Common use of No Transfer Without Consent Clause in Contracts

No Transfer Without Consent. Tenant shall not, without the prior written consent of Landlord (which consent shall not be unreasonably conditioned, delayed or withheld), (i) assign, convey or mortgage this Lease or any interest hereunder; (ii) permit to occur or exist any assignment of this Lease, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; or (iv) permit the occupancy of the Premises by any parties other than Tenant, its affiliates and their employees. Any such action (each, a “Transfer’’) on the part of Tenant to any assignee, sublessee or other transferee (each assignee, sublessee or other transferee being referred to herein as a “Transferee”), without Landlord’s consent to the extent such consent is required, shall be void and of no effect. Landlord’s consent to any Transfer or Landlord’s election to accept any Transferee as the tenant hereunder and to collect rent from such Transferee shall not release Tenant or any subsequent tenant of the Premises from any covenant or obligation under this Lease. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Notwithstanding any contrary provision of this Lease, Tenant shall have the right, without the prior consent of Landlord, to assign this Lease and to sublet all or any portion of the leased Premises to any person or entity (a) controlling, controlled by, or under common control with Tenant, (b) acquiring all or substantially all of the assets of Tenant, or (c) with or into which Tenant merges or consolidates, whether by statutory merger, sale of stock, or otherwise (any of the foregoing (a)-(c), a “Related Party Transfer”), so long as (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease by a third party, (ii) the assignment or sublet is not made to circumvent the provisions of this Section 17.01, and (iii) the assignee or successor under (b) or (c) succeeds to all or substantially of Tenant’s business conducted within the Premises immediately prior to such assignment or sublet. In no event shall any business reorganization (e.g., a change in corporate form of Tenant), nor any change in Tenant’s shareholders, partners, or other beneficial owners in the conduct of Tenant’s business, be deemed an assignment of Tenant’s interest in this Lease. Landlord agrees that the Premises may be occupied without the need for any sublease during the Term by any persons or entities which in the aggregate occupy not more than five percent (5%) of the Premises if such persons or entities are during the period of occupancy involved in a then current engagement with Tenant, current consultants to Tenant actively involved in furnishing consulting services during such period, or a member of Tenant or any affiliate thereof, to whom Tenant is providing courtesy office space. No Transfer or Related Party Transfer shall release the transferor from primary liability with the transferee for all of the Tenant’s obligations under this Lease. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer requiring Landlord’s consent where one or more of the following applies (without limitation as to other reasonable grounds for withholding consent, Landlord acknowledging that the rental rate is not a reasonable ground for withholding consent under this Lease): (i) the Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Property; (ii) the Transferee intends to use the Premises or a portion thereof for purposes which are not permitted under this Lease; (iii) the Transferee is either (x) a government (or agency or instrumentality thereof), (y) an occupant of the Property (unless Landlord does not have comparable space in the Building that is suitable for use by such occupant), or (z) a prospective tenant of the Property with whom Landlord is actively negotiating at the time Tenant proposes to make the Transfer; (iv) Tenant is in monetary default (or any other default which has continued beyond applicable notice and cure periods) as described in ARTICLE 24; (v) the proposed Transferee’s anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Materials in a manner not otherwise permitted by this Lease; (vi) the proposed Transferee is in any way affiliated with organizations which sponsor terrorist organizations regardless of the use to be made of the Premises by the proposed Transferee; (vii) the corridor pattern resulting from demising the sublease space would result in access to leasable space serviced by that corridor being inconsistent with the corridor pattern of a first- class office building; or (viii) in the reasonable judgment of Landlord acting in good faith, such a Transfer would violate any term, condition, covenant or agreement of the Landlord involving the Property. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor shall be to seek specific performance of Landlord’s obligation to consent to such Transfer.

No Transfer Without Consent. Tenant shall not, without the prior written consent of Landlord in each instance (which consent shall not may be unreasonably conditioned, delayed or withheld), withheld in Landlord’s sole and absolute discretion except as provided below) (i) assign, convey mortgage or mortgage otherwise encumber this Lease or any interest of its rights hereunder; (ii) permit to occur or exist any assignment of this Lease, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; thereof or (iv) permit the occupancy or use of the Premises by any parties other than Tenant, its affiliates and their employees. Any such action (each, a “Transfer’’) on the part of Tenant to any assignee, sublessee or other transferee (each assignee, sublessee or other transferee being referred to herein as a “Transferee”), without Landlord’s consent to the extent such consent is required, shall be void and of no effect. Landlord’s consent to any Transfer or Landlord’s election to accept any Transferee as the tenant hereunder and to collect rent from such Transferee shall not release Tenant or any subsequent tenant of the Premises from any covenant or obligation under this Lease. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Notwithstanding any contrary provision of this Lease, Tenant shall have the right, without the prior consent of Landlord, to assign this Lease and to sublet all or any portion of the leased Premises to any person or entity (a) controlling, controlled by, or under common control with Tenant, (b) acquiring all or substantially all of the assets of Tenant, or (c) with or into which Tenant merges or consolidates, whether by statutory merger, sale of stock, or otherwise (any of the foregoing (a)-(c), a “Related Party Transfer”), so long as (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease by a third party, (ii) the assignment or sublet is not made to circumvent the provisions of this Section 17.01, and (iii) the assignee or successor under (b) or (c) succeeds to all or substantially of Tenant’s business conducted within the Premises immediately prior to such assignment or sublet. In no event shall any business reorganization (e.g., a change in corporate form of Tenant), nor any change in Tenant’s shareholders, partners, or other beneficial owners in the conduct of Tenant’s business, be deemed an assignment of Tenant’s interest in this Lease. Landlord agrees that the Premises may be occupied without the need for any sublease during the Term part thereof by any persons or entities which in other than Tenant; or (iii) permit the aggregate assignment of this Lease or any of Tenant’s rights hereunder by operation of law. Any attempted assignment, mortgaging or encumbering of this Lease or any of Tenant’s rights hereunder and any attempted subletting or grant of a right to use or occupy not more than five percent (5%) all or a portion of the Premises if such persons or entities are in violation of the foregoing sentence shall be void. If at any time during the period Term Tenant desires to assign, sublet or mortgage all or part of occupancy involved this Lease or the Premises, then in a then current engagement connection with Tenant’s request to Landlord for Landlord’s consent thereto, current consultants Tenant shall give thirty (30) days notice prior to Landlord in writing (“Tenant’s Request Notice”) containing: the identity of the proposed assignee, subtenant or other party and a description of its business; the terms of the proposed assignment, subletting or other transaction; the commencement date of the proposed assignment, subletting or other transaction (the “Proposed Sublease or Assignment Commencement Date”); the area proposed to be assigned, sublet or otherwise encumbered (the “Proposed Sublet or Assignment Space”); the most recent financial statement or other evidence of financial responsibility of such proposed assignee, subtenant or other party; and a certification executed by Tenant actively involved in furnishing consulting services during such periodstating whether or not any premium or other consideration is being paid for the assignment, sublease or other transaction. Notwithstanding the foregoing, Landlord agrees that it shall not unreasonably withhold, condition or delay its consent to a member of Tenant or any affiliate thereofproposed subletting, to whom Tenant is providing courtesy office space. No Transfer or Related Party Transfer shall release the transferor from primary liability with the transferee for provided that all of the Tenant’s obligations under this Lease. The parties hereby agree that it following conditions are satisfied: (1) there shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer requiring Landlord’s consent where one no monetary Default or more material non-monetary Default at the time of the following applies proposed subletting, (without limitation as to other reasonable grounds for withholding consent, Landlord acknowledging that the rental rate is not a reasonable ground for withholding consent under this Lease): (i2) the Transferee proposed subtenant shall be creditworthy, (3) the proposed subtenant shall not be a governmental entity or a person or entity enjoying sovereign or diplomatic immunity, a medical or dental office or establishment of any kind treating patients or dispensing benefits on the premises unless on the retail levels of the Building (with the primary means of ingress/egress directly to the street and not through the Building lobby), or any entity which is a terrorist organization, (4) the use of the Premises by the proposed subtenant shall not attract a character volume, frequency or reputation type of visitor or engaged in a business employee to the Building which is not consistent with the quality standards of the Property; (ii) the Transferee intends to use the Premises or a portion thereof for purposes which are not permitted under this Lease; (iii) the Transferee is either (x) a government (or agency or instrumentality thereof)first-class office building, (y) an occupant of the Property (unless Landlord does not have comparable space in the Building that is suitable for use by such occupant), or (z) a prospective tenant of the Property with whom Landlord is actively negotiating at the time Tenant proposes to make the Transfer; (iv) Tenant is in monetary default (or any other default which has continued beyond applicable notice and cure periods) as described in ARTICLE 24; (v5) the proposed Transferee’s anticipated use subtenant shall specifically covenant and agree to perform the obligations of Tenant hereunder (except that a subtenant shall not be liable for Tenants rental obligations) and to occupy the Premises involves subject to the generation, storage, use, treatment or disposal provisions of Hazardous Materials in a manner not otherwise permitted by this Lease; , and (vi6) Tenant remains liable for the proposed Transferee is in any way affiliated with organizations which sponsor terrorist organizations regardless of the use to be made of the Premises by the proposed Transferee; (vii) the corridor pattern resulting from demising the sublease space would result in access to leasable space serviced by that corridor being inconsistent with the corridor pattern of a first- class office building; or (viii) in the reasonable judgment of Landlord acting in good faith, such a Transfer would violate any term, condition, covenant or agreement of the Landlord involving the Property. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor shall be to seek specific faithful performance of Landlord’s obligation to consent to such Transferthis Lease.

No Transfer Without Consent. Tenant shall not, without the prior written consent of Landlord in each instance (which consent shall not may be unreasonably conditioned, delayed or withheld), withheld in Landlord's sole and absolute discretion) (i) assign, convey mortgage or mortgage otherwise encumber this Lease or any interest of its rights hereunder; (ii) permit to occur or exist any assignment of this Lease, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; thereof or (iv) permit the occupancy or use of the Premises by any parties other than Tenant, its affiliates and their employees. Any such action (each, a “Transfer’’) on the part of Tenant to any assignee, sublessee or other transferee (each assignee, sublessee or other transferee being referred to herein as a “Transferee”), without Landlord’s consent to the extent such consent is required, shall be void and of no effect. Landlord’s consent to any Transfer or Landlord’s election to accept any Transferee as the tenant hereunder and to collect rent from such Transferee shall not release Tenant or any subsequent tenant of the Premises from any covenant or obligation under this Lease. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Notwithstanding any contrary provision of this Lease, Tenant shall have the right, without the prior consent of Landlord, to assign this Lease and to sublet all or any portion of the leased Premises to any person or entity (a) controlling, controlled by, or under common control with Tenant, (b) acquiring all or substantially all of the assets of Tenant, or (c) with or into which Tenant merges or consolidates, whether by statutory merger, sale of stock, or otherwise (any of the foregoing (a)-(c), a “Related Party Transfer”), so long as (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease by a third party, (ii) the assignment or sublet is not made to circumvent the provisions of this Section 17.01, and (iii) the assignee or successor under (b) or (c) succeeds to all or substantially of Tenant’s business conducted within the Premises immediately prior to such assignment or sublet. In no event shall any business reorganization (e.g., a change in corporate form of Tenant), nor any change in Tenant’s shareholders, partners, or other beneficial owners in the conduct of Tenant’s business, be deemed an assignment of Tenant’s interest in this Lease. Landlord agrees that the Premises may be occupied without the need for any sublease during the Term part thereof by any persons or entities which in other than Tenant; or (iii) permit the aggregate assignment of this Lease or any of Tenant's rights hereunder by operation of law. Any attempted assignment, mortgaging or encumbering of this Lease or any of Tenant's rights hereunder and any attempted subletting or grant of a right to use or occupy not more than five percent (5%) all or a portion of the Premises if such persons or entities are in violation of the foregoing sentence shall be void. If at any time during the period Term Tenant desires to assign, sublet or mortgage all or part of occupancy involved this Lease or the Premises, then in a then current engagement connection with Tenant's request to Landlord for Landlord's consent thereto, current consultants Tenant shall give thirty (30) days’ notice prior to Landlord in writing ("Tenant's Request Notice") containing: the identity of the proposed assignee, subtenant or other party and a description of its business; the terms of the proposed assignment, subletting or other transaction; the commencement date of the proposed assignment, subletting or other transaction (the "Proposed Sublease or Assignment Commencement Date"); the area proposed to be assigned, sublet or otherwise encumbered (the "Proposed Sublet or Assignment Space"); the proposed use of the proposed assignee or subtenant, including the Hazardous Materials intended to be used, stored, handled, treated, generated, disposed or released from the Premises and related permits, reports and management, storage and installation plans; the most recent financial statement or other evidence of financial responsibility of such proposed assignee, subtenant or other party; and a certification executed by Tenant actively involved in furnishing consulting services during and such periodparty stating whether or not any premium or other consideration is being paid for the assignment, sublease or other transaction. Notwithstanding the foregoing, Landlord agrees that it shall not unreasonably withhold, condition or delay its consent to a member of Tenant or any affiliate thereofproposed subletting, to whom Tenant is providing courtesy office space. No Transfer or Related Party Transfer shall release the transferor from primary liability with the transferee for provided that all of the Tenant’s obligations under this Lease. The parties hereby agree that it following conditions are satisfied: (1) there shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer requiring Landlord’s consent where one or more no default at the time of the following applies proposed subletting, (without limitation as to other reasonable grounds for withholding consent, Landlord acknowledging that the rental rate is not a reasonable ground for withholding consent under this Lease): (i2) the Transferee is proposed subtenant shall be creditworthy, (3) the proposed subtenant shall not be a governmental entity or a person or entity enjoying sovereign or diplomatic immunity, (4) the use of the Premises by the proposed subtenant shall not attract a character volume, frequency or reputation type of visitor or engaged in a business employee to the Building which is not consistent with the standards of a high-quality of the Property; (ii) the Transferee intends to use the Premises or a portion thereof for purposes which are not permitted under this Lease; (iii) the Transferee is either (x) a government (or agency or instrumentality thereof)office building, (y) an occupant of the Property (unless Landlord does not have comparable space in the Building that is suitable for use by such occupant), or (z) a prospective tenant of the Property with whom Landlord is actively negotiating at the time Tenant proposes to make the Transfer; (iv) Tenant is in monetary default (or any other default which has continued beyond applicable notice and cure periods) as described in ARTICLE 24; (v5) the proposed Transferee’s anticipated use subtenant shall specifically covenant and agree to perform the obligations of Tenant hereunder and to occupy the Premises involves subject to the generation, storage, use, treatment or disposal provisions of Hazardous Materials in a manner not otherwise permitted by this Lease; , and (vi6) Tenant remains liable for the proposed Transferee is in any way affiliated with organizations which sponsor terrorist organizations regardless of the use to be made of the Premises by the proposed Transferee; (vii) the corridor pattern resulting from demising the sublease space would result in access to leasable space serviced by that corridor being inconsistent with the corridor pattern of a first- class office building; or (viii) in the reasonable judgment of Landlord acting in good faith, such a Transfer would violate any term, condition, covenant or agreement of the Landlord involving the Property. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor shall be to seek specific faithful performance of Landlord’s obligation to consent to such Transferthis Lease.

No Transfer Without Consent. Except as specifically set forth in this Section 23, Tenant shall not, without the prior written consent of Landlord in each instance (which consent shall not be unreasonably conditionedwithheld, conditioned or delayed with respect to a proposed assignment of this Lease which is unrelated to a mortgage or withheld), other encumbrance and with respect to a proposed sublease) (i) assign, convey mortgage or mortgage otherwise encumber this Lease or any interest of its rights hereunder; or (ii) permit to occur or exist any assignment of this Lease, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; thereof or (iv) permit the occupancy or use of the Premises or any part thereof by any parties persons or entities other than Tenant, its affiliates and their employees. Any such action (eachattempted assignment, a “Transfer’’) on the part mortgaging or encumbering of Tenant to this Lease or any assignee, sublessee or other transferee (each assignee, sublessee or other transferee being referred to herein as a “Transferee”), without Landlordof Tenant’s consent to the extent such consent is required, shall be void and of no effect. Landlord’s consent to any Transfer or Landlord’s election to accept any Transferee as the tenant rights hereunder and any attempted subletting or grant of a right to collect rent from such Transferee shall not release Tenant use or any subsequent tenant occupy all or a portion of the Premises from in violation of the foregoing sentence shall be void. Notwithstanding any covenant or obligation under this Lease. Landlord’s consent of the foregoing to any Transfer the contrary, Landlord shall not constitute a waiver of Landlord’s right to withhold unreasonably withhold, condition or delay its consent to any future Transfer. Notwithstanding any contrary provision proposed subletting of this Lease, Tenant shall have the right, without the prior consent of Landlord, to assign this Lease and to sublet all or any portion of the leased Premises or to any person proposed assignment of this Lease which is unrelated to a mortgage or entity (a) controlling, controlled by, or under common control with Tenant, (b) acquiring all or substantially all other encumbrance. Without limiting the generality of the assets of Tenant, or (c) with or into which Tenant merges or consolidates, whether by statutory merger, sale of stock, or immediately preceding sentence and except as otherwise (any of the foregoing (a)-(c), a “Related Party Transfer”), so long as (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest expressly provided in this Lease by a third partySection 23 below, (ii) the assignment or sublet it is not made to circumvent the provisions of this Section 17.01, and (iii) the assignee or successor under (b) or (c) succeeds to all or substantially of Tenant’s business conducted within the Premises immediately prior to such assignment or sublet. In no event shall any business reorganization (e.g., a change in corporate form of Tenant), nor any change in Tenant’s shareholders, partners, or other beneficial owners in the conduct of Tenant’s business, be deemed an assignment of Tenant’s interest in this Lease. Landlord agrees that the Premises may be occupied without the need for any sublease during the Term by any persons or entities which in the aggregate occupy not more than five percent (5%) of the Premises if such persons or entities are during the period of occupancy involved in a then current engagement with Tenant, current consultants to Tenant actively involved in furnishing consulting services during such period, or a member of Tenant or any affiliate thereof, to whom Tenant is providing courtesy office space. No Transfer or Related Party Transfer shall release the transferor from primary liability with the transferee for all of the Tenant’s obligations under this Lease. The parties hereby agree specifically agreed that it shall be reasonable for Landlord to withhold its consent if: (i) the proposed subtenant or assignee is engaged in a business, or the Premises will be used in a manner, that is inconsistent with the first-class image of the Building; or (ii) the proposed use of the Premises is not for office use; or (iii) the initial Tenant does not remain fully liable for the payment of all rent and other charges payable by Tenant under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer requiring Landlord’s consent where one or more the performance of the following applies (without limitation as to all other reasonable grounds for withholding consent, Landlord acknowledging that the rental rate is not a reasonable ground for withholding consent obligations of Tenant under this Lease): Lease except as expressly provided below; or (iiv) the Transferee proposed subtenant or assignee is of a character or reputation or engaged GSA Tenant (as hereinafter defined in a business which is not consistent with the quality of the Property; (ii) the Transferee intends to use the Premises or a portion thereof for purposes which are not permitted under this Lease; (iii) the Transferee is either (x) a government (or agency or instrumentality thereofSection 51), (y) an occupant of the Property (unless Landlord does not have comparable to a GSA Tenant which then leases, subleases or occupies space in the Building that is suitable and for use by such occupant), or (z) a prospective tenant which Tenant has obtained and delivered to Landlord the written consent of all tenants in the Building whose leases require the consent of the Property with whom Landlord is actively negotiating at the time Tenant proposes to make the Transfertenant thereunder; (iv) Tenant is in monetary default (or any other default which has continued beyond applicable notice and cure periods) as described in ARTICLE 24; (v) the proposed Transfereesubtenant or assignee is a Specialized Human Resources Consulting Firm (as hereinafter defined in Section 48), except that this clause (v) shall be inapplicable if Tenant waives in writing the provisions of Section 48 hereof as to such proposed subtenant with respect to such proposed sublease or assignee with respect to such proposed assignment. If at any time during the Term Tenant desires to assign, sublet or mortgage all or part of this Lease or the Premises to any party other than a transferee permitted under Section 23.F. below, then in connection with Tenant’s anticipated use request to Landlord for Landlord’s consent thereto, Tenant shall give notice to Landlord in writing (“Tenant’s Request Notice”) containing: the identity of the proposed assignee, subtenant or other party and a description of its business; the material terms of the proposed assignment, subletting or other transaction; the commencement date of the proposed assignment, subletting or other transaction; the area proposed to be assigned, sublet or otherwise encumbered; the most recent financial statement or other evidence of financial responsibility of such proposed assignee or subtenant or other party; and a certification executed by Tenant stating whether or not any premium or other consideration is being paid for the assignment, sublease or other transaction, after deduction of any Transfer Costs (as defined in Section 23.C. below). Within fifteen (15) days after delivery to Landlord of Tenant’s request for Landlord’s consent to any sublease or any assignment which is unrelated to a mortgage or other encumbrance, or any sublease proposed by Tenant under this Section, Landlord shall deliver to Tenant notice of Landlord’s approval or disapproval of the same. Any notice of disapproval shall set forth with reasonable particularity the reasons for Landlord’s disapproval of the subject action. Except as specified in any notice of disapproval timely and properly delivered by Landlord in accordance with the foregoing, the subject action proposed by Tenant shall be deemed approved by Landlord. Landlord’s failure to deliver to Tenant Landlord’s notice of approval or disapproval of the subject sublease or assignment which is unrelated to a mortgage or other encumbrance within the above-referenced fifteen (15) day period shall be deemed Landlord’s approval thereof. Notwithstanding anything to the contrary set forth in this Lease, Landlord shall not have the right to recapture the Premises or any portion of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Materials in a manner not otherwise permitted by to terminate this Lease; (vi) the proposed Transferee is in any way affiliated with organizations which sponsor terrorist organizations regardless of the use to be made of the Premises by the proposed Transferee; (vii) the corridor pattern resulting from demising the sublease space would result in access to leasable space serviced by that corridor being inconsistent with the corridor pattern of a first- class office building; or (viii) Lease in the reasonable judgment event of Landlord acting in good faith, such a Transfer would violate any term, condition, covenant or agreement of the Landlord involving the Property. If Landlord wrongfully withholds its consent action proposed by Tenant pursuant to any Transfer, Tenant’s sole and exclusive remedy therefor shall be to seek specific performance of Landlord’s obligation to consent to such Transferthis Section 23.

No Transfer Without Consent. Tenant shall not, without the prior written consent of Landlord in each instance (which consent shall not may be unreasonably conditioned, delayed or withheld), withheld in Landlord’s sole and absolute discretion) (i) assign, convey mortgage or mortgage otherwise encumber this Lease or any interest of its rights hereunder; , (ii) permit to occur or exist any assignment of this Lease, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; thereof or (iv) permit the occupancy or use of the Premises by any parties other than Tenant, its affiliates and their employees. Any such action (each, a “Transfer’’) on the part of Tenant to any assignee, sublessee or other transferee (each assignee, sublessee or other transferee being referred to herein as a “Transferee”), without Landlord’s consent to the extent such consent is required, shall be void and of no effect. Landlord’s consent to any Transfer or Landlord’s election to accept any Transferee as the tenant hereunder and to collect rent from such Transferee shall not release Tenant or any subsequent tenant of the Premises from any covenant or obligation under this Lease. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Notwithstanding any contrary provision of this Lease, Tenant shall have the right, without the prior consent of Landlord, to assign this Lease and to sublet all or any portion of the leased Premises to any person or entity (a) controlling, controlled by, or under common control with Tenant, (b) acquiring all or substantially all of the assets of Tenant, or (c) with or into which Tenant merges or consolidates, whether by statutory merger, sale of stock, or otherwise (any of the foregoing (a)-(c), a “Related Party Transfer”), so long as (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease by a third party, (ii) the assignment or sublet is not made to circumvent the provisions of this Section 17.01, and (iii) the assignee or successor under (b) or (c) succeeds to all or substantially of Tenant’s business conducted within the Premises immediately prior to such assignment or sublet. In no event shall any business reorganization (e.g., a change in corporate form of Tenant), nor any change in Tenant’s shareholders, partners, or other beneficial owners in the conduct of Tenant’s business, be deemed an assignment of Tenant’s interest in this Lease. Landlord agrees that the Premises may be occupied without the need for any sublease during the Term part thereof by any persons or entities which in other than Tenant, or (iii) permit the aggregate assignment of this Lease or any of Tenant’s rights hereunder by operation of law. Any attempted assignment, mortgaging or encumbering of this Lease or any of Tenant’s rights hereunder and any attempted subletting or grant of a right to use or occupy not more than five percent (5%) all or a portion of the Premises if such persons in violation of the foregoing sentence shall be void. Notwithstanding the foregoing, Landlord agrees that it shall not unreasonably withhold, condition or entities are during the period of occupancy involved in delay its consent to a then current engagement with Tenantproposed subletting, current consultants to Tenant actively involved in furnishing consulting services during such period, or a member of Tenant or any affiliate thereof, to whom Tenant is providing courtesy office space. No Transfer or Related Party Transfer shall release the transferor from primary liability with the transferee for provided that all of the Tenant’s obligations under this Lease. The parties hereby agree that it following conditions are satisfied: (1) there shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer requiring Landlord’s consent where one or more no default at the time of the following applies proposed subletting, (without limitation as to other reasonable grounds for withholding consent, Landlord acknowledging that the rental rate is not a reasonable ground for withholding consent under this Lease): (i2) the Transferee is proposed subtenant shall be creditworthy, (3) the proposed subtenant shall not be a governmental entity or a person or entity enjoying sovereign or diplomatic immunity, (4) the use of the Premises by the proposed subtenant shall not attract a character volume, frequency or reputation type of visitor or engaged in a business employee to the Building which is not consistent with the standards of a high-quality of the Property; (ii) the Transferee intends to use the Premises or a portion thereof for purposes which are not permitted under this Lease; (iii) the Transferee is either (x) a government (or agency or instrumentality thereof)office building, (y) an occupant of the Property (unless Landlord does not have comparable space in the Building that is suitable for use by such occupant), or (z) a prospective tenant of the Property with whom Landlord is actively negotiating at the time Tenant proposes to make the Transfer; (iv) Tenant is in monetary default (or any other default which has continued beyond applicable notice and cure periods) as described in ARTICLE 24; (v5) the proposed Transferee’s anticipated use subtenant shall specifically covenant and agree to perform the obligations of Tenant hereunder and to occupy the Premises involves subject to the generation, storage, use, treatment or disposal provisions of Hazardous Materials in a manner not otherwise permitted by this Lease; , and (vi6) Tenant remains liable for the proposed Transferee is in any way affiliated with organizations which sponsor terrorist organizations regardless of the use to be made of the Premises by the proposed Transferee; (vii) the corridor pattern resulting from demising the sublease space would result in access to leasable space serviced by that corridor being inconsistent with the corridor pattern of a first- class office building; or (viii) in the reasonable judgment of Landlord acting in good faith, such a Transfer would violate any term, condition, covenant or agreement of the Landlord involving the Property. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor shall be to seek specific faithful performance of Landlord’s obligation to consent to such Transferthis Lease.

No Transfer Without Consent. Tenant shall not, without the prior written consent of Landlord in each instance (which consent shall not may be unreasonably conditioned, delayed or withheld), withheld in Landlord's sole and absolute discretion) (i) assign, convey mortgage or mortgage otherwise encumber this Lease or any interest of its rights hereunder; (ii) permit to occur or exist any assignment of this Lease, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; thereof or (iv) permit the occupancy or use of the Premises by any parties other than Tenant, its affiliates and their employees. Any such action (each, a “Transfer’’) on the part of Tenant to any assignee, sublessee or other transferee (each assignee, sublessee or other transferee being referred to herein as a “Transferee”), without Landlord’s consent to the extent such consent is required, shall be void and of no effect. Landlord’s consent to any Transfer or Landlord’s election to accept any Transferee as the tenant hereunder and to collect rent from such Transferee shall not release Tenant or any subsequent tenant of the Premises from any covenant or obligation under this Lease. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Notwithstanding any contrary provision of this Lease, Tenant shall have the right, without the prior consent of Landlord, to assign this Lease and to sublet all or any portion of the leased Premises to any person or entity (a) controlling, controlled by, or under common control with Tenant, (b) acquiring all or substantially all of the assets of Tenant, or (c) with or into which Tenant merges or consolidates, whether by statutory merger, sale of stock, or otherwise (any of the foregoing (a)-(c), a “Related Party Transfer”), so long as (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease by a third party, (ii) the assignment or sublet is not made to circumvent the provisions of this Section 17.01, and (iii) the assignee or successor under (b) or (c) succeeds to all or substantially of Tenant’s business conducted within the Premises immediately prior to such assignment or sublet. In no event shall any business reorganization (e.g., a change in corporate form of Tenant), nor any change in Tenant’s shareholders, partners, or other beneficial owners in the conduct of Tenant’s business, be deemed an assignment of Tenant’s interest in this Lease. Landlord agrees that the Premises may be occupied without the need for any sublease during the Term part thereof by any persons or entities which in other than Tenant and its agents and employees; or (iii) permit the aggregate assignment of this Lease or any of Tenant's rights hereunder by operation of law. Any attempted assignment, mortgaging or encumbering of this Lease or any of Tenant's rights hereunder and any attempted subletting or grant of a right to use or occupy not more than five percent (5%) all or a portion of the Premises if such persons or entities are in violation of the foregoing sentence shall be void. If at any time during the period Term Tenant desires to assign, sublet or mortgage all or part of occupancy involved this Lease or the Premises, then in a then current engagement connection with Tenant's request to Landlord for Landlord's consent thereto, current consultants Tenant shall give thirty (30) days' notice prior to Landlord in writing ("Tenant's Request Notice") containing: the identity of the proposed assignee, subtenant or other party and a description of its business; the terms of the proposed assignment, subletting or other transaction; the commencement date of the proposed assignment, subletting or other transaction (the "Proposed Sublease or Assignment Commencement Date"); the area proposed to be assigned, sublet or otherwise encumbered (the "Proposed Sublet or Assignment Space"); the proposed use of the Premises by the proposed assignee or subtenant, including the Hazardous Materials intended to be used, stored, handled, treated, generated, disposed or released from the Premises and related permits, reports and management, storage and installation plans; the most recent financial statement or other evidence of financial responsibility of such proposed assignee, subtenant or other party; and a certification executed by Tenant actively involved in furnishing consulting services during and such periodparty stating whether or not any premium or other consideration is being paid for the assignment, sublease or other transaction. Notwithstanding the foregoing, Landlord agrees that it shall not unreasonably withhold, condition or delay its consent to a member of Tenant or any affiliate thereofproposed subletting, to whom Tenant is providing courtesy office space. No Transfer or Related Party Transfer shall release the transferor from primary liability with the transferee for provided that all of the Tenant’s obligations under this Lease. The parties hereby agree that it following conditions are satisfied: (1) there shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer requiring Landlord’s consent where one or more no default at the time of the following applies proposed subletting, (without limitation as to other reasonable grounds for withholding consent, Landlord acknowledging that the rental rate is not a reasonable ground for withholding consent under this Lease): (i2) the Transferee is proposed subtenant shall be as creditworthy as Tenant at the time on the Proposed Sublease or Assignment Commencement Date, (3) the proposed subtenant shall not be a governmental entity or a person or entity enjoying sovereign or diplomatic immunity, (4) the use of the Premises by the proposed subtenant shall not attract a character volume, frequency or reputation type of visitor or engaged in a business employee to the Building which is not consistent with the standards of a high-quality of the Property; (ii) the Transferee intends to use the Premises or a portion thereof for purposes which are not permitted under this Lease; (iii) the Transferee is either (x) a government (or agency or instrumentality thereof)research, development and laboratory building, (y) an occupant of the Property (unless Landlord does not have comparable space in the Building that is suitable for use by such occupant), or (z) a prospective tenant of the Property with whom Landlord is actively negotiating at the time Tenant proposes to make the Transfer; (iv) Tenant is in monetary default (or any other default which has continued beyond applicable notice and cure periods) as described in ARTICLE 24; (v5) the proposed Transferee’s anticipated use subtenant shall specifically covenant and agree to perform the obligations of Tenant hereunder and to occupy the Premises involves subject to the generation, storage, use, treatment or disposal provisions of Hazardous Materials in a manner not otherwise permitted by this Lease; , and (vi6) Tenant remains liable for the proposed Transferee is in any way affiliated with organizations which sponsor terrorist organizations regardless of the use to be made of the Premises by the proposed Transferee; (vii) the corridor pattern resulting from demising the sublease space would result in access to leasable space serviced by that corridor being inconsistent with the corridor pattern of a first- class office building; or (viii) in the reasonable judgment of Landlord acting in good faith, such a Transfer would violate any term, condition, covenant or agreement of the Landlord involving the Property. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor shall be to seek specific faithful performance of Landlord’s obligation to consent to such Transferthis Lease.

No Transfer Without Consent. Except with respect to a Permitted Transfer, Tenant shall not, voluntarily or involuntarily, without the prior written consent of Landlord (which consent shall not be unreasonably conditioned, delayed or withheld), in each instance (i) assign, convey transfer, mortgage or mortgage otherwise encumber this Lease or any estate or interest herein or any of its rights hereunder; (ii) permit to occur or exist any assignment of this Lease, voluntarily whether directly or by operation of law; and (iiiii) sublet the Premises or any part thereof; thereof or (iv) permit the occupancy or use of the Premises by any parties other than Tenant, its affiliates and their employees. Any such action (each, a “Transfer’’) on the part of Tenant to any assignee, sublessee or other transferee (each assignee, sublessee or other transferee being referred to herein as a “Transferee”), without Landlord’s consent to the extent such consent is required, shall be void and of no effect. Landlord’s consent to any Transfer or Landlord’s election to accept any Transferee as the tenant hereunder and to collect rent from such Transferee shall not release Tenant or any subsequent tenant of the Premises from any covenant or obligation under this Lease. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Notwithstanding any contrary provision of this Lease, Tenant shall have the right, without the prior consent of Landlord, to assign this Lease and to sublet all or any portion of the leased Premises to any person or entity (a) controlling, controlled by, or under common control with Tenant, (b) acquiring all or substantially all of the assets of Tenant, or (c) with or into which Tenant merges or consolidates, whether by statutory merger, sale of stock, or otherwise (any of the foregoing (a)-(c), a “Related Party Transfer”), so long as (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease by a third party, (ii) the assignment or sublet is not made to circumvent the provisions of this Section 17.01, and (iii) the assignee or successor under (b) or (c) succeeds to all or substantially of Tenant’s business conducted within the Premises immediately prior to such assignment or sublet. In no event shall any business reorganization (e.g., a change in corporate form of Tenant), nor any change in Tenant’s shareholders, partners, or other beneficial owners in the conduct of Tenant’s business, be deemed an assignment of Tenant’s interest in this Lease. Landlord agrees that the Premises may be occupied without the need for any sublease during the Term part thereof by any persons or entities which in the aggregate occupy not more other than five percent Tenant (5%) any of the Premises if such persons or entities are events listed in (i) through (ii) being a “Transfer”). Any attempted Transfer in violation of the foregoing sentence shall be void. If at any time during the period Term Tenant desires to Transfer, then in connection with Xxxxxx’s request to Landlord for Landlord’s consent thereto, Tenant shall give forty-five (45) days’ notice prior to Landlord (“Tenant’s Request Notice”) containing: the identity of occupancy involved in the proposed assignee, subtenant or other party and a then current engagement with Tenant, current consultants to Tenant actively involved in furnishing consulting services during such period, or description of its business; a member written description of Tenant or any affiliate thereof, to whom Tenant is providing courtesy office space. No Transfer or Related Party Transfer shall release the transferor from primary liability with the transferee for all of the Tenantterms of the proposed assignment, subletting or other Transfer and copies of the proposed pertinent and reasonable documentation; the commencement date of the proposed assignment, subletting or other Transfer (the “Proposed Sublease or Assignment Commencement Date”); the area proposed to be assigned, sublet or otherwise encumbered (the “Proposed Sublet or Assignment Space”); the most recent financial statement or other evidence of financial responsibility of such proposed assignee, subtenant or other party and reasonably satisfactory information about its business and business history, its proposed use of the Premises, commercially reasonable credit information, and such other commercially reasonable information or materials requested by Landlord sufficient to enable Landlord to determine the proposed transferee’s obligations under this Leasecreditworthiness and character; and a certification executed by Xxxxxx and such party stating whether or not any premium or other consideration is being paid in connection with the assignment, sublease or other transaction (including payments for personalty). The parties hereby agree Notwithstanding the foregoing, Xxxxxxxx agrees that it shall not unreasonably withhold, condition or delay its consent to a proposed subletting or assignment. Without limiting Landlord's rights, it shall not be reasonable under this Lease and under any applicable law deemed unreasonable for Landlord to withhold consent to any proposed Transfer requiring Landlord’s consent where such transfer if based on one or more of the following applies (without limitation as to other reasonable grounds for withholding consent, Landlord acknowledging that the rental rate is not a reasonable ground for withholding consent under this Lease): (i) the Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Property; (ii) the Transferee intends to use the Premises or a portion thereof for purposes which are not permitted under this Lease; (iii) the Transferee is either (x) a government (or agency or instrumentality thereof), (y) an occupant of the Property (unless Landlord does not have comparable space in the Building that is suitable for use by such occupant), or (z) a prospective tenant of the Property with whom Landlord is actively negotiating at the time Tenant proposes to make the Transfer; (iv) Tenant is in monetary default (or any other default which has continued beyond applicable notice and cure periods) as described in ARTICLE 24; (v) the proposed Transferee’s anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Materials in a manner not otherwise permitted by this Lease; (vi) the proposed Transferee is in any way affiliated with organizations which sponsor terrorist organizations regardless of the use to be made of the Premises by the proposed Transferee; (vii) the corridor pattern resulting from demising the sublease space would result in access to leasable space serviced by that corridor being inconsistent with the corridor pattern of a first- class office building; or (viii) in the reasonable judgment of Landlord acting in good faith, such a Transfer would violate any term, condition, covenant or agreement of the Landlord involving the Property. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor shall be to seek specific performance of Landlord’s obligation to consent to such Transfer.grounds:

No Transfer Without Consent. Tenant shall not, without the prior written consent of Landlord in each instance (which consent shall not may be unreasonably conditioned, delayed or withheld), withheld in Landlord's sole and absolute discretion) (i) assign, convey mortgage or mortgage otherwise encumber this Lease or any interest of its rights hereunder; (ii) permit to occur or exist any assignment of this Lease, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; thereof or (iv) permit the occupancy or use of the Premises by any parties other than Tenant, its affiliates and their employees. Any such action (each, a “Transfer’’) on the part of Tenant to any assignee, sublessee or other transferee (each assignee, sublessee or other transferee being referred to herein as a “Transferee”), without Landlord’s consent to the extent such consent is required, shall be void and of no effect. Landlord’s consent to any Transfer or Landlord’s election to accept any Transferee as the tenant hereunder and to collect rent from such Transferee shall not release Tenant or any subsequent tenant of the Premises from any covenant or obligation under this Lease. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Notwithstanding any contrary provision of this Lease, Tenant shall have the right, without the prior consent of Landlord, to assign this Lease and to sublet all or any portion of the leased Premises to any person or entity (a) controlling, controlled by, or under common control with Tenant, (b) acquiring all or substantially all of the assets of Tenant, or (c) with or into which Tenant merges or consolidates, whether by statutory merger, sale of stock, or otherwise (any of the foregoing (a)-(c), a “Related Party Transfer”), so long as (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease by a third party, (ii) the assignment or sublet is not made to circumvent the provisions of this Section 17.01, and (iii) the assignee or successor under (b) or (c) succeeds to all or substantially of Tenant’s business conducted within the Premises immediately prior to such assignment or sublet. In no event shall any business reorganization (e.g., a change in corporate form of Tenant), nor any change in Tenant’s shareholders, partners, or other beneficial owners in the conduct of Tenant’s business, be deemed an assignment of Tenant’s interest in this Lease. Landlord agrees that the Premises may be occupied without the need for any sublease during the Term part thereof by any persons or entities which in other than Tenant; or (iii) permit the aggregate assignment of this Lease or any of Tenant's rights hereunder by operation of law. Any attempted assignment, mortgaging or encumbering of this Lease or any of Tenant's rights hereunder and any attempted subletting or grant of a right to use or occupy not more than five percent (5%) all or a portion of the Premises if such persons in violation of the foregoing sentence shall be void. Notwithstanding the foregoing, Landlord agrees that it shall nox xxxxxsonably withhold, condition or entities are during the period of occupancy involved in delay its consent to a then current engagement with Tenantproposed subletting, current consultants to Tenant actively involved in furnishing consulting services during such period, or a member of Tenant or any affiliate thereof, to whom Tenant is providing courtesy office space. No Transfer or Related Party Transfer shall release the transferor from primary liability with the transferee for provided that all of the Tenant’s obligations under this Lease. The parties hereby agree that it following conditions are satisfied: (1) there shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer requiring Landlord’s consent where one or more no default at the time of the following applies proposed subletting, (without limitation as to other reasonable grounds for withholding consent, Landlord acknowledging that the rental rate is not a reasonable ground for withholding consent under this Lease): (i2) the Transferee is proposed subtenant shall be creditworthy, (3) the proposed subtenant shall not be a governmental entity or a person or entity enjoying sovereign or diplomatic immunity, (4) the use of the Premises by the proposed subtenant shall not attract a character volume, frequency or reputation type of visitor or engaged in a business employee to the Building which is not consistent with the standards of a high-quality of building which is comparable to the Property; (ii) the Transferee intends to use the Premises or a portion thereof for purposes which are not permitted under this Lease; (iii) the Transferee is either (x) a government (or agency or instrumentality thereof)Building, (y) an occupant of the Property (unless Landlord does not have comparable space in the Building that is suitable for use by such occupant), or (z) a prospective tenant of the Property with whom Landlord is actively negotiating at the time Tenant proposes to make the Transfer; (iv) Tenant is in monetary default (or any other default which has continued beyond applicable notice and cure periods) as described in ARTICLE 24; (v5) the proposed Transferee’s anticipated use subtenant shall specifically covenant and agree to perform the obligations of Tenant hereunder and to occupy the Premises involves subject to the generation, storage, use, treatment or disposal provisions of Hazardous Materials in a manner not otherwise permitted by this Lease; , and (vi6) Tenant remains liable for the proposed Transferee is in any way affiliated with organizations which sponsor terrorist organizations regardless of the use to be made of the Premises by the proposed Transferee; (vii) the corridor pattern resulting from demising the sublease space would result in access to leasable space serviced by that corridor being inconsistent with the corridor pattern of a first- class office building; or (viii) in the reasonable judgment of Landlord acting in good faith, such a Transfer would violate any term, condition, covenant or agreement of the Landlord involving the Property. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor shall be to seek specific faithful performance of Landlord’s obligation to consent to such Transferthis Lease.

No Transfer Without Consent. Tenant shall not, without the prior written consent of Landlord in each instance (which consent shall not may be unreasonably conditioned, delayed or withheld), withheld in Landlord’s sole and absolute discretion) (i) assign, convey mortgage or mortgage otherwise encumber this Lease or any interest of its rights hereunder; (ii) permit to occur or exist any assignment of this Lease, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; thereof or (iv) permit the occupancy or use of the Premises by any parties other than Tenant, its affiliates and their employees. Any such action (each, a “Transfer’’) on the part of Tenant to any assignee, sublessee or other transferee (each assignee, sublessee or other transferee being referred to herein as a “Transferee”), without Landlord’s consent to the extent such consent is required, shall be void and of no effect. Landlord’s consent to any Transfer or Landlord’s election to accept any Transferee as the tenant hereunder and to collect rent from such Transferee shall not release Tenant or any subsequent tenant of the Premises from any covenant or obligation under this Lease. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Notwithstanding any contrary provision of this Lease, Tenant shall have the right, without the prior consent of Landlord, to assign this Lease and to sublet all or any portion of the leased Premises to any person or entity (a) controlling, controlled by, or under common control with Tenant, (b) acquiring all or substantially all of the assets of Tenant, or (c) with or into which Tenant merges or consolidates, whether by statutory merger, sale of stock, or otherwise (any of the foregoing (a)-(c), a “Related Party Transfer”), so long as (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease by a third party, (ii) the assignment or sublet is not made to circumvent the provisions of this Section 17.01, and (iii) the assignee or successor under (b) or (c) succeeds to all or substantially of Tenant’s business conducted within the Premises immediately prior to such assignment or sublet. In no event shall any business reorganization (e.g., a change in corporate form of Tenant), nor any change in Tenant’s shareholders, partners, or other beneficial owners in the conduct of Tenant’s business, be deemed an assignment of Tenant’s interest in this Lease. Landlord agrees that the Premises may be occupied without the need for any sublease during the Term part thereof by any persons or entities which in other than Tenant; or (iii) permit the aggregate assignment of this Lease or any of Tenant’s rights hereunder by operation of law. Any attempted assignment, mortgaging or encumbering of this Lease or any of Tenant’s rights hereunder and any attempted subletting or grant of a right to use or occupy not more than five percent (5%) all or a portion of the Premises if such persons in violation of the foregoing sentence shall be void. Notwithstanding the foregoing, Landlord agrees that it shall not unreasonably withhold, condition or entities are during the period of occupancy involved in delay its consent to a then current engagement with Tenantproposed subletting, current consultants to Tenant actively involved in furnishing consulting services during such period, or a member of Tenant or any affiliate thereof, to whom Tenant is providing courtesy office space. No Transfer or Related Party Transfer shall release the transferor from primary liability with the transferee for provided that all of the Tenant’s obligations under this Lease. The parties hereby agree that it following conditions are satisfied: (1) there shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer requiring Landlord’s consent where one or more no default at the time of the following applies proposed subletting, (without limitation as to other reasonable grounds for withholding consent, Landlord acknowledging that the rental rate is not a reasonable ground for withholding consent under this Lease): (i2) the Transferee is proposed subtenant shall be creditworthy, (3) the proposed subtenant shall not be a governmental entity or a person or entity enjoying sovereign or diplomatic immunity, (4) the use of the Premises by the proposed subtenant shall not attract a character volume, frequency or reputation type of visitor or engaged in a business 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 hereunder and to occupy the Premises subject to the provisions of this Lease, and (6) Tenant remains liable for the faithful performance of this Lease. Landlord shall use reasonable efforts to provide its consent or the denial of its consent to any proposed subtenancy within thirty (30) days following the date on which Landlord has received all of the Property; following : (i) written notice of the name of the proposed subtenant, type of business entity and jurisdiction of formation, (ii) the Transferee intends to use the Premises or a portion thereof for purposes which are not permitted under this Leasereasonably adequate financial information regarding such proposed subtenant; (iii) any other information related to the Transferee is either (x) a government (or agency or instrumentality thereof), (y) an occupant of the Property (unless Landlord does not have comparable space criteria set forth in the Building that is suitable for use previous sentence, as reasonably requested by such occupant)Landlord, or (z) a prospective tenant of the Property with whom Landlord is actively negotiating at the time Tenant proposes to make the Transfer; and (iv) Tenant is in monetary default (or any other default which has continued beyond applicable notice and cure periods) as described in ARTICLE 24; (v) a true copy of the proposed Transferee’s anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Materials sublease document in a manner not otherwise permitted by this Lease; (vi) the proposed Transferee is in any way affiliated with organizations which sponsor terrorist organizations regardless of the use to be made of the Premises by the proposed Transferee; (vii) the corridor pattern resulting from demising the sublease space would result in access to leasable space serviced by that corridor being inconsistent with the corridor pattern of a first- class office building; or (viii) in the reasonable judgment of Landlord acting in good faith, such a Transfer would violate any term, condition, covenant or agreement of the Landlord involving the Property. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor shall be to seek specific performance of Landlord’s obligation to consent to such Transferfinal form.

No Transfer Without Consent. Tenant shall not, without the prior written consent of Landlord in each instance (which consent shall not may be unreasonably conditioned, delayed or withheld), withheld in Landlord's sole and absolute discretion) (i) assign, convey mortgage or mortgage otherwise encumber this Lease or any interest of its rights hereunder; , (ii) permit to occur or exist any assignment of this Lease, voluntarily or by operation of law; (iii) sublet the Premises or any part thereofthereof or permit the occupancy or use of the Premises or any part thereof by any persons or entities other than Tenant; or (iviii) permit the occupancy assignment of this Lease or any of Tenant's rights hereunder by operation of law (each of the Premises by any parties other than Tenantactions set forth in clauses (i), its affiliates (ii) and their employees. Any such action (each, a “Transfer’’iii) on the part of Tenant to any assignee, sublessee or other transferee (each assignee, sublessee or other transferee being this sentence is referred to herein as a “Transferee”"Transfer"). Any attempted assignment, without Landlord’s consent to the extent such consent is required, shall be void and mortgaging or encumbering of no effect. Landlord’s consent to this Lease or any Transfer or Landlord’s election to accept any Transferee as the tenant of Tenants rights hereunder and any attempted subletting or grant of a right to collect rent from such Transferee shall not release Tenant use or any subsequent tenant occupy all or a portion of the Premises from any covenant or obligation under this Lease. Landlord’s consent to any Transfer in violation of the foregoing sentence shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transferbe void. Notwithstanding any contrary provision of this LeaseLease to the contrary, Tenant shall have the right, without obtaining the prior written consent of Landlord, to assign this Lease and Transfer to sublet all or any portion of the leased Premises to any person or entity (a) controlling, controlled by, or under common control with any parent corporation of Tenant, (b) acquiring all any subsidiary corporation of Tenant or substantially of Tenant's parent corporation, (c) any entity in which Tenant, any parent corporation of Tenant or any subsidiary corporation of Tenant or of Tenant's parent corporation holds a majority the outstanding shares or ownership interests, or (d) any corporation resulting from the merger, consolidation or reorganization of Tenant or Tenant's parent corporation with another corporation (any entity which is described in clauses (a), (b), (c) or (d) is hereinafter referred to as an "Affiliate"); provided, however, that the combined net worth and creditworthiness of such Affiliate and Tenant shall be at least equal to the greater of either Tenant's net worth and creditworthiness as of the Effective Date of this Lease or Xxxxxx's net worth and creditworthiness as of the date of such Transfer. In addition, Xxxxxxxx's consent shall not be required for any agreements with Customers (as such term is defined in the Special Tenant Requirements which are attached hereto as Exhibit G and made a part hereof) (the "Customer Agreements"). Any and all of the assets transactions permitted under this Section 23.A. shall not constitute an assignment, subletting or other transaction requiring the consent of Tenant, or (c) with or into which Tenant merges or consolidates, whether by statutory merger, sale of stock, or otherwise (any of the foregoing (a)-(c), a “Related Party Transfer”), so long as (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease by a third party, (ii) the assignment or sublet is not made to circumvent Landlord under the provisions of this Section 17.01, 23 and (iii) shall not be subject to the assignee consent requirements hereof or successor under (b) or (c) succeeds to all or substantially of Tenant’s business conducted within the Premises immediately prior to such assignment or sublet. In no event shall any business reorganization (e.g., a change in corporate form of Tenant), nor any change in Tenant’s shareholders, partners, or other beneficial owners in the conduct of Tenant’s business, be deemed an assignment of Tenant’s interest in this Lease. Landlord agrees that the Premises may be occupied without the need for any sublease during the Term by any persons or entities which in the aggregate occupy not more than five percent (5%) of the Premises if such persons provisions of Section 23.B., 23.C. or entities are during the period of occupancy involved in a then current engagement with Tenant, current consultants to Tenant actively involved in furnishing consulting services during such period, or a member of Tenant or any affiliate thereof, to whom Tenant is providing courtesy office space. No Transfer or Related Party Transfer shall release the transferor from primary liability with the transferee for all of the Tenant’s obligations under this Lease. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer requiring Landlord’s consent where one or more of the following applies (without limitation as to other reasonable grounds for withholding consent, Landlord acknowledging that the rental rate is not a reasonable ground for withholding consent under this Lease): (i) the Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Property; (ii) the Transferee intends to use the Premises or a portion thereof for purposes which are not permitted under this Lease; (iii) the Transferee is either (x) a government (or agency or instrumentality thereof), (y) an occupant of the Property (unless Landlord does not have comparable space in the Building that is suitable for use by such occupant), or (z) a prospective tenant of the Property with whom Landlord is actively negotiating at the time Tenant proposes to make the Transfer; (iv) Tenant is in monetary default (or any other default which has continued beyond applicable notice and cure periods) as described in ARTICLE 24; (v) the proposed Transferee’s anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Materials in a manner not otherwise permitted by this Lease; (vi) the proposed Transferee is in any way affiliated with organizations which sponsor terrorist organizations regardless of the use to be made of the Premises by the proposed Transferee; (vii) the corridor pattern resulting from demising the sublease space would result in access to leasable space serviced by that corridor being inconsistent with the corridor pattern of a first- class office building; or (viii) in the reasonable judgment of Landlord acting in good faith, such a Transfer would violate any term, condition, covenant or agreement of the Landlord involving the Property. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor shall be to seek specific performance of Landlord’s obligation to consent to such Transfer.23.D.

No Transfer Without Consent. Except as hereinafter provided in Section 23.E. hereof, Tenant shall not, without the prior written consent of Landlord in each instance (which consent shall not may be unreasonably conditioned, delayed or withheld), withheld in Landlord's sole and absolute discretion) (i) assign, convey mortgage or mortgage otherwise encumber this Lease or any interest of its rights hereunder; (ii) permit to occur or exist any assignment of this Lease, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; thereof or (iv) permit the occupancy or use of the Premises by any parties other than Tenant, its affiliates and their employees. Any such action (each, a “Transfer’’) on the part of Tenant to any assignee, sublessee or other transferee (each assignee, sublessee or other transferee being referred to herein as a “Transferee”), without Landlord’s consent to the extent such consent is required, shall be void and of no effect. Landlord’s consent to any Transfer or Landlord’s election to accept any Transferee as the tenant hereunder and to collect rent from such Transferee shall not release Tenant or any subsequent tenant of the Premises from any covenant or obligation under this Lease. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Notwithstanding any contrary provision of this Lease, Tenant shall have the right, without the prior consent of Landlord, to assign this Lease and to sublet all or any portion of the leased Premises to any person or entity (a) controlling, controlled by, or under common control with Tenant, (b) acquiring all or substantially all of the assets of Tenant, or (c) with or into which Tenant merges or consolidates, whether by statutory merger, sale of stock, or otherwise (any of the foregoing (a)-(c), a “Related Party Transfer”), so long as (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease by a third party, (ii) the assignment or sublet is not made to circumvent the provisions of this Section 17.01, and (iii) the assignee or successor under (b) or (c) succeeds to all or substantially of Tenant’s business conducted within the Premises immediately prior to such assignment or sublet. In no event shall any business reorganization (e.g., a change in corporate form of Tenant), nor any change in Tenant’s shareholders, partners, or other beneficial owners in the conduct of Tenant’s business, be deemed an assignment of Tenant’s interest in this Lease. Landlord agrees that the Premises may be occupied without the need for any sublease during the Term part thereof by any persons or entities which in other than Tenant; or (iii) permit the aggregate assignment of this Lease or any of Tenant's rights hereunder by operation of law. Any attempted assignment, mortgaging or encumbering of this Lease or any of Tenant's rights hereunder and any attempted subletting or grant of a right to use or occupy not more than five percent (5%) all or a portion of the Premises if such persons in violation of the foregoing sentence shall be void. Notwithstanding the foregoing, Landlord agrees that it shall not unreasonably withhold, condition or entities are during the period of occupancy involved in delay its consent to a then current engagement with Tenantproposed subletting, current consultants to Tenant actively involved in furnishing consulting services during such period, or a member of Tenant or any affiliate thereof, to whom Tenant is providing courtesy office space. No Transfer or Related Party Transfer shall release the transferor from primary liability with the transferee for provided that all of the Tenant’s obligations under this Lease. The parties hereby agree that it following conditions are satisfied: (a) there shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer requiring Landlord’s consent where one or more no default at the time of the following applies proposed subletting, (without limitation as to other reasonable grounds for withholding consent, Landlord acknowledging that the rental rate is not a reasonable ground for withholding consent under this Lease): (ib) the Transferee is proposed subtenant shall be creditworthy, (c) the proposed subtenant shall not be a governmental entity or a person or entity enjoying sovereign or diplomatic immunity, (d) the use of the Premises by the proposed subtenant shall not attract a character volume, frequency or reputation type of visitor or engaged in a business employee to the Building which is not consistent with the standards of a high-quality of the Property; (ii) the Transferee intends to use the Premises or a portion thereof for purposes which are not permitted under this Lease; (iii) the Transferee is either (x) a government (or agency or instrumentality thereof)office building, (y) an occupant of the Property (unless Landlord does not have comparable space in the Building that is suitable for use by such occupant), or (z) a prospective tenant of the Property with whom Landlord is actively negotiating at the time Tenant proposes to make the Transfer; (iv) Tenant is in monetary default (or any other default which has continued beyond applicable notice and cure periods) as described in ARTICLE 24; (ve) the proposed Transferee’s anticipated use subtenant shall specifically covenant and agree to perform the obligations of Tenant hereunder and to occupy the Premises involves subject to the generation, storage, use, treatment or disposal provisions of Hazardous Materials in a manner not otherwise permitted by this Lease; , and (vif) Tenant remains liable for the proposed Transferee is in any way affiliated with organizations which sponsor terrorist organizations regardless of the use to be made of the Premises by the proposed Transferee; (vii) the corridor pattern resulting from demising the sublease space would result in access to leasable space serviced by that corridor being inconsistent with the corridor pattern of a first- class office building; or (viii) in the reasonable judgment of Landlord acting in good faith, such a Transfer would violate any term, condition, covenant or agreement of the Landlord involving the Property. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor shall be to seek specific faithful performance of Landlord’s obligation to consent to such Transferthis Lease.

No Transfer Without Consent. Except for a Transfer described in section 21.11 hereof, Tenant shall notnot suffer a Transfer of the Leased Premises or any interest therein, or any part thereof, or any right or privilege appurtenant thereto without the prior written consent of Landlord (Landlord, which consent shall not be unreasonably conditionedwithheld, delayed conditioned or withheld)delayed, (i) assign, convey or mortgage this Lease or any interest hereunder; (ii) permit and a consent to occur or exist any assignment of this Lease, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; or (iv) permit the occupancy one Transfer of the Leased Premises by any parties other than Tenant, its affiliates and their employees. Any such action (each, shall not be deemed to be a “Transfer’’) on the part of Tenant consent to any assigneesubsequent Transfer of the Leased Premises. Landlord shall respond to Tenant’s request for consent to an assignment or subletting within fifteen (15) business days following delivery of such request. If Landlord fails to timely deliver to Tenant notice of Landlord’s consent, sublessee or other transferee the withholding of consent, to a proposed Transfer, Tenant may send a second (each assignee2nd) notice to Landlord, sublessee or other transferee being referred which notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 21 OF LEASE — FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord fails to herein as a “Transferee”), without deliver notice of Landlord’s consent to, or the withholding of Landlord’s consent, to the extent proposed assignment or sublease within five (5) business days following receipt of such consent is requiredsecond notice, Landlord shall be void and of no effectdeemed to have approved the assignment or sublease in question. Landlord’s consent If Landlord at any time timely delivers notice to any Transfer Tenant or Landlord’s election withholding of consent to accept any Transferee as a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice, the tenant hereunder and to collect rent from basis for such Transferee shall not release Tenant or any subsequent tenant withholding of consent. Any Transfer of the Leased Premises from any covenant without such consent (or obligation under deemed consent) shall be void, and shall, at the option of Landlord, terminate this Lease. Any Transfer of the Leased Premises without such consent shall be voidable, at the option of Landlord’s . The consent by Landlord to any Transfer shall not constitute a waiver of Landlord’s right to withhold its include consent to the assignment or transferring of any future Transfer. Notwithstanding any contrary provision lease renewal option rights or space option rights of the Leased Premises, special privileges or extra services granted to Tenant by this Lease, Tenant or addendum or amendment thereto or letter of agreement (and such options, rights, privileges or services shall have the right, without the prior consent of Landlord, to assign this Lease and to sublet all or any portion of the leased Premises to any person or entity (a) controlling, controlled by, or under common control with Tenant, (b) acquiring all or substantially all of the assets of Tenant, or (c) with or into which Tenant merges or consolidates, whether by statutory merger, sale of stock, or otherwise (any of the foregoing (a)-(cterminate upon such assignment), a “Related Party Transfer”)unless Landlord specifically grants in writing such options, so long as (i) the principal purpose of rights, privileges or services to such assignment or sublease is not the acquisition of Tenant’s interest in this Lease by a third party, (ii) the assignment or sublet is not made to circumvent the provisions of this Section 17.01, and (iii) the assignee or successor under (b) or (c) succeeds to all or substantially of Tenant’s business conducted within the Premises immediately prior to such assignment or sublet. In no event shall any business reorganization (e.g., a change in corporate form of Tenant), nor any change in Tenant’s shareholders, partners, or other beneficial owners in the conduct of Tenant’s business, be deemed an assignment of Tenant’s interest in this Lease. Landlord agrees that the Premises may be occupied without the need for any sublease during the Term by any persons or entities which in the aggregate occupy not more than five percent (5%) of the Premises if such persons or entities are during the period of occupancy involved in a then current engagement with Tenant, current consultants to Tenant actively involved in furnishing consulting services during such period, or a member of Tenant or any affiliate thereof, to whom Tenant is providing courtesy office space. No Transfer or Related Party Transfer shall release the transferor from primary liability with the transferee for all of the Tenant’s obligations under this Lease. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer requiring Landlord’s consent where one or more of the following applies (without limitation as to other reasonable grounds for withholding consent, Landlord acknowledging that the rental rate is not a reasonable ground for withholding consent under this Lease): (i) the Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Property; (ii) the Transferee intends to use the Premises or a portion thereof for purposes which are not permitted under this Lease; (iii) the Transferee is either (x) a government (or agency or instrumentality thereof), (y) an occupant of the Property (unless Landlord does not have comparable space in the Building that is suitable for use by such occupant), or (z) a prospective tenant of the Property with whom Landlord is actively negotiating at the time Tenant proposes to make the Transfer; (iv) Tenant is in monetary default (or any other default which has continued beyond applicable notice and cure periods) as described in ARTICLE 24; (v) the proposed Transferee’s anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Materials in a manner not otherwise permitted by this Lease; (vi) the proposed Transferee is in any way affiliated with organizations which sponsor terrorist organizations regardless of the use to be made of the Premises by the proposed Transferee; (vii) the corridor pattern resulting from demising the sublease space would result in access to leasable space serviced by that corridor being inconsistent with the corridor pattern of a first- class office building; or (viii) in the reasonable judgment of Landlord acting in good faith, such a Transfer would violate any term, condition, covenant or agreement of the Landlord involving the Property. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor shall be to seek specific performance of Landlord’s obligation to consent to such Transfersubtenant.

No Transfer Without Consent. Subject to Section 23.E. herein, Tenant shall not, without the prior written consent of Landlord in each instance (which consent shall not may be unreasonably conditioned, delayed or withheld), withheld in Landlord's sole and absolute discretion) (i) assign, convey mortgage or mortgage otherwise encumber this Lease or any interest of its rights hereunder; (ii) permit to occur or exist any assignment of this Lease, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; thereof or (iv) permit the occupancy or use of the Premises by any parties other than Tenant, its affiliates and their employees. Any such action (each, a “Transfer’’) on the part of Tenant to any assignee, sublessee or other transferee (each assignee, sublessee or other transferee being referred to herein as a “Transferee”), without Landlord’s consent to the extent such consent is required, shall be void and of no effect. Landlord’s consent to any Transfer or Landlord’s election to accept any Transferee as the tenant hereunder and to collect rent from such Transferee shall not release Tenant or any subsequent tenant of the Premises from any covenant or obligation under this Lease. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Notwithstanding any contrary provision of this Lease, Tenant shall have the right, without the prior consent of Landlord, to assign this Lease and to sublet all or any portion of the leased Premises to any person or entity (a) controlling, controlled by, or under common control with Tenant, (b) acquiring all or substantially all of the assets of Tenant, or (c) with or into which Tenant merges or consolidates, whether by statutory merger, sale of stock, or otherwise (any of the foregoing (a)-(c), a “Related Party Transfer”), so long as (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease by a third party, (ii) the assignment or sublet is not made to circumvent the provisions of this Section 17.01, and (iii) the assignee or successor under (b) or (c) succeeds to all or substantially of Tenant’s business conducted within the Premises immediately prior to such assignment or sublet. In no event shall any business reorganization (e.g., a change in corporate form of Tenant), nor any change in Tenant’s shareholders, partners, or other beneficial owners in the conduct of Tenant’s business, be deemed an assignment of Tenant’s interest in this Lease. Landlord agrees that the Premises may be occupied without the need for any sublease during the Term part thereof by any persons or entities which other than Tenant or an Affiliate (as defined in Section 23.E.); or (iii) permit the aggregate assignment of this Lease or any of Tenant's rights hereunder by operation of law. Any attempted assignment, mortgaging or encumbering of this Lease or any of Tenant's rights hereunder and any attempted subletting or grant of a right to use or occupy not more than five percent (5%) all or a portion of the Premises if such persons in violation of the foregoing sentence shall be void. Notwithstanding the foregoing, Landlord agrees that it shall not unreasonably withhold, condition or entities are during the period of occupancy involved in delay its consent to a then current engagement with Tenantproposed subletting, current consultants to Tenant actively involved in furnishing consulting services during such period, or a member of Tenant or any affiliate thereof, to whom Tenant is providing courtesy office space. No Transfer or Related Party Transfer shall release the transferor from primary liability with the transferee for provided that all of the Tenant’s obligations under this Lease. The parties hereby agree that it following conditions are satisfied: (1) there shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer requiring Landlord’s consent where one or more no default at the time of the following applies proposed subletting, (without limitation as to other reasonable grounds for withholding consent, Landlord acknowledging that the rental rate is not a reasonable ground for withholding consent under this Lease): (i2) the Transferee is proposed subtenant shall be creditworthy, (3) the proposed subtenant shall not be a governmental entity or a person or entity enjoying sovereign or diplomatic immunity, (4) the use of the Premises by the proposed subtenant shall not attract a character volume, frequency or reputation type of visitor or engaged in a business employee to the Building which is not consistent with the standards of a high-quality of the Property; office building, (ii5) the Transferee intends proposed subtenant shall specifically covenant and agree to use perform the obligations of Tenant hereunder and to occupy the Premises or a portion thereof for purposes which are not permitted under subject to the provisions of this Lease; , (iii6) Tenant remains liable for the faithful performance of this Lease, (7) the Transferee proposed rental rate for the Premises being sublet is either not less than the Base Rent and Additional Rent that Landlord is then offering to lease other space in the Building, and (x) a government (8) the proposed subtenant, or agency any person which, directly or instrumentality thereof)indirectly, (y) controls, is controlled by, or is under common control with the proposed subtenant or any person who controls the proposed subtenant, is not then an occupant of any part of the Property Building or a party with whom Landlord or Landlord’s agent (unless Landlord does not have comparable either directly or through a broker) is negotiating with respect to space in the Building that is suitable for use by such occupant), or (z) a prospective tenant of the Property with whom Landlord is actively negotiating at the time Tenant proposes to make the Transfer; (iv) Tenant is in monetary default (or any other default which has continued beyond applicable notice and cure periods) as described in ARTICLE 24; (v) the proposed Transferee’s anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Materials in a manner not otherwise permitted by this Lease; (vi) the proposed Transferee is in any way affiliated with organizations which sponsor terrorist organizations regardless of the use to be made of the Premises by the proposed Transferee; (vii) the corridor pattern resulting from demising the sublease space would result in access to leasable space serviced by that corridor being inconsistent with the corridor pattern of a first- class office building; or (viii) in the reasonable judgment of Landlord acting in good faith, such a Transfer would violate any term, condition, covenant or agreement of the Landlord involving the Property. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor shall be to seek specific performance of Landlord’s obligation to consent to such TransferBuilding.

No Transfer Without Consent. Tenant shall not, either voluntarily or by operation of law or otherwise, suffer a Transfer without the prior written consent of Landlord (Landlord, which consent shall not be unreasonably conditionedwithheld, delayed conditioned or withheld)delayed, (i) assign, convey or mortgage this Lease or any interest hereunder; (ii) permit to occur or exist any assignment of this Lease, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; or (iv) permit the occupancy of the Premises by any parties other than Tenant, its affiliates and their employees. Any such action (each, a “Transfer’’) on the part of Tenant to any assignee, sublessee or other transferee (each assignee, sublessee or other transferee being referred to herein except as a “Transferee”), without Landlord’s consent to the extent such consent is required, shall be void and of no effectotherwise expressly provided below. Landlord’s consent to one Transfer shall not be deemed to be a consent to any Transfer or subsequent Transfer; nor shall Landlord’s election to accept any Transferee as the tenant hereunder and to collect rent from such Transferee shall not release Tenant or any subsequent tenant consent constitute an acknowledgment that no default then exists of the Premises from any covenant or obligation obligations to be performed by Tenant under this Lease. Landlord’s ; nor shall such consent to any Transfer shall not constitute be deemed a waiver of any then-existing default, except as may be otherwise stated in writing by Landlord at the time; nor shall Landlord’s right to withhold its consent to acceptance of Rent from any future Transfer. Notwithstanding person be deemed a waiver by Landlord of any contrary provision of this LeaseArticle 14. If Landlord’s approval or consent for any agreement or instrument is required hereunder, then no material amendment or modification shall be made thereto without Landlord’s prior consent. Any Transfer that is not in compliance with the provisions of this Article 14 shall be voidable at Landlord’s election. Landlord in its sole discretion may refuse to allow a Transfer unless Tenant shall have certifies that the rightrents payable by the transferee are not based on the income or profits of any person from the Premises (other than a percentage or percentages of gross receipts or sales). Notwithstanding the foregoing, without provided that Tenant has furnished Landlord with fifteen (15) days prior written notice, this Lease may be assigned, or the prior consent of LandlordPremises may be sublet, to assign any Permitted Affiliate (as hereinafter defined), in each case without Xxxxxxxx's consent. For the purposes of this Lease and to sublet all or any portion of the leased Premises to any person or entity section, “Permitted Affiliate” shall mean (a) controlling, any entity which is controlled by, or is under common control with with, or which controls Tenant, or in which Tenant has a fifty percent (50%) or greater voting or ownership interest, (b) acquiring all any entity into which Tenant merges, is consolidated or substantially is acquired, or (c) any entity into which Tenant is merged or any corporation or other entity resulting from the consolidation of Tenant with some other entity, or (d) any successor corporation or other entity arising from any bona fide reorganization of Tenant, or (e) any entity that acquires all of the assets of Tenant. In addition, or (c) with or into which Tenant merges or consolidates, whether by statutory mergerany issue, sale or transfer of stockshares of Tenant on any national securities exchange (as defined in the Securities Exchange Act of 1934, or otherwise (any of the foregoing (a)-(c), as amended) shall not constitute a “Related Party Transfer”), so long as (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease by a third party, (ii) the assignment or sublet is not made to circumvent the provisions of this Section 17.01, and (iii) the assignee or successor under (b) or (c) succeeds to all or substantially of Tenant’s business conducted within the Premises immediately prior to such assignment or sublet. In no event shall any business reorganization (e.g., a change in corporate form of Tenant), nor any change in Tenant’s shareholders, partners, or other beneficial owners in the conduct of Tenant’s business, be deemed an assignment of Tenant’s interest in this Lease. Landlord agrees that the Premises may be occupied without the need for any sublease during the Term by any persons or entities which in the aggregate occupy not more than five percent (5%) of the Premises if such persons or entities are during the period of occupancy involved in a then current engagement with Tenant, current consultants to Tenant actively involved in furnishing consulting services during such period, or a member of Tenant or any affiliate thereof, to whom Tenant is providing courtesy office space. No Transfer or Related Party Transfer shall release the transferor from primary liability with the transferee for all of the Tenant’s obligations ” under this Lease. The parties hereby agree that it foregoing transfer shall be reasonable not constitute an assignment or sublease requiring the consent of 39 Landlord and will not extend any rights under this Lease Section 14.5 and under any applicable law for Landlord to withhold consent to any proposed Transfer requiring Landlord14.6 below. In addition, Xxxxxxxx’s consent shall not be required for subleases or sublicenses by Tenant to entities with whom Tenant is doing business or who are part of a joint venture with Tenant where one such subleases or more licenses in the aggregate constitute less than five thousand (5,000) square feet of the following applies (without limitation as to other reasonable grounds for withholding consent, Landlord acknowledging that the rental rate is not a reasonable ground for withholding consent under this Lease): (i) the Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Property; (ii) the Transferee intends to use the Premises or a portion thereof for purposes which are not permitted under this Lease; (iii) the Transferee is either (x) a government (or agency or instrumentality thereof), (y) an occupant of the Property (unless Landlord does not have comparable space in the Building that is suitable for use by such occupant), or (z) a prospective tenant of the Property with whom Landlord is actively negotiating at the time Tenant proposes to make the Transfer; (iv) Tenant is in monetary default (or any other default which has continued beyond applicable notice and cure periods) as described in ARTICLE 24; (v) the proposed Transferee’s anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Materials in a manner not otherwise permitted by this Lease; (vi) the proposed Transferee is in any way affiliated with organizations which sponsor terrorist organizations regardless of the use to be made of the Premises by the proposed Transferee; (vii) the corridor pattern resulting from demising the sublease space would result in access to leasable space serviced by that corridor being inconsistent with the corridor pattern of a first- class office building; or (viii) in the reasonable judgment of Landlord acting in good faith, such a Transfer would violate any term, condition, covenant or agreement of the Landlord involving the Property. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor shall be to seek specific performance of Landlord’s obligation to consent to such TransferPremises.