Common use of Consent Required Clause in Contracts

Consent Required. Except in connection with a Permitted Transfer, Tenant shall neither voluntarily nor by operation of law assign, sell, encumber, pledge or otherwise transfer all or any part of Tenant’s leasehold estate hereunder, or permit any other person (excepting Tenant’s agents and employees) to occupy the Premises or any portion thereof, without Landlord’s prior written consent, which consent shall be not be unreasonably withheld, delayed or conditioned Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not constitute a waiver of Landlord’s right to require consent to any subsequent assignment, subletting or other transfer. If Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, shall be deemed an assignment within the meaning and provisions of this section and the sale of all or substantially all of the assets of Tenant shall be deemed an assignment within the meanings and provisions of this section. The foregoing sentence shall not apply to: (i) any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934, or (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership or hypothecation of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be void.

Consent Required. Except in connection with a Permitted Transfer, Tenant shall neither voluntarily nor by operation of law not sell, assign, sell, encumbermortgage, pledge or otherwise in any manner transfer this Lease or any interest therein, nor sublet all or any part of Tenant’s leasehold estate hereunderthe Premises, nor license concessions nor lease departments therein, without Landlord's prior written consent in each instance, which shall not be unreasonably withheld or permit delayed provided Tenant and its proposed assignee, sublessee or other transferee comply with and otherwise satisfy the terms and conditions of subparagraphs #1 through #6 below. 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 other person (excepting Tenant’s agents and employees) to occupy than as provided in section 13.3 below. If this Lease is assigned or the Premises or any portion thereof, without Landlord’s prior written consent, which consent shall be not be unreasonably withheld, delayed part sublet or conditioned Consent occupied by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not constitute a waiver of Landlord’s right to require consent to any subsequent assignment, subletting or anybody other transfer. If Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, shall be deemed an assignment within the meaning and provisions of this section and the sale of all or substantially all of the assets of Tenant shall be deemed an assignment within the meanings and provisions of this section. The foregoing sentence shall not apply to: (i) any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934, or (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on , Landlord may collect rent from the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s reasonable costs assignee, subtenant or occupant and attorneys’ fees incurred in conjunction with apply the processing and documentation of any required consent same to the rent herein reserved, but no such assignment, subletting, transferoccupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, change subtenant or occupant as tenant, or a release of ownership 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 hypothecation (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 any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease Lease, and shall not be effective or Tenant’s interest in and to deemed valid unless, at the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment time of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be void.assignment:

Consent Required. Except 11.1.1 Tenant may not assign or in connection with a Permitted Transferany manner transfer, Tenant shall neither voluntarily or grant or suffer any encumbrance of Tenant's interest in this Lease in whole or in part, nor by operation of law assign, sell, encumber, pledge or otherwise transfer sublet all or any part portion of Tenant’s leasehold estate hereunderthe Leased Premises, or permit any grant a license, concession or other person (excepting Tenant’s agents and employees) to occupy the Premises or right of occupancy of any portion thereofof the Leased Premises, without Landlord’s the prior written consent, which consent shall be not be unreasonably withheld, delayed or conditioned Consent of Landlord in each instance. The consent by Landlord to one any assignment or more assignments of this Lease or to one or more sublettings of the Premises subletting shall not constitute a waiver of Landlord’s right to require the necessity for such consent to any subsequent assignment or subletting. Consent shall not be unreasonably withheld. If this Lease be assigned, or if the Leased Premises or any part thereof be 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 no such assignment, subletting underletting, occupancy or other transfer. If Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, collection shall be deemed an assignment within the meaning and provisions a waiver of this section and covenant, or the sale of all or substantially all acceptance of the assets assignee, subtenant or occupant as Tenant, or a release of Tenant from 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 include prohibition against any assignment or subleasing by operation of 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 shall not be released from performing any of the terms, covenants and conditions of this Lease. An attempt by Tenant to sublease the Leased Premises, in whole or in part, at a rental rate greater than that charged under this Lease shall be deemed an assignment within a valid reason for withholding consent for the meanings and provisions of this section. The foregoing sentence shall not apply to: (i) any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934, or (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership or hypothecation of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be voidsublease.

Consent Required. Except in connection with a Permitted Transfer, Tenant shall neither voluntarily nor by operation of law assign, sell, encumber, pledge or otherwise transfer all or any part of Tenant’s 's leasehold estate hereunder, or permit any other person (excepting Tenant’s 's agents and employees) to occupy the Premises or any portion thereof, without Landlord’s 's prior written consent, which consent shall be not be unreasonably withheld, delayed or conditioned Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not constitute a waiver of Landlord’s 's right to require consent to any subsequent assignment, subletting or other transfer. If Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, shall be deemed an assignment within the meaning and provisions of this section and the sale of all or substantially all of the assets of Tenant shall be deemed an assignment within the meanings and provisions of this section. The foregoing sentence shall not apply to: (i) any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934, or (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s 's net worth on the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s 's reasonable costs and attorneys’ ' fees incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership or hypothecation of this Lease or Tenant’s 's interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant’s 's interest in this Lease requiring but not having received Landlord’s 's consent thereto (to the extent such consent is required hereunder) shall be void.

Consent Required. Except in connection with a Permitted Transfer, (a) Tenant shall neither voluntarily nor by operation of law assignnot transfer, sellmortgage, grant a security interest in, encumber, pledge or otherwise transfer assign this Lease, or any interest therein, or sublease all or any part of Tenant’s leasehold estate hereunder, or permit any other person (excepting Tenant’s agents and employees) to occupy the Premises or any portion thereofPremises, without Landlord’s prior advance written consent, which consent in the case of an assignment or sublease, shall be not be unreasonably withheldwithheld or delayed; provided, delayed however, Landlord may withhold its consent to the granting of a security interest in, or conditioned Consent by Landlord to one mortgaging of, Tenant’s leasehold estate, or more assignments of this Lease or to one or more sublettings of the Premises shall not constitute a waiver of any interest therein, in Landlord’s right sole discretion. Assignments requiring Landlord’s consent shall include, and be deemed to require consent to any subsequent assignmentmean, subletting without limitation, an imposition (whether or other transfer. If Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%not consensual) of all outstanding stock or interestsa lien, mortgage, or liquidation thereof, shall be deemed an assignment within the meaning and provisions of this section and the sale of all or substantially all of the assets of Tenant shall be deemed an assignment within the meanings and provisions of this section. The foregoing sentence shall not apply to: (i) any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934, or (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership or hypothecation of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of encumbrance upon Tenant’s interest in this Lease (the consent to which Landlord may withhold in its sole discretion as provided above), an arrangement (including, without limitation, management agreements, concessions and licenses) that allow the use and occupancy of all or part of the Premises by anyone other than Tenant, a transfer of voting control of Tenant (if Tenant is a corporation) and a transfer of more than fifty percent (50%) of the interest in the capital of Tenant if Tenant is a partnership or limited liability company. Notwithstanding the foregoing, Tenant has informed Landlord that Tenant intends to provide office space integrated within the various business units of Tenant located throughout the Premises for use by independent consultants of Tenant, and Landlord acknowledges that such arrangement shall not be deemed an assignment requiring but not having received Landlord’s consent thereto (to under this Section 12.1(a) so long as such independent consultants use such portions of the extent Premises solely for the purpose of serving Tenant and Tenant’s business objectives. On sublease and assignment, Tenant will be responsible for any and all reasonable documented costs that Landlord incurs in connection with its review and/or approval of such consent is required hereunder) shall be voidsublease or assignment, including, but not limited to, reasonable attorneys’ fees.

Consent Required. Except for a permitted transfer as described in connection with a Permitted TransferSection 13.4 below, Tenant shall neither voluntarily nor not encumber, assign or otherwise transfer this Lease, or any right or interest hereunder, or in or to any of the improvements that hereafter may be constructed or installed on the leased premises, and Tenant shall not sublet said premises in whole or in part, without the prior written consent and approval of Landlord. No such encumbrance, assignment or other transfer, whether voluntary or involuntary, by operation of law assignlaw, sellunder legal process, encumber, pledge through receivership or otherwise transfer all or any part of Tenant’s leasehold estate hereunderbankruptcy, or permit any other person (excepting Tenant’s agents otherwise, and employees) to occupy the Premises no such subletting, shall be valid or any portion thereof, effective without Landlord’s such prior written consent, which consent shall be not be unreasonably withheld, delayed or conditioned Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not constitute a waiver of Landlord’s right to require consent to any subsequent assignment, subletting or other transferand approval. If Tenant or any permitted successor tenant is a corporationcorporation whose stock is NOT traded on a state or national stock exchange, or is an unincorporated association association, partnership or partnershiplimited liability company, the and their occurs a transfer, assignment or hypothecation hypothecation, whether in one transaction or a series of transactions, of any stock or interest in such corporation, association association, partnership or partnership limited liability company in the aggregate of in excess of twenty-five percent (25%) of all outstanding stock or interests***, or liquidation thereofthen except as provided in Section 13.4 below, such transfer shall be deemed an as assignment within the meaning and provisions of this section and the sale Article. Transfers of all stock or substantially all interests among shareholders and/or partners existing as of the assets date of Tenant shall be deemed an assignment within the meanings and provisions of this section. The foregoing sentence shall not apply to: (i) any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934, or (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership or hypothecation execution of this Lease or Tenant’s as of the date of any transfer ------------------------ *** Information omitted and filed separately with the Commission for confidential treatment. approved by Landlord shall not be included for purposes of determining whether there has been a transfer of stock or interest in a corporation, association, partnership or limited liability company in excess of ***. Should Tenant attempt to make or suffer to be made any such encumbrance, assignment, transfer or subletting, except as aforesaid, or should any right or interest of Tenant under this Lease be attached, levied upon or seized under legal process and the same shall not be released within ten (10) days therefrom, or should a receiver be appointed to take possession of the Premisesleased premises or the operations of Tenant thereon, or should Tenant be adjudged bankrupt or insolvent and Tenant shall not have been discharged therefrom within thirty (30) days, then any of the foregoing events shall be deemed a breach of the conditions and restrictions of this Lease forthwith by written notice, and upon such termination this Lease shall cease and end and thenceforth by of no further force or effect, except as hereinafter otherwise provided. Should Landlord consent to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable any such encumbrance, assignment, transfer or subletting, none of the restrictions of this paragraph shall be thereby waived, but the same shall apply to third parties. Any purported sublease each successive encumbrance, assignment, transfer or assignment subletting hereunder, if any, and shall be severally binding upon each and every encumbrancer, assignee, transferee, subtenant and other successor in interest of Tenant’s interest in . No encumbrance, assignment, transfer (including any permitted transfer under Section 13.4), or subletting shall release Tenant from its obligations under this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be voidLease.

Consent Required. Except in connection with a Permitted Transfer(a) Subject to the further provisions of this Article 10, Tenant neither this Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall neither voluntarily nor be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law assign, sell, encumber, pledge or otherwise transfer (nor shall any of Tenant’s duties hereunder be delegated, including the duty to make payments hereunder to Landlord), and neither the Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of Tenant’s leasehold estate hereunder, or permit any other person (excepting Tenant’s agents and employees) to occupy the Premises or any portion thereof, without Landlord’s prior written consent, which consent shall be not be unreasonably withheld, delayed or conditioned Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not constitute a waiver be assigned or otherwise encumbered without the prior consent of Landlord’s right to require consent to . The dissolution or direct or indirect transfer of control of Tenant and/or its direct or any subsequent assignmentremote parent (however accomplished, subletting or other transfer. If Tenant is a corporationincluding, unincorporated association or partnershipby way of example only, the transfer, assignment admission of new partners or hypothecation members or withdrawal of any stock existing partners or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interestsmembers, or liquidation thereoftransfers of interests in distributions of profits or losses of Tenant and/or its parent, transfer of stock, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock and including, without limitation, and by way of example only, the transfer of a majority of the outstanding capital stock of a company, which company owns 100% of a second tier company, which in turn owns 51% of the outstanding capital stock of a corporate tenant under this Lease) shall be deemed an assignment within the meaning and provisions of this section and Lease regardless of whether the sale of transfer is made by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or substantially all a portion of the assets of Tenant Tenant’s obligations under this Lease shall be deemed an assignment within the meanings and provisions of this sectionLease. The No assignment or other transfer of this Lease and the term and estate hereby granted, and no subletting of all or any portion of the Premises shall relieve Tenant of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any assignment or sublet in violation of this Article 10 shall be void and of no force or effect. Notwithstanding the foregoing, so long as Tenant is a partnership, changes in the partners of Tenant in the ordinary course of Tenant’s business by reason of the death, withdrawal, termination, retirement, resignation, bankruptcy or adjudication of incompetency of one or more partners or the admission of new partners (any of the foregoing sentence being referred to as a “Partnership Event”) shall not apply to: be deemed an assignment of this Lease, and shall not require the consent of Landlord, unless such Partnership Event (i) occurs as a result of or in connection with any corporation event described in clauses (i) or partnership (ii) in Section 10.01(b) (in which is a reporting company under case the Securities Exchange Act provisions of 1934Section 10.01(b) shall be applicable), or (ii) a sale shall be effected in order to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on circumvent the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with prohibition upon the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership or hypothecation of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received without Landlord’s consent thereto (as provided in this Article 10. Notwithstanding anything to the extent such consent is required hereundercontrary contained herein, the transfer of the outstanding equity interests of Tenant by persons or parties though the “over the counter market” or through any recognized securities exchange or pursuant to an initial public offering (other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended) shall not be voiddeemed an assignment of this Lease.

Consent Required. Except in connection with a Permitted TransferNotwithstanding the provisions of Section ---------------- 30.4 below, neither Tenant shall neither nor any sublessee or assignee of Tenant shall, directly or indirectly, voluntarily nor or by operation of law assignlaw, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the Premises or Tenant’s 's leasehold estate hereunderhereunder (each such act is herein referred to as an "Assignment"), or permit any other person (excepting Tenant’s agents and employees) to occupy sublet the Premises or any portion thereofthereof or permit the Premises to be occupied by anyone other than Tenant (each such act is herein referred to as a "Sublease"), without Landlord’s 's prior written consentconsent in each instance, which consent shall be not be unreasonably withheldwithheld or delayed. Any Assignment or Sublease that is not in compliance with this Article 18 shall be void and, delayed at the option of Landlord, shall constitute a material default by Tenant under this Lease. The acceptance of Rent or conditioned Consent Additional Charges by Landlord to one from a proposed assignee, sublessee or more assignments of this Lease or to one or more sublettings occupant of the Premises shall not constitute a waiver of Landlord’s right to require consent to any subsequent assignment, subletting such Assignment or other transferSublease by Landlord. If Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five Seventy percent (2570%) of all outstanding stock 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 interests, or liquidation thereofin consideration for any Sublease over the Rent and Additional Charges payable hereunder, shall be deemed an assignment within the meaning and provisions of this section and the sale of all or substantially all of the assets of Tenant shall be deemed an assignment within the meanings and provisions of this sectionpayable to Landlord as Additional Charges. The foregoing sentence shall not apply to: (i) any corporation or partnership which right to such amounts is a reporting company under expressly reserved from the Securities Exchange Act grant of 1934, or (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on 's leasehold estate for the Effective Datebenefit of Landlord. Tenant shall reimburse use reasonable diligent efforts to collect all such amounts. Landlord for all of Landlord’s shall have the right from time to time, upon reasonable costs and attorneys’ fees incurred in conjunction with the processing and documentation of advance notice, to review Tenant's records relating to any required consent to assignment, subletting, transfer, change of ownership or hypothecation of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses such amounts payable to third parties. Any purported sublease or assignment of received by Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be void.

Consent Required. Except in connection with a Permitted Transfer, Tenant shall neither voluntarily nor by operation of law not sell, assign, sell, encumbermortgage, pledge or otherwise in any manner transfer this Lease or any interest therein, nor sublet all or any part of Tenant’s leasehold estate hereunderthe Premises, nor license concessions nor lease departments therein, without Landlord's prior written consent in each instance WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED SO LONG AS TENANT AND ITS PROPOSES TRANSFEREE COMPLY WITH CONDITIONS 1-6 BELOW. Consent by Landlord to any assignment or permit subletting shall not waive the necessity for consent to any other person (excepting Tenant’s agents and employees) to occupy subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any portion thereof, without Landlord’s prior written consent, which consent shall be not be unreasonably withheld, delayed part sublet or conditioned Consent occupied by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not constitute a waiver of Landlord’s right to require consent to any subsequent assignment, subletting or anybody other transfer. If Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, shall be deemed an assignment within the meaning and provisions of this section and the sale of all or substantially all of the assets of Tenant shall be deemed an assignment within the meanings and provisions of this section. The foregoing sentence shall not apply to: (i) any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934, or (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on , Landlord may collect rent from the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s reasonable costs assignee, subtenant or occupant and attorneys’ fees incurred in conjunction with apply the processing and documentation of any required consent same to the rent herein reserved, but no such assignment, subletting, transferoccupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, change subtenant or occupant as tenant, or a release of ownership 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 hypothecation (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 any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease Lease, and shall not be effective or Tenant’s interest in and to deemed valid unless, at the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment time of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be void.assignment:

Consent Required. Except in connection with a Permitted Transfer, Tenant shall neither voluntarily nor not assign, encumber, mortgage, pledge, license, hypothecate or otherwise transfer the Premises or this Lease whether voluntarily, by operation of law assignor otherwise, sell, encumber, pledge or otherwise transfer sublease all or any part of Tenant’s leasehold estate hereunderthe Premises, or permit the use or occupancy of the Premises by any party other than Tenant (each a “Transfer”), nor may Tenant sublease space or take an assignment of a lease from any other person (excepting Tenant’s agents and employees) to occupy tenant in the Premises or any portion thereofProject, without Landlord’s the prior written consentconsent of Landlord, which consent shall be not be unreasonably withheld, delayed conditioned or conditioned Consent by delayed. It shall be reasonable for Landlord to one or more assignments of this Lease or withhold consent to one or more sublettings a Transfer if the transferee proposes to use the transferred portion of the Premises primarily for a Call Center. Landlord shall not constitute a waiver of Landlord’s right to require unreasonably withhold its consent to any subsequent assignmenta sublease or an assignment of Tenant’s rights under this Lease provided that Tenant is not in default at the time Tenant requests such consent. In agreeing to act reasonably, subletting or other transfer. If Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate; provided, however, so long as Tenant is a corporationcorporation that is publicly traded on a reputable United States stock exchange, unincorporated association or partnershipand that Tenant has not transferred more than 60,000 rentable square feet of the Premises (inclusive of any then in-effect Transfer), Landlord shall not be permitted to consider the financial terms of the Transfer including, but not limited to, the transfer, assignment financial strength or hypothecation creditworthiness of any stock subtenant; provided, further, if Tenant has transferred or interest in is transferring more than 60,000 rentable square feet (on a cumulative basis), Landlord may consider the financial terms of such corporationTransfer. In exercising such right of approval or disapproval, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, Landlord shall be deemed an assignment within entitled to take into account any factor Landlord reasonably deems relevant to such decision, including but not limited to the meaning and provisions of this section and the sale of all or substantially following, all of the assets of Tenant shall which are agreed to be deemed an assignment within the meanings and provisions of this section. The foregoing sentence shall not apply toreasonable factors for Landlord’s consideration: (i) except as set forth above, 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 corporation or partnership which is a reporting company under proposed remodeling of the Securities Exchange Act of 1934, or Premises; (ii) whether the proposed assignee or subtenant is a sale to an entity person with a net worth, as designated whom Landlord has negotiated for space in its most recent financial statement the Building during the twelve (no older than 3 months), equal to or greater than Tenant’s net worth on the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction 12) month period ending with the processing and documentation date Landlord receives notice of any required consent to assignment, such proposed assignment or subletting, transfer, change unless Landlord does not have comparable space available in the Project; (ii) whether the proposed assignee or subtenant is a governmental entity or agency; and (iv) whether the proposed use of ownership the Premises by such proposed assignee or hypothecation of this Lease or Tenant’s interest in subtenant complies with the Permitted Use. Each and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported every sublease or assignment must provide that such sublease or assignment terminates on or before the end of Tenant’s interest in the then current Term of this Lease; provided, however, if Tenant extends this Lease requiring but not having received Landlord’s without exercising the Reduction Option, a sublease or assignment may be extended into such Extension Term. In no event may Tenant enter into a Transfer if an Event of Default is outstanding under this Lease. In the event that Tenant is no longer a corporation that is publicly traded on a reputable United States stock exchange, Landlord may condition its consent thereto (to any proposed Transfer on such conditions as Landlord may require including cure of any outstanding defaults, receipt of additional security and/or a lease guaranty, and construction of improvements reasonably deemed necessary or appropriate by Landlord by reason of the extent such consent is required hereunder) shall be voidTransfer.

Consent Required. Except in connection with a Permitted Transfer, Tenant shall neither voluntarily nor by operation of law will not assign, sellmortgage, encumberpledge, pledge hypothecate or otherwise transfer ---------------- sublet its interest under this Lease in whole or in part nor all or any part of Tenant’s leasehold estate hereunder, or permit any other person (excepting Tenant’s agents and employees) to occupy the Premises or any portion thereofDemised Premises, without Landlord’s the prior written consent, consent of Landlord in each instance which consent shall be not be unreasonably withheld, delayed or conditioned Consent . The consent by Landlord to one any assignment or more assignments of this Lease or to one or more sublettings of the Premises subletting shall not constitute a waiver of Landlord’s right to require the necessity for such consent to any subsequent assignmentassignment or subletting, This prohibition against assigning subletting, mortgaging and pledging shall be construed to include a prohibition against any assignment or subletting by operation of law, legal process, receivership, bankruptcy or other transferotherwise. If Tenant is a corporationthis Lease be assigned or if the Demised Premises or any part thereof be sublet by anyone other than Tenant, unincorporated association Landlord may collect rent from the assignee, subtenant or partnershipoccupant, and apply the transfernet amount collected to the rent herein reserved, assignment or hypothecation but no such collections of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, rent shall be deemed an assignment within the meaning and provisions a waiver of this section and covenant, or the sale of all or substantially all acceptance of the assets 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. Notwithstanding any assignment or sublease, Tenant shall be deemed an assignment within the meanings remain fully liable on this Lease and provisions of this section. The foregoing sentence shall not apply to: (i) be released from performing any corporation or partnership which is a reporting company under of the Securities Exchange Act of 1934terms, or (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on the Effective Datecovenants and conditions hereof. Tenant shall reimburse pay all reasonable costs, expenses and reasonable attorneys' fees that may be incurred or paid by Landlord in processing, documenting or administering any request by Tenant for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the processing and documentation of any required Tenant's consent pursuant to assignment, subletting, transfer, change of ownership or hypothecation of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be voidsection.

Consent Required. Except in connection with a Permitted Transfer, Tenant shall neither voluntarily nor by operation of law not transfer, assign, sellsublet, encumberenter into license or concession agreements, pledge change ownership, mortgage, or otherwise transfer hypothecate this Lease or the Tenant’s interest in and to the Premises (all or any part of Tenant’s leasehold estate hereunder, or permit any other person (excepting Tenant’s agents and employeeswhich are referred to as an “Assignment”) to occupy without first obtaining the Premises or any portion thereof, without written consent of the Landlord’s prior written consent, which consent [may be denied without stated reason] [shall be not be unreasonably withheld, delayed or conditioned Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not constitute a waiver of Landlord’s right to require consent to any subsequent assignment, subletting or other transfer]. If Tenant is a corporation, unincorporated association or limited liability company, partnership, or other business entity, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership transfer in the aggregate in excess of twentyover any 36-five percent month period during the Term (25%including any Renewal Term) of all outstanding stock this Lease of any ownership interest by the owner or interestsowners of a majority of the shares or other ownership interest in Tenant of any class with respect to voting, profits, or liquidation thereofdistributions, shall be deemed an assignment within of this Lease. Any attempted Assignment without the meaning 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 in Landlord’s judgment the quality of operation or the financial worth of the proposed new tenant is less than that of the Tenant executing this Lease; or the assignee lacks sufficient business reputation or experience to operate a successful business of the type and quality permitted under this Lease; or the Assignment would breach any covenant of Landlord respecting radius, location, use, or exclusivity in any other lease or financing agreement; or the Tenant is in default of any of the terms or provisions of this section Lease. Nothing contained in this Lease shall relieve Tenant from its covenants and obligations for the sale of all or substantially all of the assets of Tenant shall be deemed an assignment within the meanings and provisions of this section. The foregoing sentence shall not apply to: (i) any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934, or (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership or hypothecation term of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received event Landlord’s consent thereto (to an Assignment is granted. If an Assignment is permitted, any payment to the extent such consent is required hereunder) Tenant, and any increase in rent received by Tenant, shall be voidpaid to Landlord as additional rent promptly following its receipt by Tenant.

Consent Required. Except in connection with a Permitted Transfer, Tenant shall neither voluntarily nor by operation of law assign, sell, encumber, pledge or otherwise transfer all or any part of Tenant’s leasehold estate hereunder, or permit any other person (excepting Tenant’s agents and employees) to occupy the Premises or any portion thereofnot, without Landlord’s the prior written consentconsent of Landlord in each instance, which consent shall be not be unreasonably withheld, delayed assign its rights or conditioned Consent delegate its duties under this Lease (whether by Landlord operation of law, transfers of interests in Tenant or otherwise), mortgage or encumber its interest in this Lease, in whole or in part; sublet, or permit the subletting of the Demised Premises or any part thereof; or permit the Demised Premises or any part thereof to one be occupied or more assignments used by any person other than Tenant, except in the case of a "Permitted Sublease" or "Permitted Assignment". For purposes of this Lease or to one or more sublettings of the Premises shall not constitute a waiver of Landlord’s right to require consent to any subsequent assignment, subletting or other transfer. If Tenant is a corporation, unincorporated association or partnershipLease, the transferfollowing shall be considered a Permitted Sublease and/or Permitted Assignment, assignment or hypothecation of any stock or interest in such corporation, association or partnership in as the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereofcase may be, shall be deemed an a sublease or assignment within the meaning and provisions to any controlling entity of this section and Tenant, including through merger, consolidation or the sale of all or substantially all of the assets and stock. In the case of a Permitted Sublease or Permitted Assignment, Tenant shall not be deemed an assignment within required to obtain Landlord's consent but shall only be required to provide written notice of the meanings and provisions of this section. The foregoing sentence same at least twenty (20) business days prior to such occurrence, provided Tenant provides proof to Landlord that the permitted sublessee or permitted assignee shall not apply to: (i) any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934, or (ii) a sale to an entity with have a net worth, as designated in its most recent financial statement (no older than 3 months), worth equal to or greater than that of Tenant and a financial strength equal to or better than Tenant at the time of such assignment or sublet. Further, Landlord agrees it shall not unreasonably withhold its delay or consent to Tenant’s net worth on 's request to sublet the Effective Date. Tenant shall reimburse Landlord for all Demised Premises to a third party of Landlord’s reasonable costs equal or greater financial creditworthiness, provided the proposed use of the subtenant is a Permitted Use and attorneys’ fees incurred that such proposed subtenant's occupancy is in conjunction keeping with the processing and documentation character of any required consent the office/industrial park in which the Project is located. Any sublet or assignment to assignment, subletting, transfer, change of ownership or hypothecation third parties shall be specifically governed in accordance with the remainder of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be voidArticle 6.

Consent Required. Except in connection with a Permitted Transfer, (a) Tenant shall neither not, voluntarily nor or involuntarily, by operation of law or otherwise: (i) assign, sellmortgage, encumberpledge, pledge encumber or otherwise in any manner transfer this Lease in whole or in part, or (ii) sublet all or any part of Tenant’s leasehold estate hereunderthe Demised Premises, or permit allow any other person (excepting Tenant’s agents and employees) to occupy the Premises all or any portion part thereof, without Landlord’s the prior written consent of Landlord in each instance, which consent, which consent as more fully provided below, shall be not be unreasonably withheld, delayed or conditioned Consent and any attempt to do any of such acts without such consent shall be null and void and of no effect. Tenant shall reimburse Landlord for all third party costs and third party expenses incurred by Landlord to one or more assignments in reviewing said request, including, without limitation, reasonable outside attorneys’ fees, but such reimbursement of this Lease or to one or more sublettings of the Premises such costs, expenses and fees shall not constitute to exceed $2,500.00 in the aggregate. In the event of a waiver transfer of Landlord’s right to require consent to any subsequent assignmentcontrol of Tenant, subletting or other transfer. If Tenant is including, without being limited to, a corporation, unincorporated association or partnership, the transfer, assignment or hypothecation transfer of any stock or partnership interest in such corporationor the merger, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interestsconsolidation, or liquidation thereof, shall be deemed an assignment within the meaning and provisions of this section and the sale of all or substantially all of the other assets of Tenant or other corporate or other reorganization of Tenant (whether or not Tenant shall be the surviving entity) (such event being a “Transfer of Control Event” and the entity assigned this Lease a “Transfer of Control Assignee”). Tenant shall give Landlord written notice within 30 days after a Transfer of Control Event and furnish reasonable evidence that such assignee has a net worth of equal to or greater than the net worth as of the Date of Execution of Lease of Kanawha Insurance Company (“Required Net Worth”). In the event the assignee shall have the Required Net Worth such Transfer of Control Event shall not be deemed an assignment under this Lease and shall not require Landlord’s prior consent. Such assignment shall be subject to all the provisions of this Article. In the event the Transfer Control Assignee shall not have the Required Net Worth, then such Transfer of Control Event shall be deemed an assignment within the meanings and provisions Landlord shall have all of this sectionits rights in connection with an assignment or sublet as set forth in Section 15 (c). The foregoing sentence consent by Landlord to any assignment, mortgage, pledge, encumbrance, transfer or subletting shall not apply to: (i) any corporation or partnership which is constitute a reporting company under waiver of the Securities Exchange Act of 1934, or (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on the Effective Date. Tenant shall reimburse Landlord necessity for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the processing and documentation of any required such consent to any subsequent assignment, mortgage, pledge, encumbrance, transfer or subletting, transfer, change of ownership or hypothecation of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be void.

Consent Required. Except in connection with a Permitted Transferas otherwise provided herein, Tenant shall neither voluntarily nor by operation agrees not to assign or in any manner transfer this Lease or any estate or interest therein without the prior written consent of law assign, sell, encumber, pledge or otherwise transfer all Landlord and not to sublet the Leased Premises or any part or parts thereof or allow anyone to come in with, through or under it without like consent. Despite the foregoing, Landlord shall not withhold its consent to assign or sublet to assignee or subtenant that has a net worth equal to or greater than the net worth of Tenant’s leasehold estate hereunder, or permit any other person (excepting Tenant’s agents and employees) to occupy the Premises or any portion thereof, without Landlord’s prior written consent, which consent shall be not be unreasonably withheld, delayed or conditioned . Consent by Landlord to one or more assignments assignment(s) of this Lease or to one or more sublettings subletting(s) of the said Leased Premises shall not constitute a waiver operate to exhaust Landlord's rights under this Article. In the event that Tenant, with the previous consent of Landlord’s right to require consent to , does assign or in any subsequent assignmentmanner transfer this Lease or any estate or interest therein, subletting Tenant shall be released from any of its obligations under this Lease. The sale, issuance, or other transfer. If transfer of any voting capital stock of Tenant (if Tenant is a non-public corporation), unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest which results in such corporation, association or partnership a change in the aggregate in excess managing control of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereofTenant, shall be deemed to be an assignment of this Lease within the meaning and provisions of this section and Section. Notwithstanding the sale of all or substantially all of the assets of Tenant shall foregoing, Landlord's consent will not be deemed an assignment within the meanings and provisions of this section. The foregoing sentence shall not apply to: required for (i) any corporation an assignee, successor or partnership which occupant who is a reporting company under subsidiary, affiliate, or merger partner of Tenant as long as the Securities Exchange Act financial status of 1934, such entity is equal to or stronger than Tenant's financial status or (ii) the sale of assets to a sale to an entity with a net worth, as designated in its most recent buyer whose financial statement (no older than 3 months), status is equal to or greater stronger than Tenant’s net worth on 's financial status or (iii) the Effective Date. issuance of stock or ownership interests in connection with any recapitalization or public offering by Tenant shall reimburse Landlord for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership or hypothecation of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be voidits affiliates.

Consent Required. Except in connection with a Permitted Transfer, The Tenant shall neither voluntarily not mortgage or assign this Lease, in whole or in part, nor sublet or allow any other person or entity to use all or any portion of the Premises, without the prior written consent of the Landlord. It is agreed that the Landlord may withhold its consent to an assignment or sublease if the proposed assignee or sublessee, by the nature of its business or clientele, will: (i) increase the utilization of the Common Areas; (ii) affect the other tenants of the Building in a material adverse way; (iii) require more parking facilities than the Tenant requires; (iv) require specialized equipment making necessary alterations in the electric, plumbing, heating or other utility systems in the Premises or the Building; (v) if the first mortgagee of the Building does not consent to such assignment or sublease; or (vi) any other reason in the Landlord's discretion. If the rent the Tenant receives from any such assignee or subtenant for a given portion of the Premises is greater than that paid by the Tenant to the Landlord for the same portion of the Premises, the Tenant shall pay to the Landlord, as Additional Rent, fifty percent (50%) of such difference. Such Additional Rent shall be due and payable on the first of each month. The foregoing prohibition on assignment and subletting shall be construed to include a prohibition against any assignment or subletting by operation of law assign, sell, encumber, pledge or otherwise transfer all or any part of Tenant’s leasehold estate hereunder, or permit any other person (excepting Tenant’s agents and employees) to occupy law. The consent by the Premises or any portion thereof, without Landlord’s prior written consent, which consent shall be not be unreasonably withheld, delayed or conditioned Consent by Landlord to one any mortgage, assignment or more assignments of this Lease or to one or more sublettings of subletting by the Premises Tenant shall not constitute a waiver of the requirement for the Tenant to obtain the Landlord’s right to require 's consent to any subsequent assignment, subletting or other transfer. If Tenant is a corporation, unincorporated association or partnership, the transfermortgage, assignment or hypothecation subletting. If this Lease is assigned or if the Premises or any portion thereof is sublet or occupied by any party other than the Tenent, the Landlord may collect rent from such party and apply the amount collected to the payment of any stock or interest Rent in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, shall be deemed an assignment within the meaning and provisions of this section and the sale of all or substantially all of the assets of Tenant shall be deemed an assignment within the meanings and provisions of this section. The foregoing sentence shall not apply to: (i) any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934, or (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction accordance with the processing and documentation of any required consent to provisions hereof; provided, however, that no such assignment, subletting, transferoccupancy or collection shall be deemed to constitute a waiver of the prohibition against assignment or subletting without the prior written consent of the Landlord or the acceptance of any assignee, change subtenant or occupant as a tenant or a release of ownership or hypothecation the Tenant from the terms hereof, and the Tenant shall not be released from performing any of the terms of this Lease Lease. Notwithstanding any assignment or Tenant’s interest sublease with the consent of the Landlord, the Tenant shall remain liable in accordance with the terms and to conditions hereof and the PremisesTenant shall not be released from performing any of the terms, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment covenants and conditions of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be voidLease.

Consent Required. Except Any term, covenant, agreement or condition of this Agreement may, with the consent of the Company, be amended or compliance therewith may be waived (either generally or in connection a particular instance and either retroactively or prospectively), if the Company shall have obtained the consent in writing of the holders of (unless otherwise provided herein) at least a majority in the then outstanding principal amount of the Notes; provided, that no such waiver or amendment shall be effective (a) which will change the time of payment of the principal of, interest on or applicable Prepayment Call Price or Change in Control Event Prepayment Price with a Permitted Transfer, Tenant shall neither voluntarily nor by operation of law assign, sell, encumber, pledge respect to any Note or otherwise transfer all or any part of Tenant’s leasehold estate hereunderreduce the principal amount thereof, or permit interest thereon, or applicable Prepayment Call Price or Change in Control Event Prepayment Price with respect thereto, (b) which will change any other person (excepting Tenant’s agents and employees) to occupy the Premises or any portion thereof, without Landlord’s prior written consent, which consent shall be not be unreasonably withheld, delayed or conditioned Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not constitute a waiver provisions of Landlord’s right Section 2.1, or (c) which will change the percentage of holders of the Notes required to require consent to any subsequent assignment, subletting such waiver or other transfer. If Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or hypothecation amendment of any stock or interest in such corporation, association or partnership in of the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, shall be deemed an assignment within the meaning and provisions of this section and Section 10, or Section 7, in each case without the sale consent of all or substantially all each holder of the assets of Tenant Notes affected thereby; and provided, further, that no such waiver or amendment shall be deemed an assignment within effective which will change any of the meanings rights or obligations of holders of Deferred Additional Interest Notes or Registrable Securities without the consent of each holder of Deferred Additional Interest Notes and provisions of this section. The foregoing sentence shall not apply to: (i) any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934, or (ii) a sale to an entity with a net worthRegistrable Securities, as designated in its most recent financial statement (no older than 3 months)the case may be, equal to affected thereby. Executed or greater than Tenant’s net worth on the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s reasonable costs true and attorneys’ fees incurred in conjunction with the processing and documentation correct copies of any required consent waiver or amendment to assignment, subletting, transfer, change of ownership or hypothecation of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) Agreement shall be voiddelivered by the Company to each holder of outstanding Notes or Registrable Securities forthwith following the date on which the same shall have been executed and delivered by the holder or holders of the requisite percentage of outstanding Notes and by the holder or holders of the Deferred Additional Interest Notes and/or Registrable Securities, as the case may be.

Consent Required. Except in connection with a Permitted Transfer, Tenant shall neither voluntarily nor not, whether voluntarily, involuntarily, or by operation of law assignor otherwise, sellwithout the prior written consent of Landlord, encumber, pledge (a) assign or otherwise transfer all this Lease or the term and estate hereby granted, or offer or advertise to do so, (b) sublet the Leased Premises or any part of Tenant’s leasehold estate hereunderthereof, or permit any offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other person than Tenant, (excepting Tenant’s agents and employeesc) to occupy mortgage, pledge, encumber or otherwise hypothecate this Lease or the Leased Premises or any portion thereofpart thereof in any manner whatsoever, or (d) permit the Leased Premises or any part thereof to be occupied, or used for desk space, mailing privileges or otherwise, by any person other than Tenant without Landlord’s in each instance obtaining the prior written consentconsent of Landlord; provided, which consent however, (i) Tenant shall have the right to assign or sublet the Leased Premises in whole or in part provided that the assignee or subtenant shall be acceptable to the Landlord and such assignee or subtenant shall be as credit worthy as other occupants of VIA MIZNXX XXXANCIAL PLAZA and shall conduct a business consistent with and meet the standards imposed on other occupants of VIA MIZNXX XXXANCIAL PLAZA and further the occupancy by such assignee or subtenant shall not result in a breach of or violation of any term of any lease between the Landlord and any other occupant of VIA MIZNXX XXXANCIAL PLAZA; or (ii) Tenant shall have the right (with 60 days prior written notice to the Landlord) to assign or sublet the Leased Premises to a related entity owned by the parent entity of the Tenant which parent entity shall have not less than a twenty percent (20%) ownership interest in the related entity to which the Tenant assigns or sublets and such assignee or subtenant shall conduct a business consistent with the Tenant and meet the standards imposed on other occupants of VIA XXXXXX FINANCIAL PLAZA and further the occupancy by the assignee or subtenant shall not result in a breach of or violation of any term of any lease between the Landlord and any other occupant of VIA MIZNXX XXXANCIAL PLAZA. Any assignment made pursuant to subparagraph 11.01(i) above shall be unreasonably withheld, delayed subject to the following provisions: It is further agreed between the Landlord and Tenant that the Landlord shall be entitled to receive any increase in the rent or conditioned Consent other considerations paid by an assignee or subtenant in excess of the rental obligations of the Tenant to the Landlord as set forth in this Lease. The consent by Landlord to one any assignment or more assignments of this Lease or to one or more sublettings of the Premises subletting shall not constitute a waiver of Landlord’s right to require 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 basis or reasons for which it refuses to grant such consent (whether arbitrarily or otherwise) and may not, under any circumstances, be required or compelled to grant such consent. If this Lease be assigned without consent of Landlord, or if the Leased Premises or any part thereof be underlet or occupied by any party other than Tenant without consent of Landlord, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting underletting, occupancy or other transfer. If Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, collection shall be deemed an assignment within the meaning and provisions a waiver of this section covenant, or the acceptance of the assignee, subtenant or occupant as Tenant1 or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained, and further provided that Landlord shall 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 or notice to Landlord of such assignment or subletting; provided, however, Tenant may elect to withdraw its request for assignment or subletting and the sale Lease shall not terminate as provided for hereinbefore. This prohibition against assignment or subletting shall be construed to include prohibition against any assignment or subleasing by operation of all law, legal process, receivership, bankruptcy or substantially all otherwise, whether voluntary or involuntary. Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this Lease and shall not be released from performing any of the assets of Tenant shall be deemed an assignment within the meanings terms, covenants and provisions conditions of this section. The foregoing sentence shall not apply to: (i) any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934, or (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership or hypothecation of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be voidLease.

Consent Required. Except in connection with a Permitted Transfer, Tenant shall neither voluntarily nor by operation of law assign, sell, encumber, pledge or otherwise transfer all or any part of Tenant’s leasehold estate hereunder, or permit any other person (excepting Tenant’s agents and employees) to occupy the Premises or any portion thereofnot, without Landlord’s prior written consent, which may be withheld in Landlord’s reasonable discretion, directly or indirectly, (a) assign, convey, mortgage or otherwise encumber this Lease or any interest under it; (b) allow any transfer thereof or any lien upon Tenant’s interest by operation of law; (c) sublet the Leased Premises or any part thereof; or (d) permit the use or occupancy of the Leased Premises or any part thereof by anyone other than Tenant. Tenant shall provide Landlord with a minimum of thirty (30) days’ notice of a request for an assignment or sublet of this Lease. In the event Tenant solicits Landlord’s consent to sublease the Premises, Landlord may, in lieu of granting such consent, elect to terminate this Lease, effective on the commencement date specified in the sublease to which Landlord’s consent was requested, by sending written notice of such election to Tenant. However, Tenant may nullify and supersede Landlord’s termination election by delivering written notice to Landlord withdrawing Tenant’s assignment or sublease request on or before fifteen (15) days after receipt of Landlord’s termination notice. No permitted assignment or subletting shall relieve Tenant of Tenant’s covenants and agreements hereunder and Tenant shall continue to be liable as a principal and not be unreasonably withheldas a guarantor or surety, delayed to the same extent as though no assignment or conditioned subletting had been made. Consent by Landlord to of one or more assignments assignment of this Lease or to one or more sublettings subletting of the said Leased Premises shall not constitute a waiver of operate to exhaust Landlord’s right to require consent to any subsequent assignment, subletting or other transfer. If Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, shall be deemed an assignment within the meaning and provisions of rights under this section and the sale of all or substantially all of the assets of Tenant shall be deemed an assignment within the meanings and provisions of this section. The foregoing sentence shall not apply to: (i) any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934, or (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership or hypothecation of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be voidArticle.

Consent Required. Except in connection with a Permitted Transfer, Tenant shall neither voluntarily not assign the Lease in whole or in part, nor by operation of law assign, sell, encumber, pledge or otherwise transfer sublet all or any part of Tenant’s leasehold estate hereunder, or permit any other person (excepting Tenant’s agents and employees) to occupy the Demised Premises or any portion thereof, without Landlord’s first obtaining the prior written consentconsent of Landlord in each instance, which consent shall may be not be unreasonably withheldgranted or withheld in Landlord's sole discretion. Landlord may withhold its consent on any reasonable ground, delayed or conditioned Consent by Landlord to one or more assignments of this Lease or to one or more sublettings including without limitation any of the Premises shall not constitute a waiver of Landlord’s right to require consent to any subsequent assignment, subletting or other transfer. If Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, shall be deemed an assignment within the meaning and provisions of this section and the sale of all or substantially all of the assets of Tenant shall be deemed an assignment within the meanings and provisions of this section. The foregoing sentence shall not apply tofollowing situations: (i) any corporation the Transferee's contemplated use of the Demised Premises following the proposed Occupancy Transaction is not identical to the Permitted Use; (ii) in Landlord's reasonable business judgement, the Transferee lacks sufficient business reputation or partnership which is experience to operate a reporting company successful business of the type and quality permitted under the Securities Exchange Act Lease; (iii) the present net worth and working capital of 1934the Transferee are less than that of Tenant, or Tenant and Tenant's Guarantor, as the case may be, at the Execution Date or at the time of the request, whichever is higher; or (iv) the proposed Occupancy Transaction would breach any covenant of Landlord respecting radius restriction, location, use or exclusivity In any other Lease, financing agreement, or other agreement relating to the Shopping Center. Tenant shall not have the right or power to enter into an Occupancy Transaction if Tenant shall be in default under any provision of the Lease. Should Tenant desire to enter into an Occupancy Transaction, Tenant shall request Landlord's consent to such transaction in writing at least thirty (30) days before the effective date of any such transaction. Said request shall include (i) a detailed description of the proposed transaction, including its nature, effective date, the purchase price, payment terms, allocation among leasehold interest, personal property, improvements, goodwill, inventory and other items; (ii) a sale to an entity description of the Identity, financial condition and previous business experience of tenant or transferee, including, without limitation, copies of latest income statement, balance sheet and statement of cash flows (with accompanying notes and disclosures of all material changes thereto) in audited form, if available, and certified as accurate by tenant or transferee respectively, together with a net worthstatement authorizing Landlord or its designated representative(s) to Investigate tenant's or transferee's business experience, as designated credit and financial responsibility; and (iii) a check in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on the Effective Date. Tenant shall reimburse Landlord for all amount of Landlord’s reasonable costs Five Hundred and attorneys’ fees incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership or hypothecation of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand No/100 Dollars ($1,000500.00) per request plus reasonable out-of-pocket expenses payable to third partiesLandlord for Landlord's administrative and legal review of said Occupancy Transaction. Within thirty (30) days after receipt of Tenant's request for consent and all items required Landlord may consent to the proposed Occupancy Transaction, or refuse to consent to the Occupancy Transaction. Any purported sublease or assignment consent by Landlord to any Occupancy Transaction shall be evidenced by an Instrument prepared by Landlord, and executed by Tenant and Transferee. As a condition to the completion of such transaction, Transferee shall agree in writing to assume and perform all of the terms, covenants and conditions of the Lease that are obligations of Tenant’s , including any past due or unknown monetary obligations as of the date of assignment, Tenant shall remain fully liable to perform its duties under the Lease following the Occupancy Transaction. If Tenant enters into an Occupancy Transaction, the Minimum Annual Rent then payable and any scheduled increases thereto shall be increased on the effective date of such transaction to the greater of (I) the total Minimum Annual Rental payable by the Transferee to Tenant; (ii) an amount equal to the total of the Minimum Annual Rental plus Percentage Rent required to be paid by Tenant pursuant to the Lease during the calendar year immediately preceding such transaction; or (iii) the Minimum Annual Rental then payable and any scheduled increases thereto, increased in accordance with the CPI Adjustment Procedures using the Rent Commencement Date as the base month and the effective date of such transaction as the month of adjustment. The foregoing shall be construed to include a prohibition against any voluntary or involuntary assignment or subletting arising by operation of law. Notwithstanding any assignment or sublease, Tenant shall remain fully liable under the Lease and shall not be released from performing any of the terms, covenants and conditions hereof unless Landlord expressly releases Tenant. 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 Demised Premises are a part or its interest in this Lease requiring but not having received the Lease, and Tenant agrees to attorn to Landlord’s consent thereto (to the extent such consent is required hereunder) shall be void's purchaser or assignee.

Consent Required. Except in connection with a Permitted TransferSubtenant shall not, Tenant shall neither voluntarily nor directly or indirectly, by operation of law assignor otherwise, sell, assign, encumber, pledge pledge, or otherwise transfer or hypothecate all or any part of Tenant’s the Subleased Premises or Subtenant's leasehold estate hereunder, or sublet or otherwise permit any other person (excepting Tenant’s agents and employees) to occupy the occupancy of the Subleased Premises or any portion thereofthereof (any of the foregoing being referred to herein as a "Transfer"), without Landlord’s the prior written consentconsent of Sublandlord and Landlord (in accordance with the provisions of Article 14 of the Master Lease, it being expressly agreed as between Sublandlord and Subtenant that the provisions of Section 14.1(b) of the Master Lease shall be applicable as between Sublandlord and Subtenant under this Sublease) in each instance; any such Transfer shall be subject to all of the rights of the Landlord under said Article 14 and, except as otherwise specifically provided for or modified herein, such rights shall apply equally to Sublandlord. Subtenant agrees that any consent to any Transfer of this Sublease or the Subleased Premises shall not be deemed to be a consent to any other Transfer and shall not thereby release or discharge Subtenant of its obligations or liabilities hereunder. Any assignment or subletting for which Sublandlord's consent is required hereunder made without such consent shall be not be unreasonably withheld, delayed or conditioned Consent by void. Sublandlord agrees to use commercially reasonable efforts to attempt to cause Landlord to one or more assignments consent to a proposed Transfer of this Lease or to one or more sublettings of the Premises shall not constitute a waiver of Landlord’s right to require consent to any subsequent assignmentSublease, subletting or other transfer. If Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, shall be deemed an assignment within the meaning and provisions of this section and the sale of all or substantially all of the assets of Tenant shall be deemed an assignment within the meanings and provisions of this section. The foregoing sentence shall not apply to: provided that (i) Subtenant pays any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934costs incurred by Sublandlord with respect thereto, or and (ii) a sale Sublandlord shall in no event be required to an entity with a net worth, as designated initiate any litigation against Landlord in its most recent financial statement (no older than 3 months), equal to or greater than Tenant’s net worth on the Effective Date. Tenant shall reimburse Landlord for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership or hypothecation of this Lease or Tenant’s interest in and to the Premises, not to exceed One Thousand Dollars ($1,000) per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be voidconnection therewith.