against the provisions of this Section or release fees and costs payable by Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run pursuant to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredpreceding sentence.

Consent Required. Notwithstanding the provisions of Section 30.4 ---------------- below, neither Tenant shall not nor any sublessee or assignee of Tenant shall, directly or indirectly, voluntarily assign or encumber its interest in this Lease by operation of law, sell, assign, encumber, pledge or in otherwise transfer or hypothecate all or any part of the PremisesPremises or Tenant's leasehold estate hereunder (each such act is herein referred to as an "Assignment"), or sublease sublet the Premises or any part portion thereof or all of permit the PremisesPremises to be occupied by anyone other than Tenant (each such act is herein referred to as a "Sublease"), without Landlord's prior consentwritten consent in each instance, which consent shall not be unreasonably withheldwithheld or delayed. Any assignment, encumbrance Assignment or sublease without Landlord's consent Sublease that is not in compliance with this Article 18 shall be voidable void and, at the option of Landlord's election, shall constitute a material default by Tenant under this Lease. In determining whether to approve The acceptance of Rent or Additional Charges by Landlord from a proposed assignment assignee, sublessee or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character occupant of the business Premises shall not constitute consent to such Assignment or Sublease by Landlord. Seventy-five percent (75%) of the total amount paid to Tenant which is attributable to this Lease in connection with any Assignment, and seventy-five percent (75%) of the excess of the total amount of rent and other consideration paid under or in consideration for any sublease over the Rent and Additional Charges payable hereunder, shall be conducted by payable to Landlord as Additional Charges. The right to such amounts is expressly reserved from the proposed transferee at grant of Tenant's leasehold estate for the Premises and the affect benefit of Landlord. Tenant shall use reasonable diligent efforts to collect all such assignment or subletting on the tenant mix in the Buildingamounts. In addition, Landlord shall have the right from time to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated time, upon reasonable advance notice, to consent review Tenant's records relating to any assignment such amounts payable to or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless received by Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. (a) Tenant shall may not voluntarily assign or encumber its in any manner transfer or grant or suffer any encumbrance of Tenant's interest in in, this Lease in whole or in part, nor sublet all or any portion of the Leased Premises, or sublease grant a license concession or other right of occupancy of any part or all portion of the Leased Premises, without Landlord's the prior written consent of Landlord in each instance. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. It is understood that Landlord may refuse to grant consent to any assignment or subletting by Tenant with or without cause and without stating in its refusal to grant such consent the reasons for which it refuses to grant such consent arbitrarily and may not, under any circumstances, be required or compelled to grant such consent, which however such consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall If this Lease be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building servicesassigned, or (iii) if the foot traffic, elevator usage Leased Premises or security concerns in the Building, any part thereof be sublet or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to occupied by any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person party other than Tenant, nor Landlord may collect rent from the application of any assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such Rent as provided in this Section assignment, subletting, occupancy or collection shall be deemed a waiver of any this covenant, or the acceptance of the provisions assignee, subtenant or occupant as Tenant, or a release of this Section or release Tenant from its obligation the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against assignment or subletting shall be construed to comply with the terms and provisions include prohibition against any assignment or subleasing by operation of this Lease and law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this Lease and primarily liable for all shall not be released from performing any of Tenant's obligations under the terms, covenants and conditions of this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant shall not voluntarily assign sell, transfer, assign, sublet, enter into any license, management or encumber concession agreements, change ownership, pledge, mortgage or hypothecate this Lease or Tenant's interest in and to the Premises (hereafter "Disposition") without the prior written consent of Landlord. Any Disposition without Landlord's written consent shall be void and confer no rights upon any third person. Without in any way limiting Landlord's right to refuse to give such consent for any other reason or reasons, Landlord reserves the right to refuse to give such consent if Tenant is in default hereunder or if in Landlord's business judgment the quality of merchandising operation on the Premises is or may be in any way adversely affected during the Lease Term or the financial worth of the proposed new tenant is less than that of Tenant or of Tenant's guarantor, as the case may be. Nothing in this paragraph shall relieve or release Tenant and any guarantor from its covenants and obligations for the Lease Term. Tenant agrees to reimburse Landlord for Landlord's reasonable attorneys' fees incurred in conjunction with the processing and documentation of any requested Disposition. No interest in this Lease shall pass to any trustee or receiver in bankruptcy, to any estate of Tenant, to any assignee of Tenant for the benefit of creditors or to any other party by operation of law or otherwise without Landlord's written consent. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by any party other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but not such assignment, underletting, occupancy, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as Tenant, or a releasal of Tenant from ____ other performance by Tenant of _______ on the part of Tenant herein contained. This prohibition against __ position shall be construed to include a prohibition against any assignment or subleasing by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary and a prohibition against any encumbrance of all and any part of Tenant's leasehold interest in the Premises, or sublease any part or all of . Notwithstanding the Premises, without Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether foregoing to approve a proposed assignment or subleasethe contrary, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being not unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny withhold its consent to an assignment or subletting where if the space will be used for assignee or sublessee, as the case may be, (i) operates the Premises pursuant to a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall which does not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of violate any of the provisions use restrictions granted to any of this Section or release Tenant from its obligation the tenants in the Shopping Center; (ii) operate the Premises pursuant to comply a use which does not conflict with any existing use in the Shopping Center; (iii) operates the Premises pursuant to a use which is consistent with the terms quality and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount character of the Security Deposit Shopping Center; and (iv) has a net worth that is equal to or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredgreater than Tenant's.

Consent Required. The Tenant shall will not voluntarily assign this Lease in whole or in part, nor sublet all or any part of the Leased Premises, nor mortgage or encumber its interest in this Lease or in the PremisesLeased Premises or any part thereof, nor suffer or permit the occupation of, or sublease part with or share possession of all or any part or of the Leased Premises by any Person (all of the Premisesforegoing being hereinafter collectively referred to as a "Transfer"), without Landlord's the prior consentwritten consent of the Landlord in each instance, which consent shall may not be unreasonably withheld. Any assignmentThe consent by the Landlord to any Transfer, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's electionif granted, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions necessity for such consent to any subsequent Transfer. This prohibition against a transfer is construed so as to include a prohibition against any Transfer by operation of law and no Transfer shall take place by reason of a failure by the Landlord to reply to a request by the Tenant for consent to a Transfer. If there is a permitted Transfer of this Section Lease, the Landlord may collect rent from the assignee, sub or occupant (all of the foregoing being hereinafter collectively referred to as the "Transferee"), and apply the next amount collected to the Rent required to be paid pursuant to this Lease, but no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor acceptance by the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section payments by a Transferee shall be deemed a waiver of this covenant, or the acceptance of the Transferee as Tenant, or a release of the Tenant from the further performance by the Tenant of the covenants or obligations on the part of the Tenant herein contained. Any document or consent evidencing such transfer of this Lease is permitted or consented to by the Landlord shall be prepared by the Landlord or its solicitors, and all reasonable legal and administrative costs with respect thereto shall be paid by the Tenant to the Landlord forthwith upon demand. Any consent by the Landlord shall be subject to the Tenant causing any such Transferee to promptly execute an agreement directly with the Landlord agreeing to be bound by all of the terms, covenants and conditions in this Lease as if such transferee had originally executed this Lease as Tenant. Notwithstanding any such Transfer permitted or consented to by the Landlord, the Tenant shall be jointly and severally liable with the Transferee on this Lease and shall not be released from performing any of the provisions terms, covenants and conditions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant shall not voluntarily assign sell, assign, mortgage, pledge or encumber its interest in any manner transfer this Lease or in any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments therein, nor grant any other use or sublease occupancy right to any other person or entity to use all or any part or all of the PremisesPremises whether directly, indirectly or by operation of law or whether voluntarily or involuntarily (any of the foregoing being a "transfer"), without Landlord's prior consentwritten consent in each instance at Landlord's sole and absolute discretion. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the entire Hotel Complex the unique attraction of Tenant's trade name set forth in the Basic Lease Information and the unique merchandising mix and product line associated with Tenant's business as described in Basic Lease Information, which consent and Landlord has specifically relied on the identity and special skill of Tenant in its ability to conduct the specific business identified in Basic Lease Information, and the foregoing prohibition on assignment or subletting or the like is expressly agreed to by Tenant as a material consideration and inducement to Landlord to lease to Tenant. Tenant hereby acknowledges that the foregoing provisions of this Section 13.1 constitute a freely negotiated restraint on alienation. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of Law and nothing contained herein shall be unreasonably withhelddeemed to in any way limit Landlord's rights to oppose the assumption and/or assignment of this Lease in any Tenant bankruptcy proceedings. Any assignment, encumbrance or sublease purported transfer made without Landlord's consent shall be voidable andfull compliance with the provisions of this Section 13 shall, at Landlord's election, be void and shall constitute a default by Tenant under confer no rights upon any third person. If this Lease. In determining whether to approve a proposed assignment Lease is assigned or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment part sublet or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent occupied by Landlord from any person anybody other than Tenant, nor Landlord may collect rent from the application assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of any such Rent as provided in this Section rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment (i) as to which Landlord has consented, or (ii) which is made by reason of and in accordance with the provisions of this Section any statute, including, without limitation, the Laws governing bankruptcy, insolvency or release Tenant from its obligation receivership shall be subject to comply with the all terms and provisions conditions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to be effective or deemed valid unless, at the assignee or subtenant, it being agreed by the parties hereto that any time of such rights and options are personal to Tenant named herein and may not be transferred.assignment:

Consent Required. Tenant shall not voluntarily may assign or encumber its interest in this Lease sublet all or in the Premises, or sublease any part or all of the Premises, without ---------------- Leased Premises upon receipt of consent from the Landlord's prior consent, which consent shall will not be unreasonably withheld. Any assignment, encumbrance delayed, or sublease without conditioned if Tenant's proposed assignee or sublessee is in Landlord's reasonable determination at least as creditworthy as Tenant, and the proposed use of the assignee or sublessee is not materially different than Tenant's use. Otherwise, Landlord may consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether or deny consent to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of sublease at its discretion. The Consent in no event will be granted for any of the business following "Noxious Uses" including but not limited to be conducted non-retail purposes or for any entertainment purposes such as a bowling alley, a movie theater, a flea market, a skating rink, a bar (except for restaurants with liquor licenses that include bars) a nightclub, a discotheque, an amusement gallery or a poolroom or for an establishment selling or exhibiting pornographic materials, a health club, a gas station, an automobile repair shop, a sales office or showroom for automobiles, an off-track betting establishment, a bingo parlor, a furniture store or a flea market or House of Worship. The consent by the proposed transferee at the Premises and the affect of such Landlord to any assignment or subletting on shall not constitute a waiver of the tenant mix necessity for such consent in any subsequent assignment or subletting. The foregoing shall be construed to include a prohibition against any voluntary or involuntary assignment or subletting arising by operation of law. If Tenant can establish that it has met the conditions for approval of an assignment relating to use and creditworthiness described above, and Landlord withholds its consent nonetheless, Tenant may, upon ten (10) days advance notice to Landlord, terminate this Lease and be released from all liability hereunder from and after the termination date. If an assignment is approved by Landlord and the creditworthiness and use standards described above are met, and if otherwise agreed by Landlord or otherwise provided herein, Tenant may be fully released from performing any of the terms, covenants and conditions hereof. If Tenant is a corporation or partnership, any sale, transfer, leveraged buyout or other disposition of more than fifty percent (50%) of the corporate stock or more than fifty percent (50%) of partnership ownership, or any reorganization or restructuring shall not be deemed an assignment or sublease for which approval is required unless the transaction results in the Buildingnet worth of Tenant decreasing by more than ten percent (10%). In additionIf Tenant is not released from this Lease pursuant to the terms of this Paragraph, it shall remain fully liable for the performance of this Lease as Tenant. Subject to Tenant's rights described in this Paragraph, Landlord shall have the right to approve the specific form sell, convey, transfer or assign all or any part of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns its interest in the Buildingreal Leased Premises or Shopping Center, and Tenant agrees to attorn to Landlord's purchaser or creates an increased probability assignee. All covenants and obligations of Landlord under this Lease shall cease upon the comfort and/or safety execution of the Landlord and other tenants in the Building being unreasonably compromised such conveyance, transfer or reduced (for exampleassignment, but not exclusively, Landlord may deny consent to an assignment such covenants and obligations shall run with the land and shall be binding upon the subsequent owner or subletting where the space will be used for a school owners thereof or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent Landlord shall give Tenant notice of its intention to market the Leased Premises and/or the Shopping Center for sale to a third party, and also five (5) days advance notice of its intention to accept an offer to sell any assignmentinterest that it has in the Leased Premises or the Shopping Center, encumbrance or sublease shall constitute a waiver and the monetary terms and conditions of the provisions offer. Tenant shall within the five (5) day period, notify Landlord if it elects to acquire the property that is the subject of this Section and no other or subsequent assignment, encumbrance or sublease the offer. Failure to respond to the Landlord's notice shall be made without Landlorddeemed a rejection of the offer. If Landlord intends to accept an offer but has not given Tenant preliminary notice of its intention to market the property, then the Tenant's prior consentfive day election period shall be extended to twenty-five (25) days. Neither an assignment It is the intention of the parties that the Tenant shall have no less than twenty-five (25) days to evaluate its interest in acquiring the Leased Premises or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided Shopping Center. Nothing in this Section shall be deemed a waiver prohibit B. K. Campbell, Inc. from conveyixx xxx xx xxx portion of the Shopping Center or Leased Premises to Brian Campbell, his immediate faxxxx xxxxxxx, successors, or assigns (or any trust for the benefit of any of the provisions of this Section or release Tenant from its obligation foregoing) for valid estate planning purposes. Any such conveyance shall be under and subject to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant Neither Tenant, nor Tenant's legal representatives, successors or assigns shall not voluntarily assign mortgage or encumber its interest in this Lease Lease, and any such mortgage or in encumbrance shall be voidable, at the Premisesoption of Landlord. Except as provided below, neither Tenant, nor Tenant's legal representatives, successors or assigns, shall assign this Lease, or sublease sublet, or use or occupy or permit the Demised Premises or any part thereof to be used or all of the Premisesoccupied by others, without the prior consent of Landlord's prior consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Any assignment, encumbrance sublease or sublease permission without Landlord's such consent shall be voidable andvoidable, at the option of Landlord's election, . If this Lease shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building servicesassigned, or (iii) if the foot traffic, elevator usage Demised Premises or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease part thereof shall be made without Landlord's prior consent. Neither an assignment sublet or subletting nor the collection of Rent occupied by Landlord from any person party other than Tenant, nor Landlord may, after default by Tenant and the application of failure to cure such default during any applicable cure periods, collect rent from the assignee, subtenant or occupant and apply the net amount collected to the rent herein reserved, but no such Rent as provided in this Section assignment, subletting, occupancy or collection shall be deemed a waiver of any this covenant, or the acceptance of the provisions assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the obligations on the part of Tenant herein contained. Any sale or other transfer, including transfer by consolidation, merger or reorganization, of a majority of the voting stock of Tenant, if Tenant is a corporation, or any sale or other transfer of a majority of the partnership interests in Tenant, if Tenant is a partnership, shall not be an Assignment for purposes of this Section Article 3; and therefore, shall not require the prior consent of Landlord. No assignment, whether with or release without Landlord's consent, shall relieve Tenant from its obligation to comply with the terms covenants and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant shall not voluntarily assign assign, encumber, mortgage, pledge, license, hypothecate or encumber its interest in otherwise transfer the Premises or this Lease whether voluntarily, by operation of law or in otherwise, or sublease all or any part of the Premises, or sublease any part permit the use or all occupancy of the PremisesPremises by any party other than Tenant, without the prior written consent of Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignmentIn exercising such right of approval or disapproval, encumbrance or sublease without Landlord's consent Landlord shall be voidable andentitled to take into account any fact or factor which Landlord reasonably deems relevant to such decision, at including but not necessarily limited to the following, all of which are agreed to be reasonable factors for Landlord's election’s consideration: (i) the financial strength of the proposed assignee or subtenant, shall constitute including but not limited to the adequacy of its working capital to pay all expenses anticipated in connection with any proposed remodeling of the Premises; (ii) the business reputation, character, history and nature of the business of the proposed assignee or subtenant; (iii) whether the proposed assignee or subtenant is a person with whom Landlord has negotiated for space in the Building during the twelve (12) month period ending with the date Landlord receives notice of such proposed assignment or subletting; (iv) whether the proposed assignee or subtenant is a governmental entity or agency; (v) the proposed use of the Premises by such proposed assignee or subtenant and the compatibility of such proposed use with (i) Landlord’s strategic plan, and (ii) the quality and nature of uses by other tenants; (vi) whether the proposed use would cause a violation of any other rights granted by Landlord to other tenants; (vii) whether the proposed use of the Premises would adversely impact the parking or other services provided for other tenants generally; (viii) whether there then exists any default by Tenant pursuant to this Lease or any non-payment or nonperformance by Tenant under this Lease which, with the passage of time or the giving of notice, would constitute a default under this Lease. In determining whether to approve a proposed assignment or sublease; and (ix) Landlord’s reasonable determination that each and every covenant, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building servicescondition, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent obligation imposed upon Tenant by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully each and primarily liable for all of Tenant's obligations under this Leaseevery right, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under remedy, or benefit afforded Landlord by this Lease shall remain in full force and effect following any is not impaired or diminished by such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant shall not voluntarily or involuntarily assign or encumber its interest in this Lease in whole or in the Premisespart, nor sublet all or sublease any part or all of the Premises, Leased Premises without Landlord's following the procedures detailed herein and the prior consentwritten consent of Landlord in each instance, which consent may be granted or withheld in Landlord's sole discretion. In the case of any assignment or sublet, the Landlord shall be entitled to fifty percent (50%) of any profit made by Tenant. As used herein, the term "profit" shall be limited to the amount paid by the assignee or sublessee to Landlord and/or Tenant in excess of all payments otherwise due Landlord under this Lease and shall not be unreasonably withheld. Any assignment, encumbrance include any proceeds or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default profit received by Tenant under this Lease. In determining whether to approve a proposed assignment for the sale or subleaselease of fixtures, Landlord shall place primary emphasis on the proposed transferee's reputation furniture, and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Buildingequipment. In addition, Landlord shall have the right be entitled to approve the specific form receive a processing fee of $1,000.00 for any assignment or sublease agreementapproved assignment. In no event shall The consent by Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other necessity for such consent in any subsequent assignment or subsequent assignment, encumbrance or sublease subletting. The foregoing shall be made without Landlord's prior consent. Neither an construed to include a prohibition against any voluntary or involuntary assignment or subletting nor arising by operation of law. In the collection of Rent by Landlord event that Tenant receives a bona fide written offer from any person other than Tenant, nor a third party for the application of any such Rent as provided in this Section shall be deemed a waiver of any sublease or assignment of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Leased Premises, Tenant shall remain fully and primarily liable for all forthwith notify Landlord in writing attaching a copy of said offer, of Tenant's obligations under desire to sublet or assign this Lease upon the terms of said offer, whereupon Landlord shall have thirty (30) days to accept or reject said assignment or sublease, or at Landlord's sole option cancel and terminate this Lease, including the obligation right to pay Rent under enter into a direct lease with the proposed assignee or subtenant before or after such termination. Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants and conditions hereof. If Tenant is a corporation or partnership, any sale, transfer, leveraged buyout or other disposition of more than fifty percent (50%) of the corporate stock or more than fifty percent (50%) of partnership ownership, or any reorganization or restructuring which results in the net worth of Tenant decreasing by more than ten percent (10%) shall be deemed to be an assignment. Landlord shall have the right to sell, convey, transfer or assign all or any part of its interest in the real property and the buildings of which the Leased Premises are a part or its interest in this Lease, and Tenant agrees to attorn to Landlord's purchaser or assignee. Any personal guarantee(s) All covenants and obligations of Tenant's obligations Landlord under this Lease shall remain in full force cease upon the execution of such conveyance, transfer or assignment, but such covenants and effect following any such assignment obligations shall run with the land and shall be binding upon the subsequent owner or subletting. Landlord may condition approval owners thereof or of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant shall not directly or indirectly, whether voluntarily assign or by operation of law, assign, transfer, mortgage or otherwise encumber its all or any part of Tenant's interest in this Lease or in the Premises, and shall not directly or sublease indirectly sublet, license or permit another to occupy or use all or any part or all of the Premises, without Landlord's the prior consent, which consent of Landlord in each instance. Landlord shall not be unreasonably withheld. Any assignment, encumbrance withhold or delay its consent to any proposed assignment of Xxxxxx's interest in this Lease or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted Premises by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In additionTenant, Landlord but shall have the right to approve withhold its consent should Landlord deem any of the specific form conditions set out in Sections 18.3 and 18.4 to have not been satisfied or to not be satisfactory to Landlord. In the event of any assignment other proposed transfer, mortgage, encumbrance, license or sublease agreement. In no event shall Landlord be obligated to consent to occupancy of all or any assignment part of Tenant's interest in this Lease or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusivelyPremises, Landlord may deny withhold its consent to an assignment in its sole discretion. Any attempted assignment, transfer, mortgage, encumbrance, subletting, licensing or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant other occupancy of the Building or (y) a prospective tenant Premises without Landlord’s consent shall, at the option of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term , constitute grounds for termination of this Lease. No The sale, assignment, transfer or disposition, whether for value, by operation of law, gift, will, or intestacy, of (a) twenty-fivefifty one percent (2551%) or more of the issued outstanding stock of Tenant if Tenant is a corporation, or (b) the 51% interest of any general partner, member, joint- venturer, or co-tenant, if Tenant is a partnership, limited liability company, joint venture, or co- tenancy, shall be deemed an assignment of this Lease under this Section 18.1. Xxxxxxxx’s consent to any assignment, encumbrance one assignment or sublease shall constitute not be deemed to be a waiver of consent to any other assignment or sublease. Any attempt by Tenant to assign or sublease the provisions Premises in violation of this Section and no other or subsequent assignment, encumbrance or sublease Article 18 shall be made without void and of no force or effect and may, at the option of Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations default under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant shall not voluntarily assign sublet or encumber its interest in this Lease the whole or in the Premises, or sublease any part or all of the Premises, nor shall this Lease or any interest thereunder be assignable (for security purposes or otherwise) or transferable, voluntarily or involuntarily, by operation of law or by any process or proceeding of any court or otherwise without the prior written consent of Landlord's prior consent, which consent shall not be unreasonably withheld. Any In determining whether to consent to a proposed assignment or subletting, Landlord may consider any commercially reasonable basis for approving or disapproving the proposed subletting or assignment, encumbrance including without limitation any of the following: (i) the experience or business reputation of the proposed assignee or sublessee, (ii) whether the clientele, personnel or foot traffic which will be generated by the business of the proposed assignee or sublessee is consistent in Landlord's opinion with the businesses of other tenants of the Buildings, (iii) notwithstanding that Tenant or others may remain liable under this Lease, whether the proposed assignee or sublessee has a net worth and financial strength and credit record satisfactory to Landlord, and (iv) whether the use of the Premises by the proposed assignee or sublessee will be substantially the same as the use of the Premises by Tenant, or whether such use is consistent with the businesses of other tenants then occupying the Buildings, and whether such use will violate or create any potential violation of any laws or a breach or violation of any other lease or agreement by which Landlord is bound. Any assignment or sublease without Landlord's consent shall be voidable andprior written consent, at Landlord's electionoption, shall constitute a default by Tenant under this Leasebe void. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any No assignment or sublease agreementshall release Tenant from primary liability hereunder. In no event Each assignment and sublease shall Landlord be obligated by an instrument in writing in form satisfactory to Landlord. The granting of consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord given transfer shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section consent requirement as to future transfers. Tenant shall also pay all legal fees and no other or subsequent assignment, encumbrance or sublease shall be made without costs incurred by Landlord in connection with Landlord's prior consentconsideration of Tenant's request for approval of assignments or subleases, including assignments for security purposes. Neither an Tenant shall deliver to Landlord with its request for Landlord's approval of a proposed assignment or subletting nor the collection a fee of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section $500.00 which shall be deemed a waiver of any of credited against the provisions of this Section or release fees and costs payable by Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run pursuant to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredpreceding sentence.

Consent Required. Tenant shall not voluntarily assign sell, transfer, assign, sublet, enter into any license, management or encumber concession agreements, change ownership, pledge, mortgage or hypothecate this Lease or Tenant's interest in and to the Premises (hereafter "Disposition") without the prior written consent of Landlord which may be arbitrarily withheld. Any Disposition without Landlord's written consent shall be void and confer no rights upon any third person. Without in any way limiting Landlord's right to refuse to give such consent for any other reason or reasons, Landlord reserves the right to refuse to give such consent if Tenant is in default hereunder or if in Landlord's business judgment the quality of merchandising operation on the Premises is or may be in any way adversely affected during the ],ease Term or the financial worth of the proposed new tenant is less than that of Tenant or of Tenant's guarantor, as the case may be. Nothing in this paragraph shall relieve or release Tenant and any guarantor from its covenants and obligations for the Lease Term. Tenant agrees to reimburse Landlord for Landlord's reasonable attorneys' fees incurred in conjunction with the processing and documentation of any requested Disposition. No interest in this Lease shall pass to any trustee or receiver in bankruptcy, to any estate of Tenant, to any assignee of Tenant for the Premises, benefit of creditors or sublease to any part other party by operation of law or all of the Premises, otherwise without Landlord's prior written consent. If this Lease is assigned, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at if the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment part thereof is underlet or sublease agreement. In no event shall Landlord be obligated to consent to occupied by any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person party other than Tenant, nor Landlord may collect rent from the application of any assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such Rent as provided in this Section assignment, underletting, occupancy, occupancy or collection shall be deemed a waiver of any this covenant, or the acceptance of the provisions assignee, subtenant, or occupant as Tenant, or a releasal of this Section or release Tenant from its obligation the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against a Disposition shall be construed to comply with the terms include a prohibition against any assignment or subleasing by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary and provisions a prohibition against any encumbrance of this Lease all and Tenant shall remain fully and primarily liable for all any part of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase leasehold interest in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredPremises.

Consent Required. Tenant shall not voluntarily assign or encumber its interest in this Lease in whole or in the Premisespart, nor sublet all or sublease any part or all of the Premisesleased premises, without Landlord's the prior consent, written consent of Landlord in each instance which consent shall not be unreasonably withheld. Any assignmentwithheld or delayed, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, except that Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have retain the right to approve reject on the specific form basis of any assignment or sublease agreementfinancial strength of the proposed Sub-Tenant. In no event shall Consent by Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other necessity for such consent to any subsequent assignment or subsequent assignment, encumbrance subletting. This prohibition against assigning or sublease subletting shall be made without Landlord's prior consent. Neither an construed to include a prohibition against any assignment or subletting nor by operation of law. If this Lease be assigned, or if the collection of Rent leased premises or any part thereof be underlet or occupied by Landlord from any person anybody other than Tenant, nor Landlord may collect rent from the application of any assignee, under-tenant or occupant and apply the net amount collected to the rent herein reserved, but no such Rent as provided in this Section assignment, undersetting, occupancy or collection shall be deemed a waiver of this covenant or the acceptance of the assignee, under-tenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. In the event of any sublease of all or any portion of the demised premises where the rental reserved in the sublease exceeds the rental or pro rata portion of the rental, as the case may be, for such space reserved in this Lease, Tenant shall pay the Landlord monthly, as additional rent, the excess of the rental reserved in the sublease over the rental reserved in this Lease applicable to the subleased space. Notwithstanding any assignment or sublease, Tenant shall remain full liable on this Lease and shall not be released from performing any of the provisions terms, covenants, and conditions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant agrees that in the event the demised premises or any part thereof are sublet by him or for his account, or if Tenant's obligations rights under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in be assigned, the amount Agent shall have the exclusive right to act as agent of the Security Deposit Tenant for such subletting or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder assigning and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run be entitled to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredusual commission for its services.

Consent Required. Tenant shall not voluntarily assign sell, assign, mortgage, pledge or encumber its interest in any manner transfer this Lease or in any interest therein, nor sublet all or any part of the Premises, or sublease any part or all of the Premisesnor license concessions nor lease departments therein, without Landlord's prior consent, written consent in each instance which consent shall not be unreasonably withheldwithheld or delayed, provided Tenant and its proposed assignee, sublessee or other transferee comply with and satisfy the terms, conditions and provisions of subparagraphs #1 through #6 below. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default Consent by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of waive the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No necessity for consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting. This prohibition shall include a prohibition against any subletting nor or assignment by operation of law. If this Lease is assigned or the collection of Rent Premises or any part sublet or occupied by Landlord from any person anybody other than Tenant, nor Landlord may collect rent from the application assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of any such Rent as provided in this Section rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of this Section any law or release Tenant from its obligation statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to comply with the all terms and provisions conditions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to be effective or deemed valid unless, at the assignee or subtenant, it being agreed by the parties hereto that any time of such rights and options are personal to Tenant named herein and may not be transferred.assignment:

Consent Required. Without the prior written consent of Landlord, Tenant shall may not voluntarily assign sublease, assign, mortgage, pledge, hypothecate or encumber its interest in otherwise transfer or permit the transfer of this Lease or the interest of Tenant in the Premisesthis Lease, in whole or in part, by operation of law or otherwise. If Tenant desires to enter into any sublease any part or all assignment, Tenaxx xxxll deliver written notice thereof to Landlord, together with financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee and a copy of the Premises, without Landlord's proposed sublease or assignment agreement at least 60 days prior consent, which consent shall not be unreasonably withheld. Any to the commencement date of the term of the proposed sublease or assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining making its determination of whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment proposed sublease or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusivelyassignment, Landlord may deny consent to an assignment take into consideration the business reputation and credit worthiness of the proposed subtenant or subletting where assignee; the space will be used for a school intended use of the Premises by the proposed subtenant or training facility, an entertainment, sports or recreation facility, retail sales assignee; the estimated pedestrian and vehicular traffic in the Premises and to the public (unless Tenant's permitted use is retail sales), a personnel Building which would be generated by the proposed subtenant or employment agency, a medical office, assignee; and any other factors which Landlord shall deem relevant. The withholding or an embassy or consulate or similar officegranting of any such consent shall be in the sole discretion of Landlord. Landlord shall not in no event be obligated to approve an assignment or subletting to (x) consider a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance proposed sublease or sublease shall constitute a waiver assignment of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided Premises if Tenant is then in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent default under this Lease. Any personal guarantee(s) approved sublease or assignment shall be expressly subject to the terms and conditions of this Lease, and in the event of an assignment, the instrument shall contain a clause obligating the assignee to assume Tenant's obligations to Landlord during the term of the assignment Tenant shall pay Landlord on the first day of each month during the term of the sublease, the excess of all rent and other consideration due from the subtenant or assignee for such month over that portion of the Monthly Base Rent and Rent Adjustment due under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run for said month which is allocable to the assignee space sublet or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredassigned.

Consent Required. 11.1.1 Tenant shall may not voluntarily assign or encumber its in any manner transfer, or grant or suffer any encumbrance of Tenant’s interest in this Lease in whole or in part, nor sublet all or any portion of the Leased Premises, or sublease grant a license, concession or other right of occupancy of any part or all portion of the Leased Premises, without Landlord's the prior consentwritten consent of Landlord in each instance, which such consent shall not be unreasonably withheld, conditioned, or delayed in any manner. Any assignment, encumbrance or sublease without Landlord's The consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or necessity for such consent to any subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor subletting. If this Lease be assigned, or if the collection of Rent Leased Premises or any part thereof be underlet or occupied by Landlord from any person party other than Tenant, nor Landlord may collect rent from the application of any assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such Rent as provided in this Section assignment, underletting, occupancy or collection shall be deemed a waiver of any this covenant, or the acceptance of the provisions assignee, subtenant or occupant as Tenant, or a release of this Section or release Tenant from its obligation the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against assignment or subletting shall be construed to comply with the terms and provisions include prohibition against any assignment or subleasing by operation of this Lease and law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this Lease and primarily liable for shall not be released from performing any of the terms, covenants and conditions of this Lease, unless otherwise agreed in writing by Landlord. If Tenant subleases the Leased Premises, in whole or in part, at a rental rate greater than that charged under this Lease one half (½) of such additional rental amount received by Tenant shall be paid to Landlord. Notwithstanding the foregoing, provided that the use of the Leased Premises does not change from that described in the Summary of this Lease, Tenant shall have the right to assign this Lease, or to sublet all or any portion of the Leased Premises to: (i) any party controlling, controlled by or under common control with Tenant, (ii) any entity with which Tenant is merged or consolidated or (iii) to any party that purchases all or substantially all of Tenant's obligations under this Lease’s assets in the geographical region where the Leased Premises are located (collectively, including a “Permitted Transfer”), provided that subsequent to such Permitted Transfer, Tenant shall remain liable for the obligation to pay Rent under this Lease. Any personal guarantee(s) payment and performance of Tenant's ’s obligations under this Lease and the Transferee has financial viability at least equal to Tenant at time of transfer in the event of a Permitted Transfer, Tenant shall remain in full force and effect following any provide Landlord with proper documentation of such assignment or subletting. Landlord may condition approval of an sublease within thirty (30) days prior to said assignment or subletting hereunder on an increase in sublease, including audited financials (to the amount extent they exist) or certified financials of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferrednew entity.

Consent Required. Tenant shall deliver to Landlord, promptly following execution, an executed copy of any assignment, sublease, or agreement relating to the Premises, regardless of whether or not such assignment, sublease, or agreement is permitted by this Lease or requires Landlord's consent. Except as hereinafter provided Tenant shall not voluntarily assign assign, sublease or encumber its interest in otherwise transfer by operation of law or otherwise this Lease or in any interest herein without the Premises, or sublease any part or all prior written consent of the Premises, without Landlord's prior consent, Landlord which consent shall not be unreasonably withheld, conditioned, or delayed. Any assignment, encumbrance If Tenant desires at any time to assign or otherwise transfer this Lease or sublease without all or a portion of the Premises under circumstances where Landlord's consent is required, it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord: (i) the name of the proposed assignee or sublessee, (ii) the nature of the proposed assignee's or sublessee's business to be voidable andcarried on in the Premises, at Landlord's election(iii) a copy of the proposed assignment or sublease and any other agreements to be entered into concurrently with such assignment or sublease, shall constitute and (iv) such financial and other information as Landlord may reasonably request concerning the proposed assignee or sublessee. Landlord may condition its consent to any assignment or sublease on the execution by such assignee or sublessee of a default written assumption by such assignee or sublessee of the obligations of Tenant under this Lease. In determining whether to approve a Tenant shall pay Landlord's reasonable direct out-of-pocket expenses in reviewing such proposed assignment or sublease, sublease not to exceed $1,000. Landlord shall place primary emphasis respond to Tenant's request to assign or sublease this Lease in a timely manner not to exceed fifteen (15) days. This Lease may not be assigned or sublet without complying with the provisions of this Section in reliance on any law relating to bankruptcy or debtor's rights generally unless adequate assurance of future performance is provided Landlord including adequate assurance of the source of rent and other expenses due under this Lease for the entire term of this Lease and unless the assignee or sublessee and the proposed transferee's reputation and creditworthiness, the character use of the business to be conducted Premises by the proposed transferee at assignee or sublessee are consistent with the Premises type of other tenants in the Building and the affect use by such tenants of such assignment or subletting on the tenant mix in the Buildingtheir Premises. In additionWithout sharing any rents, Landlord Tenant shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability utilize portions of the comfort and/or safety Premises for the colocation of the Landlord and other tenants in the Building being unreasonably compromised or reduced equipment of its customers (for exampleincluding, but not exclusivelylimited to other telecommunications carriers, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facilityinternet service providers, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail salesand vendors), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by that such colocation arrangement does not constitute an assignment or subleasing of the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.Premises. A collocation arrangement is an arrangement

Consent Required. Tenant Tenant, for itself, its heirs, executors, administrators, successors and assigns, expressly covenants that it shall not voluntarily assign assign, mortgage or encumber its interest in this Lease or in the PremisesLease, nor underlet, or sublease suffer or permit the Demised Premises or any part or all of the Premisesthereof to be used by others, without Landlord's the prior consentwritten consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Any assignmentFor so long as Tenant shall remain a corporation, encumbrance a change in control of Tenant through any merger of Tenant where Tenant is the surviving corporation or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building servicesotherwise, or (iii) the foot trafficsale or purchase of a controlling equity interest in Tenant, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated deemed to approve be an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to If this Lease be assigned, or if the Demised Premises or any assignment, encumbrance part thereof be underlet or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent occupied by Landlord from any person anyone other than Tenant, nor Landlord may, after default beyond applicable notice and/or cure period by Tenant, collect rent from the application of any assignee, undertenant or occupant and apply the net amount collected to the rent herein reserved, but no such Rent as provided in this Section assignment, underletting, occupancy or collection shall be deemed a waiver of any this covenant, or the acceptance of the provisions assignee, undertenant or occupant as Tenant, or a release of this Section or release Tenant from its obligation the further performance by Tenant of all covenants on the part of Tenant herein contained. The consent by Landlord to comply with an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the terms and provisions express consent in writing of this Lease and Landlord to any further assignment or underletting, nor shall the same release or discharge Tenant shall remain fully and primarily liable for all of Tenant's obligations from any liability, past, present or future, under this Lease, including and Tenant shall continue fully liable in all respects hereunder. Notwithstanding the obligation language set forth in this Section 6.1, Tenant shall have the right, without the provisions of Section 6.1 being applicable, to pay Rent under assign this Lease. Any personal guarantee(sLease or sublet the Premises, in whole or in part, to (a) any parent or subsidiary of Tenant's obligations , or in connection with a merger or consolidation of Tenant where Tenant is not the surviving corporation or sale of the assets of Tenant, provided that the surviving entity in such a merger or consolidation or the sale of the assets shall have a tangible net worth (determined in accordance with generally accepted accounting principles) not less than the then tangible net worth of Tenant immediately prior to such transaction, or in connection with the sale of all or substantially all of the assets of Tenant to a different entity, which entity meets the aforesaid net worth test; (b) to a subsidiary created in connection with a merger or a consolidation; or (c) to an affiliate entity that is under this Lease shall remain in full force and effect following any such assignment common control with Tenant, controlled by Tenant, or sublettingcontrols Tenant. Landlord may condition approval In each instance of an assignment or subletting hereunder and the various carve outs set forth in this Article 6.1, Tenant shall remain liable on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

Consent Required. Tenant shall not voluntarily assign not, without the prior consent of Landlord in each case, (i) make or encumber its allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant’s interest in this Lease Lease, (ii) grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant’s interest in this Lease, (iii) sublet all or any part of the Premises, or sublease (iv) permit anyone other than Tenant or a Permitted Transferee, and their respective officers, employees, and agents to occupy any part or all of the Premises, without Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to may withhold its consent to any assignment or subletting which increases sublease (iand the same shall be deemed reasonable) if Tenant is in default under this Lease, if the Operating Costs, (ii) the burden on the Building services, proposed assignee or (iii) the foot traffic, elevator usage sublessee is a tenant or security concerns subtenant in the Building, Project or creates an increased probability of the comfort and/or safety of the affiliate or such a tenant or subtenant and Landlord and other tenants has space available in the Building being for such tenant, subtenant or affiliate, as the case may be, or if the financial responsibility, nature of business, or character of the proposed assignee or subtenant are not all reasonably satisfactory to Landlord, or if the proposed assignee or sublessee is a governmental entity or agency. Landlord will not otherwise unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny withhold its consent on any other basis to such an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar officesubletting. Landlord shall not be obligated to approve an assignment notify Tenant of its consent or subletting to its withholding of consent within ten (x10) a current tenant business days after Landlord’s receipt of the Building or (y) a prospective tenant of the Building Tenant’s request for such consent, together with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Leaseall other documentation required hereunder in connection therewith. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent granted by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver relieve Tenant of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation nor shall it be deemed to be a consent to any subsequent assignment or transfer, lien or encumbrance, sublease, or occupancy. Tenant shall pay Rent under this Lease. Any personal guarantee(s) all of Tenant's obligations under this Lease shall remain Landlord’s reasonable attorneys’ fees and other expenses incurred in full force and effect following connection with any such consent requested by Tenant or in reviewing any proposed assignment or subletting. Landlord may condition approval of an Any assignment or subletting hereunder on an increase in the amount transfer, grant of the Security Deposit lien or on receipt of personal guarantees of the assignee's encumbrance, or sublessee's obligations under this Lease. If Landlord approves of an assignment sublease or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options occupancy without Landlord’s prior written consent shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredvoid.

Consent Required. Tenant shall not voluntarily assign or encumber its Tenant's interest in this Lease is not assignable, by ---------------- operation of law or in the Premisesotherwise, or sublease any part or all of the Premises, without Landlord's prior consent, which consent nor shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve sublet the specific form Premises, transfer any interest of Tenant therein or permit any use of the Premises by another party, without the prior written consent of Landlord to such assignment, subletting, transfer or use, which consent Landlord agrees not to unreasonably withhold, subject to the provisions of Paragraph 25.B and Paragraph 37. A consent to one assignment, subletting, occupancy or use by another party shall not be deemed to be a consent to any subsequent assignment, subletting, occupancy or use by another party. Any assignment or sublease agreementsubletting without such consent shall be void and shall, at the option of Landlord, terminate this Lease. In no event shall Landlord be obligated to Landlord's waiver or consent to any assignment or subletting which increases hereunder shall not relieve Tenant from any obligation under this Lease unless the consent shall so provide. Tenant may, with Landlord's prior written consent, assign this Lease as security for a bona fide loan: provided, however, that if the lender is an Institutional Lender or syndicate of lenders headed by an Institutional Lender (a "Syndicate"), Landlord's prior consent shall not be required. If the lender taking this Lease as security is an Institutional Lender or a Syndicate, Landlord shall make such amendments to this Lease or agreements with such lender as (i) the Operating Costsare reasonably requested by such lender, (ii) are limited to protecting the burden on lender's security interest in the Building servicesLease, or (iii) are customarily received by Institutional Lenders in connection with leasehold mortgage financing, (iv) do not materially and adversely affect Landlord's rights under the foot trafficLease and will not delay Landlord's exercise of its remedies for an Event of Tenant's Default and in no event change the Base Monthly Rent, elevator usage or security concerns in the BuildingAdditional Rent, or creates an increased probability Lease Term, and (v) would not constitute a default under any mortgage or deed of trust encumbering the comfort and/or safety of Premises. Notwithstanding the Landlord and other tenants in the Building being unreasonably compromised or reduced (for exampleforegoing, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve make amendments to the Lease or agreements with such lender which would permit the Lease to be assigned without the prior consent of Landlord. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent (xi) if the proposed assignee or sublesee is a current tenant governmental agency: (ii) if, in Landlord's reasonable judgement, the use of the Building Premises by the proposed assignee or sublessee would entail any atlerations which would materially lessen the value of the leasehold improvements in the Premises (and Tenant does not provide Landlord with reasonable assurance that such alterations will be removed and restored upon termination of the Lease), or would require materially increased services by Landlord for which reimbursement by Tenant is not sufficient to cover all costs that Landlord would incur as a result of providing such additional services: (iii) if, in Landlord's reasonable judgment, the financial worth of the proposed assignee or sublessee does not meet the credit standards applied by Landlord for other tenants under leases with comparable term and the proposed sublease term expiration is within one (1) year of the expiration of the Lease Term, or the character, reputation or business of the proposed assignee or sublessee is not consistent with the quality of the other tenancies in the Project: (iv) in the case of a subletting of less than the entire Premises, if the subletting would result in the division of any given floor of the Premises into more than four subparcels, would create a subparcel of a configuration that is not suitable for normal leasing purposes, or would require access to be provided through space leased or held for lease to another tenant or improvements to be made outside of the Premises and Tenant does not provide Landlord with reasonable assurance that such alterations to create such configuration will be removed and restored to the original configuration upon termination of the Lease: or (yv) a prospective tenant if, at the time consent is requested or at any time prior to the granting of the Building with whom Landlord consent, there is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all uncured Event of Tenant's obligations Default under the Lease which is capable of being cured and which has not been cured. As used in this Paragraph 25, the term "assign" or "assignment" shall include, without limitation, any sale. transfer, or other disposition of all or any position of Tenant's estate under this Lease, whether voluntary or involuntary, and whether by operation of law or otherwise including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.following:

Consent Required. Tenant Except for Permitted Transfers (defined below) Subtenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease any part or all of the Premisesnot, without Landlord's the prior consentwritten consent of Sublandlord, which consent (subject to the remaining provisions hereof) shall not be unreasonably withheld. Any assignment, encumbrance conditioned or sublease without delayed, and the consent of Prime Landlord (which consent of Prime Landlord's consent , shall be voidable andgranted or withheld in accordance with the terms of the Prime Lease); (i) assign this Sublease or any of its rights hereunder; (ii) further sublet the Premises or any part thereof to any other person or entity; (iii) permit the use of the Premises by any person or entity other than Subtenant, or its employees and agents approved in advance by Sublandlord at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed Sublandlord’s reasonable discretion; or (iv) permit the assignment or subleaseother transfer, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthinessincluding, the character without limitation, any change in ownership or voting control of the business to be conducted Subtenant, or any mortgage, encumbrance, pledge or other hypothecation of all or any part of this Sublease or any of Subtenant’s rights hereunder by the proposed transferee at the Premises and the affect operation of such assignment or subletting on the tenant mix in the Buildinglaw ((i)-(iv), each a “Transfer”). In addition, Landlord Sublandlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent recapture and terminate this Sublease with respect to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability such portion of the comfort and/or safety Premises that Sublandlord proposes to Transfer. Unless Sublandlord elects to recapture the portion of the Landlord and other tenants in the Building being Premises which Subtenant proposes to assign or sub-sublease, Sublandlord shall not unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny withhold its consent to an assignment or subletting where sub-sublease so long as the space will be used proposed sub-subtenant or assignee (i) has a reputation which in Sublandlord’s reasonable judgment, makes it appropriate for a school or training facility, an entertainment, sports or recreation facility, retail sales Sublandlord to consent to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an proposed assignment or subletting sub-sublease, and (ii) has, in Sublandlord’s reasonable opinion, the financial ability to (x) perform its obligations under the assignment or sub-sublease. Neither the consent by Sublandlord to any Transfer, nor the acceptance or collection of rent from any assignee, transferee or sub-subtenant, shall be construed as a current tenant release of Subtenant from liability for each and every term or obligation of this Sublease, and Subtenant shall continue to remain primarily liable for all of the Building or (y) a prospective tenant terms, covenants, conditions and liabilities of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease“Subtenant” contained herein. No consent by Sublandlord to any assignment, encumbrance or sublease Transfer in any one instance shall constitute a waiver of the provisions of this Section and no other necessity for such consent in any subsequent instance. Any Transfer or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any attempted Transfer of the provisions Premises by Subtenant in violation of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease Section 9 shall be void and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full no force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredeffect.

Consent Required. Except in connection with a Permitted Transfer (as defined in Section 7.D below), Tenant shall not voluntarily may not, without Landlord’s prior written consent: (1) assign or transfer this Lease or any interest therein; (2) permit any assignment of this Lease or any interest therein by operation of Law; (3) sublet the Premises or any part thereof; (4) grant any license, concession, or other right of occupancy of any portion of the Premises; (5) mortgage, pledge, or otherwise encumber its interest in this Lease Lease; or in (6) permit the Premises, or sublease any part or all use of the PremisesPremises by any parties other than Tenant and its employees or employees of a Tenant Affiliate. Landlord shall not unreasonably withhold, without delay or condition its consent to a proposed sublease or assignment provided that Landlord does not exercise its termination rights set forth in Section 7.B. It is agreed that Landlord's prior consent, which ’s consent shall not be considered unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on withheld if: (a) the proposed transferee's reputation ’s financial condition does not meet Landlord’s then current criteria for Building tenants; (b) the proposed transferee’s business is not suitable for the Property considering the business of the other tenants and creditworthinessthe Building’s reputation, or would result in a violation of another tenant’s rights; (c) the proposed transferee is a governmental agency, medical office, or telemarketing business; or (d) Tenant is in default after the expiration of the notice and cure periods in this Lease; or (e) the character of the business to be conducted within the Premises by the proposed transferee at subtenant or assignee is likely to substantially increase the Premises and expenses or costs of providing Building services, or the affect of such assignment burden on parking, existing janitorial services or subletting on the tenant mix elevators in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to Landlord’s consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but is not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other Landlord’s right to approve or disapprove any subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from subletting. Tenant and any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all Guarantor of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's ’s obligations under this Lease shall remain in full force jointly and effect following severally liable for the payment of Rent and performance of all other obligations under this Lease after any such assignment or subletting. Landlord may condition , except for (i) a Permitted Transfer under Section 7.D. (2) or (ii) an assignment to an assignee with a net worth equal to or greater than that of Tenant at the time of the assignment, subject to the approval of Landlord’s mortgagee. Except as provided below with respect to a Permitted Transfer, any change in a majority of the voting rights or other control rights of Tenant is an assignment for purposes of this Section 7. Except as provided below with respect to a Permitted Transfer, if Tenant is a partnership, then any transfer of a general partnership interest is an assignment for purposes hereof. As a condition to the effectiveness of each assignment or subletting hereunder on an increase subletting, and whether or not Landlord’s prior consent is required for the assignment or subletting, Tenant shall pay to Landlord its administrative and legal costs in the amount connection therewith, not to exceed $2,000. Any attempted assignment or sublease by Tenant in violation of the Security Deposit or on receipt terms of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredSection 7 is void.

Consent Required. Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease any part or all of the Premises, without Without Landlord's prior ’ express written consent, which consent shall not be unreasonably withheld. Any assignmentwithheld or delayed, encumbrance Tenant shall not directly or sublease without Landlord's consent shall be voidable andindirectly, at Landlord's electionvoluntarily or by operation of law, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or subleasesell, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthinessassign, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In additionencumber, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building servicespledge, or (iii) the foot traffic, elevator usage otherwise transfer or security concerns hypothecate any of its interest in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales rights with respect to the public (unless Tenant's permitted use is retail sales)Premises, including a personnel transfer of a controlling ownership interest in Tenant or employment agency, a medical office, of all or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for substantially all of Tenant's obligations ’s assets (collectively, “Assignment”), or permit any portion of the Premises to be occupied by anyone other than Tenant or sublet all or any portion of the Premises or transfer a portion of its interest in or rights with respect to the Premises (collectively, “Sublease”). Without limiting Landlord’s right to withhold consent for any other reason deemed “reasonable”, Landlord will have reasonable basis to withhold its consent if Tenant tenders for Landlord’s approval an Assignment or Sublease of the Premises or any part of the Premises to a proposed assignee/subtenant who proposes to pay a base rent lower than the Base Rent payable under this Lease, including who has been in negotiations with Landlord for other space owned by Landlord, who has been in litigation with Landlord within the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may past five years, whose use is unknown, whose financial condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, indicates that it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredable to perform its leasehold obligations or who, in the context of an assignment, does not assume the obligations of Tenant, who is of poor reputation in the local business community, who is a user of hazardous materials, or who has been convicted of any crime of moral turpitude or involving securities or tax law violations. Tenant will pay to Landlord 100% of all profit (other than profit from the sale of the business and other than as may be set forth below) derived by Tenant from such Assignment or Sublease.

Consent Required. Tenant Except for an Affiliate Transfer permitted by Section 12.2 below, Subtenant shall not voluntarily assign Transfer this Sublease or encumber its the Sublandlord’s interest in this Lease or in and to the Premises, or sublease any part or all Premises without first procuring the written consent of the Premises, without Sublandlord and Master Landlord's prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, except as provided in Section 14 of the Master Lease. Any assignment, encumbrance or sublease without Landlord's consent such Transfer in violation of the terms of this Sublease shall be voidable andvoid and shall be of no force or effect. In the event Subtenant desires to effect a Transfer, at Landlord's election, Subtenant shall constitute first provide Sublandlord and Master Landlord with a default by Tenant under this Transfer Notice containing the information specified in Section 14.2 of the Master Lease. In determining whether to approve a proposed assignment or subleaseWithin ten (10) business days of Sublandlord’s receipt of any Transfer Notice, and any additional information requested by Sublandlord and/or Master Landlord shall place primary emphasis on concerning the proposed transferee's reputation and creditworthiness’s financial responsibility, the character Sublandlord will notify Subtenant of the business election by Master Landlord and Sublandlord to be conducted by do one of the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases following: (i) consent to the Operating Costs, proposed Transfer subject to such reasonable conditions as Sublandlord and/or Master Landlord may impose in providing such consent; or (ii) the burden refuse such consent, which refusal shall be on the Building services, reasonable grounds which shall be set forth in a detailed written statement to Subtenant; or (iii) the foot traffic, elevator usage or security concerns except in the Buildingcase a Transfer to an Affiliate of Subtenant, and only for any other Transfer of a portion of the Premises in excess of 10,000 rentable square feet or for any Transfer for a term equal to the duration of the Sublease Term, terminate this Sublease as to the portion of the Premises which is proposed to be sublet or assigned by delivering notice (“Sublandlord’s Recapture Notice”) and recapture all or such portion of the Premises for reletting by Sublandlord. In the event Sublandlord elects to terminate this Sublease by delivering Sublandlord’s Recapture Notice, then within five (5) business days of receipt of such notice by Subtenant, Subtenant may withdraw its Transfer Notice and continue this Sublease on all the terms and conditions contained herein. In the event Sublandlord and Master Landlord consent to such a Transfer, despite anything in the Master Lease to the contrary, Subtenant shall remain fully liable for the Sublease. If for any Transfer, Subtenant receives rent or other consideration, either initially or over the term of the Transfer, in excess of the Rent called for hereunder, or creates an increased probability in case of a sublease of a portion of the comfort and/or safety sublet space, in excess of such Rent fairly allocable to such portion, after appropriate adjustments (as more particularly described in Section 14.4 of the Landlord and Master Lease) to assure that all other tenants in the Building being unreasonably compromised or reduced payments called for hereunder are appropriately taken into account, Subtenant shall pay to Sublandlord, as additional Rent hereunder, fifty percent (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x50%) a current tenant of the Building excess of each such payment of Rent or (y) a prospective tenant other consideration received by Subtenant promptly after its receipt and any such receipts by Sublandlord shall be subject to Sublandlord’s obligation to split such proceeds with Master Landlord as provided in, and subject to, Section 14.4 of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Master Lease. No consent If Subtenant fails to any assignmentmake such payment to Sublandlord within five (5) days of its receipt, encumbrance or sublease shall constitute Sublandlord may charge Subtenant a waiver of late payment charge and interest pursuant to the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions 3.3 of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredSublease.

Consent Required. In the event that the Tenant desires to sublease or assign the Premises to any other party, the terms and conditions of such sublease or assignment shall be communicated to the Landlord in writing not less than thirty (30) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Landlord shall have the option, exercisable in writing to the Tenant, to recapture the within Lease so that such prospective sublessee or assignee shall then become the sole Tenant of Landlord hereunder or alternatively to recapture said space and the within Tenant shall be released from any and all obligations hereunder. In the event Landlord does not recapture the Lease as provided herein, Tenant shall not voluntarily assign or encumber its interest in under this Lease or in the Premises, sublet all or sublease any part or all of the Premises, Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld, and the consent of any mortgagee or deed of trust holder. Tenant shall not at any time pledge, hypothecate, mortgage or otherwise encumber its interest under this Lease as security for the payment of a debt or the performance of a contract. Tenant shall not permit its interest under this Lease to be transferred by operation of law. Any assignment, encumbrance purported assignment or sublease made without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Leasevoid. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on Notwithstanding the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment16.1, encumbrance or sublease shall be made without Landlord's prior consent. Neither consent shall not be required for an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and or a subletting of the Leased Premises to an Affiliate of Tenant shall remain fully and primarily liable for or to any entity that is acquiring all or substantially all of the assets of Tenant's obligations . As used herein, the terms "Affiliate" and "any entity that is acquiring all or substantially all of the assets of Tenant" shall mean any entity that controls, is controlled by or is under this Leasecommon control with Tenant, including whether through the obligation to pay Rent under this Lease. Any personal guarantee(sownership of more than at least fifty percent (50%) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment the stock or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount other equity interest of the Security Deposit relevant entity or on receipt the power to vote the same under the terms of personal guarantees a partnership or operating agreement with respect to such entity, provided such entity has a value equal to at least eighty percent (80%) of the assignee's or sublessee's obligations under this Lease. If Landlord approves total value of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights the stock of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredTenant.

Consent Required. Tenant Subtenant shall not voluntarily assign this Sublease or any interest therein nor shall Subtenant sublet, license, encumber its interest in this Lease or in permit the Premises, Subleased Premises or sublease any part thereof to be used or all of the Premisesoccupied by others, without Landlord's Sublandlord’s and Master Xxxxxxxx’s prior written consent, which . Sublandlord’s consent shall not be unreasonably withheld. Any assignment; provided, encumbrance or sublease without Landlord's however, that Sublandlord’s withholding of consent shall in all events be voidable and, at Landlord's election, shall constitute a default deemed reasonable if for any reason Master Xxxxxxxx’s consent is not obtained. The consent by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Sublandlord and Master Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases shall not waive the need for Subtenant (iand Subtenant’s assignee or subtenant) to obtain the Operating Costsconsent of Sublandlord and Master Landlord to any different or further assignment or subletting. All rights, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns conditions and standards set forth in the BuildingMaster Lease regarding assignments and subletting (including the transfers permitted without the consent of Master Landlord or Sublandlord in Section 7.7) shall apply and to the extent there is any excess rent received by Subtenant (i.e., rent paid by such assignee, sub-subtenant or creates an increased probability other transferee in excess of Rent paid by Subtenant hereunder and after deduction of the comfort and/or safety expenses deductible therefrom under Section 7.6) such excess rent shall first be split per Section 7.6 of the Master Lease with Master Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent any portion of such excess rent remaining after payment to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Master Landlord shall not be obligated [***]with Sublandlord to approve an assignment or subletting be paid to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiatingSublandlord within [***] following receipt by Subtenant. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any Every assignment, encumbrance agreement, or sublease shall constitute a waiver of recite that it is and shall be subject and subordinate to the provisions of this Section Sublease and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor that the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions termination of this Section or release Tenant from its obligation to comply with the terms and provisions Sublease shall, at Sublandlord’s sole election, constitute a termination of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any every such assignment or sublettingsublease. Notwithstanding the foregoing, if Subtenant leases the Retained Premises, Subtenant may, subject to the consent rights of Master Landlord may condition approval of an assignment or subletting hereunder on an increase set forth in the amount Master Lease, sublease the Retained Premises without Sublandlord’s consent and without any right of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder recapture by Sublandlord but upon at least [***] prior notice to Sublandlord and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run otherwise subject to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredterms hereof.

Consent Required. Tenant shall may not voluntarily assign or encumber its interest in this Lease in whole or in the Premisespart, nor sublet all or sublease any part or all portion of the Leased Premises, without Landlord's the prior consent, which written consent shall not be unreasonably withheldof Landlord in each instance. Any assignment, encumbrance or sublease without Landlord's The consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether Landlord to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such any assignment or subletting on shall not constitute a waiver of the tenant mix in the Building. In addition, Landlord shall have the right necessity for such consent to approve the specific form of any subsequent assignment or sublease agreementsubletting. In no event shall It is understood that Landlord be obligated may refuse to grant consent to any assignment or subletting by Tenant with or without cause and without stating in its refusal to grant such consent the reasons for which increases (i) it refuses to grant such consent and may not, under any circumstances, be required or compelled to grant such consent, except that Landlord agrees not to withhold its consent to any assignment where the Operating Costsassignee's use of the Leased Premises will not change and such assignee's business reputation and credit strength are, (ii) in Landlord's reasonable opinion, at least as good as those of Tenant. No assignment, underletting, occupancy or collection shall be deemed acceptance of the burden assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability part of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an Tenant herein contained. This prohibition against assignment or subletting where the space will shall be used for construed to include prohibition against any assignment or subleasing by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary and a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless prohibition against any encumbrance of all and any part of Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar officeleasehold interest. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully liable on this Lease and primarily liable for shall not be released from performing any of the terms, covenants and conditions hereof or any rents or other sums to be paid hereunder. Tenant acknowledges and agrees that any and all right and interest of Tenant's obligations under the Landlord in and to the Leased Premises, the Building and the Property, and all right and interest of the Landlord in this Lease, including may be conveyed, assigned or encumbered at the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount sole discretion of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains at any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredtime.

Consent Required. Except as otherwise provided herein, Tenant shall not voluntarily assign sell, assign, mortgage, pledge or encumber its interest in any manner transfer this Lease or in the Premisesany interest therein, nor sublet all or sublease any part or all of the Premises, without Landlord's prior consentwritten consent in each instance, which consent shall not be withhold unreasonably withheld. Any by Landlord, provided, however, if the Ground Lease currently requires the consent of the Agency then such sale, assignment, encumbrance or sublease without Landlord's consent etc., shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether subject to approve a proposed assignment or sublease, such consent and Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business utilize diligent efforts to be conducted obtain same if Landlord is prepared to grant its own consent to same. Consent by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of waive the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No necessity for consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting. This prohibition shall include a prohibition against any subletting nor or assignment by operation of law. If this Lease is assigned or the collection of Rent Premises or any part sublet or occupied by Landlord from any person anybody other than Tenant, nor Landlord may collect rent from the application assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of any such Rent as provided in this Section rent shall be deemed a waiver of any restrictive covenant contained in this Section 17.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of this Section any law or release Tenant from its obligation statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to comply with the all terms and provisions conditions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to be effective or deemed valid unless, at the assignee or subtenant, it being agreed by the parties hereto that any time of such rights and options are personal to Tenant named herein and may not be transferred.assignment:

Consent Required. Tenant shall not voluntarily assign or involuntarily or by operation of law, assign, transfer or encumber this Lease, in whole or in part, nor sublet all or any part of the Leased Premises without the prior written consent of Landlord in each instance, and any attempt to do any of the foregoing without the prior express written consent of Landlord shall be void and of no effect. Consent by Landlord may be withheld or conditioned in Landlord's commercially reasonable discretion; provided, however, Tenant and their assigns or sublessees shall not engage in the operation, distribution, handling, storage, or transportation of any currently illegal products or prohibited drug-related activities, including but not limited to cannabis, medical cannabis, and all other cannabis-related products. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent in any subsequent assignment or subletting. Xxxxxxxx agrees to consent to Tenant subleasing all or a portion of the Leased Premises to a subtenant entity that is controlled by Tenant or one of its interest affiliates, provided that Landlord reasonably determines that the sublease does not impair the Tenant's ability to perform its obligations hereunder. Notwithstanding any assignment or sublease hereunder (whether permitted in this Lease or in the Premises, or sublease any part or all of the Premises, without consented to by Landlord's prior consent, which consent ) Tenant shall remain fully liable on this Lease and shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character released from performing any of the business to terms, covenants and conditions hereof without Xxxxxxxx's specific written release (which may be conducted by the proposed transferee at the Premises and the affect of such assignment granted or subletting on the tenant mix withheld in the BuildingXxxxxxxx's commercially reasonable discretion). In addition, Landlord shall have the right to approve the specific form convey all or any part of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns its interest in the Building, real property of which the Leased Premises are a part or creates an increased probability its interest in this Lease. All covenants and obligations of Landlord under this Lease shall cease upon the comfort and/or safety execution of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for examplesuch conveyance, but not exclusively, Landlord may deny consent to an assignment such covenants and obligations shall run with the land and shall be binding upon the subsequent owner or subletting where the space will be used for a school owners thereof or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or In the event that a permitted sublease shall constitute a waiver hereunder generates Minimum Rent in excess of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent proportional amount then being paid by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with under the terms and provisions of this Lease and such sublease is not with a subtenant entity that is controlled by Tenant or one of its affiliates, then in such event Landlord and Tenant shall remain fully share equally in such profit pursuant to a document confirming the terms and primarily liable for all conditions of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredsublease.