Common use of Consent Required Clause in Contracts

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

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

Consent Required. Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premisesmake, or sublease allow to be made, any part alterations, physical additions or all of the Premisesimprovements or attach or install or allow any Tenant Party to attach or install any fixtures or equipment, including, without limitation, partitions, electronic, phone and data cabling and related wiring and equipment, in, about or to the Premises (collectively, “Alterations”) without obtaining the prior written consent of Landlord's prior consent, which consent shall not be unreasonably withheld, conditioned, or delayed with respect to proposed Alterations which: (a) comply with all Laws; (b) are, in Landlord’s reasonable opinion, compatible with the Project and Building Systems, and will not require any part of the Project or the Building Systems to be modified to comply with any Laws (including, without limitation, the ADA); (c) will not interfere with the use and occupancy of any other portion of the Project by any other tenant or occupant and (d) are not visible from outside the Premises. Any assignmentTenant acknowledges that, encumbrance or sublease without Landlord's consent except with respect to Tenant’s Contractor, the construction of any Alterations performed by Tenant during the term of the Existing Mortgage, including the initial Tenant Improvements to be constructed pursuant to Exhibit C, shall be voidable andrequired to comply with the Union Labor Standards described in Exhibit I and Exhibit I-1 attached hereto. Specifically, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on but without limiting the proposed transferee's reputation and creditworthiness, the character generality of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In additionforegoing, Landlord shall have the right to review and approve all plans and specifications for the specific form proposed Alterations, construction means and methods, all appropriate permits and licenses, any contractor or subcontractor to be employed on the work of Alterations, and the time for performance of such work. Tenant shall supply to Landlord any assignment documents and information reasonably requested by Landlord in connection with Landlord’s consideration of a request for approval hereunder. Tenant shall cause all Alterations to be accomplished in a first-class, good and workmanlike manner, and to comply with all Laws. Tenant shall at Tenant’s sole expense, perform any additional work required under Laws, whether to the Premises, Building or sublease agreementProject, due to the Alterations hereunder. In no event shall No review or consent by Landlord be obligated to consent of or to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease proposed Alteration shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's ’s obligations under this LeaseSection. Tenant shall reimburse Landlord for all costs which Landlord may incur in connection with any such Alterations, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment costs or subletting. expenses which Landlord may condition approval incur to have outside architects and engineers review said plans and specifications, and shall pay Landlord an administration fee of an assignment or subletting hereunder on an increase in the amount 10% of the Security Deposit or on receipt of personal guarantees cost of the assignee's Alterations as Additional Rent hereunder. Tenant acknowledges that Tenant is not required to perform any particular tenant improvements or sublessee's obligations under this Lease. If Landlord approves of an assignment alterations to the Premises and that Tenant is not authorized to act as Landlord’s common law agent or subletting hereunder and this Lease contains construction agent in connection with any renewal optionswork performed at the Premises, expansion options, rights of first refusal, rights of first negotiation including any Tenant Improvements or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredlater Alterations.

Consent Required. The Tenant shall make no alterations, improvements or additions (“Improvements”) in or about the Premises without the prior written approval of the Owner, not voluntarily assign to be unreasonably withheld, conditioned or encumber its interest delayed. All approved Improvements shall be performed at the sole cost of the Tenant in compliance with all applicable statutes, ordinances, codes and regulations. Upon expiration of the term of this Lease, the Improvements shall be considered a part of the Premises, unless otherwise agreed, and remain therein unless the Owner shall request their removal, in which event the Improvements shall be promptly removed by the Tenant and the Premises restored to substantially the condition existing prior to such Improvements. The granting of the consent by the Owner as provided herein shall not constitute the appointment of the Tenant as the agent of the Owner with respect to the approved Improvements. The Tenant shall timely perform, at the Tenant’s sole cost, in a good workmanlike manner, all alterations and/or repairs to the Premises required by any federal, state or local building, fire, life-safety or similar law, ordinance, code or regulation adopted or amended after the Commencement Date of this Lease or in and applicable to the Premises, or sublease required by reason of any part alteration to the Premises performed by the Tenant or all a change in the Tenant’s use of the Premises, without Landlord's prior consenteven though such alteration(s) and/or change in use may be consented to by the Owner; provided, which consent shall not be unreasonably withheld. Any assignmenthowever, encumbrance or sublease without Landlord's consent that in all events Owner shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether responsible for any alterations necessary to approve a proposed assignment or sublease, Landlord shall place primary emphasis on permit the proposed transferee's reputation and creditworthiness, the character of the business Premises to be conducted by the proposed transferee at the Premises utilized for general office and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredwarehouse uses.

Consent Required. Tenant shall not voluntarily assign make any alterations, improvements or encumber its interest in this Lease additions (each, an “Alteration”) in, on or in about the PremisesPremises without Landlord’s prior written consent, except that Tenant may make Alterations without Landlord’s prior written consent (but upon fifteen [15] days’ prior written notice to Landlord) where such Alterations (a) do not affect or sublease any part involve the structural portions or all roof of the Building, (b) the Building’s plumbing, electrical, mechanical or HVAC systems, (c) are not visible from the exterior of the Premises, without Landlord's prior consent, which consent shall (d) do not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on affect the proposed transferee's reputation and creditworthiness, the water tight character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or its roof, (yd) do not require a prospective tenant building permit, (e) do not move any interior walls or otherwise change the layout of the Building with whom Landlord is then negotiating. Landlord's foregoing rights Premises, and options shall continue throughout (f) cost less than Fifty Thousand Dollars ($50,000), which cost applies to the entire term project, not merely portions or components of this Lease. No consent to any assignmentit, encumbrance or sublease shall constitute a waiver so long as Tenant complies with all of the provisions of this Section 10. In requesting Landlord’s consent to a proposed Alteration, Tenant shall, at Tenant’s sole cost, submit to Landlord, for Landlord’s review and no approval, complete drawings and specifications describing the Alteration and the identity of the proposed contractor. Landlord, at Xxxxxxxx’s sole discretion, may refuse to grant Tenant permission for Alterations that require, because of application of Americans with Disabilities Act or other Applicable Laws, improvements or subsequent assignment, encumbrance or sublease shall alterations to be made without Landlord's to the Building or the Common Areas. Not later than twenty (20) days prior consent. Neither an assignment or subletting nor the collection of Rent by to commencing any work relating to Alterations, Tenant shall notify Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any writing of the provisions expected date of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredcommencement thereof.

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

Consent Required. The Tenant shall make no alterations, improvements or additions ("Improvements") in or about the Premises without the prior written approval of the Owner, which shall include, without limitation, the Owner’s approval of the plans and specifications for the proposed Improvements as well as the contractor(s) to perform the Improvements. At that time, the Owner will identify which of the Improvements must be removed upon the expiration or earlier termination of the Lease; provided, however, that notwithstanding the foregoing, Owner may elect, in its sole discretion, to permit any such identified Improvements to remain a part of the Premises by providing notice to the Tenant. All approved Improvements shall be performed at the sole cost of the Tenant in compliance with all applicable statutes, ordinances, codes and regulations. Upon expiration of the term of this Lease, the Improvements shall be considered a part of the Premises and remain therein unless the Owner shall request their removal, in which event the Improvements shall be promptly removed by the Tenant and the Premises restored to substantially the condition existing prior to such Improvements. The granting of the consent by the Owner as provided herein shall not voluntarily assign constitute the appointment of the Tenant as the agent of the Owner with respect to the approved Improvements. The Tenant shall timely perform, at the Tenant's sole cost, in a good workmanlike manner, all alterations and/or repairs to the Premises required by any federal, state or encumber its interest in local building, fire, life-safety or similar law, ordinance, code or regulation adopted or amended after the Commencement Date of this Lease or in and applicable to the Premises, or sublease required by reason of any part alteration to the Premises performed by the Tenant or all a change in the Tenant's use of the Premises, without Landlord's prior consent, which consent shall not even though such alteration(s) and/or change in use may be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether consented to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredOwner.

Consent Required. The Tenant shall make no alterations, improvements or additions (“Improvements”) in or about the Premises without the prior written approval of the Owner. All approved Improvements shall be performed at the sole cost of the Tenant in compliance with all applicable statutes, ordinances, codes and regulations. Upon expiration of the term of this Lease, the Improvements shall be considered a part of the Premises and remain therein unless the Owner shall request their removal, in which event the Improvements shall be promptly removed by the Tenant and the Premises restored to substantially the condition existing prior to such Improvements; provided, however, the Tenant shall have no obligation to remove any improvements to the Premises installed or made prior to the Commencement Date by the tenant who previously occupied the Premises or by the Owner pursuant to the “Plans” defined in Exhibit D of this Lease. The granting of the consent by the Owner as provided herein shall not voluntarily assign constitute the appointment of the Tenant as the agent of the Owner with respect to the approved Improvements. The Tenant shall timely perform, at the Tenant’s sole cost, in a good workmanlike manner, all alterations and/or repairs to the Premises required by any federal, state or encumber its interest in local building, fire, life-safety or similar law, ordinance, code or regulation adopted or amended after the Commencement Date of this Lease or in and applicable to the Premises, or sublease required by reason of any part alteration to the Premises performed by the Tenant or all a change in the Tenant’s use of the Premises, without Landlord's prior consent, which consent shall not even though such alteration(s) and/or change in use may be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether consented to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredOwner.

Consent Required. Tenant shall make no alteration, change or addition, structural or otherwise (whether or not voluntarily assign Tenant is required by law or encumber its interest in this Lease or in to make same), to the Premises, or sublease any part or all Demised Premises without the prior written consent of the Premises, without Landlord's prior consent, which consent shall not be unreasonably withheldwithheld with respect to non-structural alterations. Any assignmentTenant, encumbrance however, shall not be required to obtain Landlord's consent prior to the installation of Tenant's trade fixtures or sublease without operating equipment or Tenant alterations, changes or improvements which do not have an aggregate cost (with respect to any series of related improvements) exceeding $25,000 and which do not materially affect the Improvements' structure, systems or exterior aesthetics. Prior to the installation of any alterations as to which Landlord's consent is required, Tenant shall submit to Landlord any relevant space plans and mechanical drawings of the proposed alterations as well as updates on the work in progress, and "as-built" plans and specifications upon completion. Alterations shall be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to original installations of the Demised Premises. Alterations requiring Landlord's consent shall be voidable and, at performed by contractors first reasonably approved in writing by Landlord. Prior to making any repairs requiring Landlord's electionconsent and requesting Landlord's consent thereto, change or addition, Tenant shall constitute a default by Tenant under this Lease. In determining whether deliver to approve a proposed assignment or subleaseLandlord (a) detailed plans, Landlord shall place primary emphasis on specifications of the proposed transferee's reputation repair or alteration and creditworthiness, an itemized estimate of cost; (b) the character written consent of the business holders of any institutional mortgage to which this Lease may be conducted subordinate, when such consent is required by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application terms of any such Rent as provided in this Section shall be deemed a waiver mortgage: (c) the written consent, if required, of any issuer of the provisions of this Section any fire, liability or release Tenant from its obligation other insurance required to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation be maintained hereunder to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain keep such policies in full force and effect following any such assignment or subletting. Landlord may condition effect; and (d) all necessary permits and certificates for the commencement and prosecution of permitted alterations and for final approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredthereof.

Consent Required. Tenant shall not voluntarily assign construct any Tenant Alterations or encumber otherwise alter the Premises or the “Outside Area” (as defined in Section 15.17, below) without Landlord’s prior written approval, which will not be unreasonably withheld, conditioned or delayed, unless such Tenant Alteration materially and adversely affects areas outside of the Premises (other than the Outside Area) or the exterior of the Building or the structural parts of the Building, in which case Landlord may withhold its interest consent in this Lease its sole and absolute discretion. Notwithstanding the foregoing, Landlord’s consent shall not be required for any Alteration to the interior of the Premises that complies with the following requirements: (a) is cosmetic in nature such as painting, (b) does not affect the roof or in any area outside of the Premises, Premises or sublease any part require work inside the exterior walls or all above the ceiling of the Premises; (c) does not affect the “Building Structure” (as that term is defined in Section 6.2, without below), or the electrical, plumbing, HVAC, sprinkler or other fire life safety, or mechanical systems in the Building or servicing the Premises (collectively, the “Building Systems”); and (d) costs less than the Permitted Tenant Alterations Limit specified in Section O of the Summary per work of improvement (herein referred to as “Minor Alteration”). Tenant shall provide Landlord with prior written notice of any Minor Alteration, and if Tenant requests of Landlord in such written notice that Landlord inform Tenant of whether or not Landlord will require Tenant to remove such Minor Alteration at the expiration or sooner termination of the Lease Term, and Landlord fails to inform Tenant that removal will be required, then Tenant shall not be required to remove such Minor Alteration at the expiration or earlier termination of this Lease. In the event Landlord's prior consent’s approval for any Tenant Alteration is required, Tenant shall not construct the Tenant Alteration until Landlord has approved in writing the plans and specifications therefor (which consent approval shall not be unreasonably withheld. Any assignment, encumbrance conditioned or sublease without Landlord's consent delayed), and such Tenant Alteration shall be voidable and, at Landlord's election, shall constitute constructed substantially in compliance with such approved plans and specifications by a default licensed contractor first approved by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting (which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord approval shall not be obligated to approve an assignment unreasonably withheld, conditioned or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiatingdelayed). Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease All Tenant Alterations constructed by Tenant shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection constructed by a licensed contractor in accordance with all Laws using new materials of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredgood quality.

Consent Required. Tenant shall not voluntarily assign construct any Tenant’s Alterations or encumber otherwise alter the Premises without Landlord’s prior written approval, which will not be unreasonably withheld unless such Tenant Alteration affects areas outside of the Premises or the exterior of the Building or the structural parts of the Building, in which case Landlord may withhold its interest consent in this Lease its sole and absolute discretion. Landlord shall provide written notice of approval or disapproval within twenty (20) days after Landlord’s receipt of Tenant’s request together with plans and such other materials as reasonably required by Landlord to assess the proposed Tenant Alteration. Notwithstanding the foregoing, Landlord’s consent shall not be required for any Alteration to the interior of the Premises that complies with the following requirements: (a) is cosmetic in nature such as painting, (b) does not affect the roof or any area outside of the Premises or require work inside the walls or above the ceiling of the Premises; (c) does not affect the structural parts of the Building or electrical, plumbing, HVAC or mechanical systems in the Building or servicing the Premises, or sublease any part the sprinkler or all other life safety system; and (d) costs less than the Permitted Tenant Alterations Limit specified in Section O of the Premises, without Landlord's prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation Summary per work of improvement and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable aggregate for all of such Alterations during a calendar year (herein referred to as “Minor Alteration”). Tenant shall provide Landlord with prior written notice of any Minor Alteration that requires a building permit. In the event Landlord’s approval for any Tenant's obligations under this Lease’s Alterations is required, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options Tenant shall not run to construct the assignee or subtenantTenant Alteration until Landlord has approved in writing the plans and specifications therefor, it being agreed and such Tenant’s Alterations shall be constructed substantially in compliance with such approved plans and specifications by the parties hereto that any such rights and options are personal to a licensed contractor first approved by Landlord. All Tenant’s Alterations constructed by Tenant named herein and may not shall be transferredconstructed by a licensed contractor in accordance with all Laws using new materials of good quality.

Consent Required. Except as required in Exhibit B as part of Tenant's Work, Tenant shall not voluntarily assign or encumber its interest in this Lease or in make any structural alterations to the Premises, or sublease any part or all of the Premises, Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall may be voidable andconditioned on Tenant's agreement to remove all or any designated part of such alterations and to restore the Premises to the condition designated by Landlord in its consent at Expiration or Termination, provided Landlord identifies which alterations are to be removed at the time it provides its consent to install them. Tenant, at Landlord's electionits cost, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costsmake, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent, nonstructural alterations to the interior of the Premises not exceeding $50,000 in cost. Neither an assignment Any alterations made shall remain on and be surrendered with the Premises on Expiration or subletting nor Termination, except that, with respect to alterations not requiring Landlord's approval, Landlord can elect within thirty (30) days before Expiration, or within ten (10) days after Termination, to require Tenant to remove any alterations that Tenant has made to the collection of Rent Premises. If Landlord so elects, Tenant at its cost shall restore the relevant Premises to the condition designated by Landlord from any person other than in its election, before the last day of the Term, or within thirty (30) days after notice of election is given, whichever is later. Anything in this Paragraph 10.01 to the contrary notwithstanding, Tenant shall have the absolute right to remove Tenant's personal property and trade fixtures, nor bank vaults, vault doors, safe deposit boxes, ATM facilities, Drive-through teller facilities and connection devices. Tenant shall perform all restoration made necessary by the application removal of any such Rent as provided property within the time periods stated in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredParagraph 10.01.

Consent Required. Except as otherwise set forth herein, Tenant shall not voluntarily assign construct any Tenant’s Alterations or encumber otherwise alter the Premises without Landlord’s prior written approval, which will not be unreasonably withheld, conditioned or delayed unless such Tenant Alteration affects areas outside of the Premises or the exterior of the Building or the structural parts of the Building, in which case Landlord may withhold its interest consent in this Lease its sole and absolute discretion. Notwithstanding the foregoing, Landlord’s consent shall not be required for any Alteration to the interior of the Premises that is cosmetic in nature such as painting or for any Tenant Alteration that complies with the following requirements (herein referred to as a “Minor Alteration”): (a) does not affect the roof or any area outside of the Premises or require work inside the walls or above the ceiling of the Premises; (b) does not affect the structural parts of the Building or electrical, plumbing, HVAC or mechanical systems in the Building or servicing the Premises, or sublease any part the sprinkler or other life safety system; and (c) costs less than the Permitted Tenant Alterations Limit specified in Section O of the Summary in each instance and does not exceed two (2) times the Permitted Tenant Alteration Limit in the aggregate for all of the Premises, without Landlord's such Minor Alterations during each calendar year. Tenant shall provide Landlord with prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute written notice of any Minor Alteration that requires a default by Tenant under this Leasebuilding permit. In determining whether to approve a proposed assignment or subleasethe event Landlord’s approval for any Tenant’s Alterations is required, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) Landlord shall respond to Tenant’s request within ten (10) days after receipt of the Operating Costsname of the proposed licensed contractor and plans and specifications for such Alterations, and (ii) Tenant shall not construct the burden on Tenant Alteration until Landlord has approved in writing the Building servicesplans and specifications therefor, or and (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless such Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease ’s Alterations shall be made without constructed substantially in compliance with such approved plans and specifications by a licensed contractor reasonably approved by Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent All Tenant’s Alterations constructed by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section Tenant shall be deemed constructed by a waiver licensed contractor in accordance with all Laws using new materials of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredgood quality.

Consent Required. Tenant hereby waives all rights to make repairs at Landlord's expense. Tenant shall not voluntarily assign make or encumber its interest cause to be made any alterations, improvements, changes, modifications or repairs in this Lease or in the Premises, or sublease any part or all of to the Premises, without the prior written consent of Landlord's prior consent, which consent shall will not to be unreasonably withheldwithheld or delayed; provided, however, that Tenant may make minor, cosmetic and non-structural alterations or utility installations to the interior of the Premises without such consent but upon notice to Landlord, so long as same do not involve puncturing, relocating or removing the ceiling, roof or any existing walls and do not affect building systems. Landlord may condition its consent to any alterations on Tenant's agreement to remove at Lease expiration or termination any non-standard warehouse improvements, racking or other equipment bolted to the floor, and restoration of floors to their condition prior to equipment being bolted thereto (i.e., filling all wholes and making the affected area level). Landlord may also require, as a condition to its consent to any alterations, that any architect retained by Tenant in connection with such alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code Section 55.53. When applying for any such consent, Tenant shall furnish three (3) sets of complete plans and specifications covering the desired additions, alterations or changes unless the cost of such additions, alterations or changes shall be less than One Thousand Dollars ($1,000.00). Tenant shall reimburse Landlord for any costs Landlord may incur in reviewing such plans and specifications, including, but not limited to, fees of Landlord's architect. Any assignmentconstruction, encumbrance additions, alterations or sublease changes by Tenant shall be performed by licensed contractors. Tenant shall construct all alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance, including, without limitation, Title 24 Building Energy Efficiency Standards and Title HI of the Americans with Disabilities Act, and pursuant to a valid building permit issued by the City. Landlord's consent shall be voidable andapproval of the plans, specifications and working drawings for Tenant's alterations will not create any responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. If Tenant makes any alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such alterations will, at Landlord's election, shall constitute a default either be insured by Tenant under pursuant to Section 8.03 of this LeaseLease immediately upon completion thereof or added to Landlord's insurance and the additional cost therefor will be included as part of Property Expenses. In determining whether All work with respect to approve any alterations must be done in a proposed assignment or sublease, Landlord shall place primary emphasis on good and workmanlike manner and diligently prosecuted to completion to the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at end that the Premises and shall at all times be a complete unit except during the affect period of such assignment or subletting on the tenant mix in the Buildingwork. In additionUpon completion, Landlord Tenant shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) cause a Notice of Completion to be recorded in the Operating Costsoffice of the Recorder of Los Angeles County in accordance with California Civil Code Section 8182 or any successor statute, (ii) provide Landlord with a copy of the burden on the Building services, or "as-built" plans and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials satisfying Civil Code Section 8138 or any successor statute. Subject to compliance with applicable law, Tenant shall deliver to Landlord keys for all locks on the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Premises for use by Landlord and other tenants its agents in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building connection with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredemergency entries.

Consent Required. Tenant shall not voluntarily assign or encumber its interest All Alterations, except as specifically set forth below in this Lease or in the PremisesSection 8.1(e), or sublease any part or all of the Premises, without require Landlord's ’s prior written consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute If a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusivelyDesign Problem exists, Landlord may deny withhold its consent in Landlord’s sole discretion; otherwise, Landlord will not unreasonably withhold its consent. Tenant, at Tenant’s expense, shall (1) submit to Landlord for Landlord’s approval detailed plans and specifications (the “Plans”) of each proposed Alteration (other than Decorative Alterations), and with respect to any Alteration affecting any Mechanical Systems, evidence that such Alteration has been designed by, or reviewed and approved by, Landlord’s designated engineer for the affected Mechanical System, (2) obtain all permits, approvals, and certificates required by any governmental or quasi-governmental entity, (3) furnish to Landlord duplicate original policies or certificates of workers’ compensation (covering all persons to be employed by Tenant and Tenant’s contractors and subcontractors in connection with such Alteration, commercial general liability (including property damage coverage), business auto insurance, and Builder’s Risk coverage (as described in Article 9) all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, landlord’s agents and contractors and any of their employees, any ground lessor and any mortgagee as additional insureds, and (4) except in connection with Tenant’s Work and, upon Landlord’s request, furnish to Landlord reasonably satisfactory evidence of Tenant’s ability to complete and to fully pay for any Alterations (other than Decorative Alterations) that exceed the cost of $5,000,000, in the aggregate. Unless Tenant obtains Landlord’s prior written consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant Alterations which constitute Required Removal Items becoming part of the Building or (y) a prospective tenant Premises to be tendered to Landlord upon the date of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term termination of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval require Tenant to remove such Required Removal Items and restore the Premises pursuant to Section 3.4 upon the date of an assignment or subletting hereunder on an increase in the amount termination of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves fails to reject or object to an Alteration within 10 days of an assignment or subletting hereunder Landlord’s receipt from Tenant of full and this Lease contains any renewal optionsfinal Plans therefor (including, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee extent required, fully certified, stamped and sealed architectural and/or engineering plans), then Tenant may give to Landlord a reminder notice stating in all-capital bold-faced type, “IF LANDLORD FAILS TO OBJECT TO THIS REMINDER NOTICE OF REQUEST FOR CONSENT TO AN ALTERATION WITHIN 5 DAYS THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED SUCH REQUEST”, and if Landlord shall fail to reject or subtenant, it being agreed by the parties hereto that any object to such rights and options are personal Alteration within 5 days after Tenant gives such reminder notice to Tenant named herein and may not Landlord then Landlord shall be transferreddeemed to have approved such Alteration.

Consent Required. Except as hereinafter provided, Tenant shall not voluntarily assign assign, transfer, encumber, grant any concession or encumber its license or hypothecate the leasehold estate under this Lease, or any interest in this Lease or in therein, and shall not sublet the Premises, or sublease any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof without, in each case, the prior written consent of Landlord. Collectively, all of the Premises, without Landlord's prior consent, which consent foregoing prohibited actions shall not hereinafter be unreasonably withheldreferred to as a "Transfer" of the Lease. Any assignment, encumbrance The following conditions or sublease without standards shall be satisfied as a condition to Landlord's consent to a proposed Transfer: (1) The proposed transferee shall expressly assume in writing (or in the case of a sublessee agree to be voidable andbound by) all of the provisions, at covenants and conditions of the Lease on the part of Tenant to be kept and performed; (2) the proposed transferee shall satisfy Landlord's election, then current credit standards and in Landlord's reasonable opinion shall constitute a default by have the financial strength and stability to perform all of the obligations of Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on Lease as and when due; (3) the proposed transferee's reputation and creditworthiness, the character use of the business to be conducted Premises by the proposed transferee shall be lawful and be consistent with the permitted use of the Premises under this Lease and shall not violate any restriction in any other lease with tenants occupying other portions of the Property; (4) Tenant shall pay Landlord's actual attorneys' fees incurred in connection with the negotiation, review and processing of all proposed Transfer documents; (5) at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability time of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for exampleproposed Transfer, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord Tenant shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations default under this Lease, including ; (6) the obligation to pay Rent proposed transferee shall not be a governmental entity and shall not hold any exemption from the payment of ad valorem or after taxes which would prohibit Landlord from collecting from the transferee any amounts otherwise payable under this Lease. Any personal guarantee(s; and (7) of Tenant's obligations under this Lease except for Transfers to affiliated entities permitted by Paragraph 15.6 hereof, the proposed Transfer shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredat fair market rent.

Consent Required. Tenant No alterations shall not voluntarily assign or encumber its interest in this Lease or in be made to the Premises, or sublease any part or all Premises without the prior written consent of the Premises, without Landlord's prior consentOwner, which consent shall not be unreasonably withheld, conditioned or delayed, provided, that the Tenant shall have the right after the Tenant commences its occupancy of the Premises, without the prior consent of the Owner, to make an alteration(s) which costs less than $5,000.00 and which does not alter or affect the structural components of the Premises, including the roof. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute As a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthinesscondition of granting said consent, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord Owner shall have the right to approve require the specific form Tenant to provide a payment and performance bond for the full cost of said alterations. The Tenant shall indemnify, save and hold the Owner and the Premises harmless from and against any assignment or sublease agreementand all claims, liens and other charges in connection with any such approved alterations. In no event All approved alterations shall Landlord be obligated to consent to any assignment or subletting which increases (i) performed at the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability sole cost of the comfort and/or safety Tenant in compliance with all applicable statutes, ordinances, codes and regulations. Upon the expiration of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No , the alterations shall be considered a part of the Premises and remain therein unless the Owner, at the time of the granting of the consent to any assignmentsuch alterations, encumbrance or sublease shall constitute a waiver have required their removal, in which event the alterations shall be promptly removed by the Tenant and the Premises restored to substantially the condition existing prior to such alterations. The granting of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor consent by the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent Owner as provided in this Section herein shall be deemed a waiver of any not constitute the appointment of the provisions Tenant as the agent of this Section the Owner with respect to the approved alterations. The Tenant shall timely perform, at the Tenant's sole cost, in a good workmanlike manner, all alterations and/or repairs to the Premises required by any federal, state or release Tenant from its obligation to comply with local building, fire, life-safety or similar law, ordinance, code or regulation adopted or amended after the terms and provisions Commencement Date of this Lease and applicable to the Premises, or required by reason of any alteration to the Premises performed by the Tenant shall remain fully and primarily liable for all of or a change in the Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount use of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal optionsPremises, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining even though such alteration(s) and/or change in use may be consented to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferredOwner.