Common use of Landlord’s Consent Required Clause in Contracts

Landlord’s Consent Required. (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld. Landlord's consent or refusal to consent shall be provided to Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and any intensification of use of the Premises or the Common Areas. Assignment or subletting shall not release Tenant from its obligations hereunder. The consent by the Landlord to any assignment or sublease, will not constitute a waiver of the necessity for the Landlord's consent to any subsequent or other assignment or sublease. Tenant shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the subtenant or assignee. The requirements of this Section 18.1 shall apply to any further subleasing by any subtenant. Tenant shall be responsible for all of Landlord's costs in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00).

Landlord’s Consent Required. (a) Tenant shall not voluntarily or by operation of law assign, transfer, mortgage mortgage, sublet, or otherwise transfer or encumber (collectively, "assign") or sublet, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part of Tenant's ’s interest in this the Lease or in the Premises Premises, without Landlord's ’s prior written consent consent, which consent shall not be unreasonably withheldwithheld or delayed. Landlord's consent or refusal to consent It shall be provided reasonable for Landlord to Tenant within twenty deny consent if, for example and without limiting Landlord’s right to make other reasonable objections, (20I) days of Landlord's receipt the use to be made of the request provided that Tenant's criteria includes Premises by the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenantsublessee would be prohibited by any other term of this Lease; or (ii) the character, references from prior landlordsreputation and financial condition of the proposed assignee or sublessee are not reasonably satisfactory to Landlord. Notwithstanding anything to the contrary in this Lease, and without any intensification of use of effect upon Section 16.5 hereof, Tenant may, without Landlord’s prior written consent and without constituting an assignment under this Section 16.1 or sublease hereunder, sublet the Premises or the Common Areasassign this Lease to (a) an entity controlling, controlled by or under common Tenant’s Initials 12 Landlord’s Initials LW control with Tenant, (b) an entity related to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action, or (c) a purchaser of a substantial portion of Tenant’s assets. Assignment A sale or subletting transfer of Tenant’s capital stock shall not release be deemed an assignment, subletting or any other transfer of this Lease or the Premises. Permitted Transfers shall be limited to transferees with financial capacity no less than that of Tenant from its obligations hereunder. The consent by at the Landlord to any assignment or sublease, will not constitute a waiver time of the necessity for the Landlord's consent to any subsequent or other assignment or sublease. Tenant shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the subtenant or assignee. The requirements of this Section 18.1 shall apply to any further subleasing by any subtenant. Tenant shall be responsible for all of Landlord's costs in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00)proposed transfer.

Landlord’s Consent Required. (a) Except as set forth in this Article, Tenant shall not assigndirectly or indirectly assign this Lease, transferor sublet or license the Premises or any portion thereof, mortgage or otherwise transfer advertise the Premises for assignment or encumber subletting or permit the occupancy of all or any portion of the Premises by any person other than Tenant (collectively, "assign") or sublet, license or otherwise grant a right in respect each of (a "SUBLEASE") (collectively, the foregoing actions are collectively referred to as a "TRANSFER")) without obtaining, all on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Tenant complies with the provisions of this Article. It shall be reasonable for Landlord to withhold consent if a proposed assignee or a subtenant (or subtenants) that in the aggregate would sublease greater than fifty percent (50%) of the Premises, does not or do not have a creditworthiness that is acceptable to Landlord in light of the obligations being assumed by the Transferee. A Transfer shall include, without limitation, any part transfer of Tenant's interest in this Lease by operation of law, merger or consolidation of Tenant into any other firm or corporation, and the transfer or sale of a controlling interest in Tenant, whether by sale of its capital stock or otherwise or any sale of all or a substantial part of Tenant's assets. Any Transfer shall be subject to this Lease, all of the provisions of which shall be conditions to such Transfer and be binding on any assignee, subtenant, or other occupant (any of the foregoing, a "Transferee"). No Transferee shall have any right further to transfer its interest in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld. Landlord's consent or refusal except back to consent shall be provided to Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and nothing herein shall impose any intensification of use of the Premises or the Common Areas. Assignment or subletting shall not release Tenant from its obligations hereunder. The consent by the obligation on Landlord to any assignment or sublease, will not constitute a waiver of the necessity for the Landlord's consent to any subsequent or other assignment or sublease. Tenant shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the subtenant or assignee. The requirements of this Section 18.1 shall apply to any further subleasing by any subtenant. Tenant shall be responsible for all of Landlord's costs in considering and processing consider any request for costa further Transfer. In no event shall Tenant propose, not to exceed Two Thousand Dollars or enter into, a Transfer ($2,000.00)other than a Related Party Transfer, as defined below) during the first 24 months of the Term.

Landlord’s Consent Required. (a) Tenant TENANT shall not voluntarily or by operation of law assign, sublet, transfer, mortgage mortgage, hypothecate or otherwise transfer or encumber this Lease (collectively, "assign") or sublet, license or otherwise grant a right in respect of (each a "SUBLEASE") (collectively, a "TRANSFERTransfer Transaction"), in whole or in part, or sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's the prior written consent of LANDLORD, which consent shall not be unreasonably withheld. Landlord's consent or refusal to consent shall be provided to Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and any intensification of use of the Premises or the Common Areas. Assignment or subletting shall not release Tenant from its obligations hereunder. The consent by the Landlord LANDLORD to any assignment or sublease, will Transfer Transaction shall not constitute a waiver of the necessity for the Landlord's such consent to any subsequent Transfer Transaction. If this Lease is assigned or if the Premises, or any part thereof, are occupied by any power or entity other than the TENANT, LANDLORD may collect from the assignee or the occupant, and apply the net amount collected to the Rent due hereunder but no Transfer Transaction or collection of Rent by the LANDLORD shall be deemed a waiver of this provision or the acceptance of the assignee, subtenant or occupant as TENANT, or as a release of TENANT from the further performance by TENANT of the provisions on its part to be observed or performed herein. Notwithstanding any Transfer Transaction, TENANT shall remain fully liable herein and shall not be released from performing any of the terms and conditions of this Lease. Any request for LANDLORD'S consent to a proposed Transfer Transaction shall be in writing accompanied by a copy of any documents, assignment or sublease documents. TENANT hereby acknowledges and agrees that any request by LANDLORD for the financial statement, balance sheet, or other written evidence of credit-worthiness of TENANT'S proposed assignee or sublessee is a reasonable prerequisite to LANDLORD granting consent to any assignment or subleasesubletting. Tenant In the event LANDLORD consents to a Transfer Transaction charged by TENANT to its assignee or subtenant exceeds the Minimum Rent attributable to the assigned or subleased portion of the Premises, the Minimum Rent payable hereunder by TENANT shall be increased by fifty percent (50%) of such excess for the term of the sublease or assignment. LANDLORD shall also be entitled to receive fifty percent (50%) of any bonus value or other consideration received or to be received by TENANT, from whatever source, because of or arising out of TENANT'S Transfer Transaction; provided, however, LANDLORD shall not sublet be entitled to receive fifty percent (50%) of any amount that TENANT receives as a refundable security deposit from its assignee or assign or enter into other arrangements such that subtenant. The assignee shall assume and be deemed to have assumed this Lease, and each and every term thereof, and shall be and remain liable, jointly and severally, with TENANT for the amounts to be paid by payment of all Rent due hereunder and for the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities due performance of all of the subtenant terms, covenants, conditions and agreements herein contained. Any direct or assignee. The requirements indirect transfer, sale, assignment, or other disposition during the Term of this Section 18.1 shall apply to any further subleasing by any subtenant. Tenant Lease, whether voluntary or involuntary, of more than fifty percent (50%) interest in the stock of the corporate tenant, shall be responsible for all deemed an assignment of Landlord's costs in considering this Lease under this Paragraph 17, and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00)shall require the consent of LANDLORD as set specified herein.

Landlord’s Consent Required. (a) Tenant shall not voluntarily or by operation of law assign, transfer, mortgage sublet, mortgage, collaterally assign, or otherwise transfer or encumber (collectively, "assign") or sublet, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part of Tenant's ’s interest in this the Lease or in the Premises without Landlord's ’s prior written consent. Landlord’s consent which consent to an assignment, transfer or subletting of the Premises shall not be unreasonably withheldwithheld or delayed. Landlord's ’s consent to a mortgage or refusal collateral assignment of Tenant’s leasehold interest may be withheld by Landlord in Landlord’s sole discretion. Landlord shall respond to Tenant’s request for consent hereunder within thirty (30) days after delivery of a request for Landlord’s approval. Failure of Landlord to respond shall be deemed disapproval. Any attempted assignment, transfer, subletting, mortgage, collateral assignment or encumbrance without Landlord’s consent shall be provided void, and shall constitute a material default and breach of this Lease without a requirement for notice to Tenant under any provision of this Lease. “Transfer” within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and any intensification of use of the Premises or the Common Areas. Assignment or subletting shall not release Tenant from its obligations hereunder. The consent by the Landlord to any assignment or sublease, will not constitute a waiver of the necessity for the Landlord's consent to any subsequent or other assignment or sublease. Tenant shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the subtenant or assignee. The requirements meaning of this Section 18.1 4.2(a) shall apply include any merger, reorganization, or similar transaction to any further subleasing by any subtenant. Tenant shall be responsible for which the Tenant’s consent is required, the sale or transfer of all or substantially all of Tenant’s assets or the transfer of fifty-one percent (51%) or more of Tenant’s stock; provided, however, that a Transfer shall not require Landlord's costs in considering ’s consent if the senior unsecured debt of the acquiring or surviving entity has a rating of A+ by Standard and processing any request Poor’s Rating Services after completion of the Transfer, and the acquiring or surviving entity either assumes all of Tenant’s obligations hereunder or confirms its continuing responsibility for costTenant’s obligations hereunder, not to exceed Two Thousand Dollars ($2,000.00)as appropriate.

Landlord’s Consent Required. (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber voluntarily assign its interest in this Lease (collectively, an "assignassignment") or sublet, license sublease or otherwise grant a right in respect permit occupancy by third parties of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part of Tenant's interest in this Lease or in the Premises (a "sublease"), without first obtaining Landlord's prior written consent consent, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not under any circumstances mortgage, pledge or otherwise transfer or encumber this Lease or the Premises (except for an assignment or sublease pursuant to this Paragraph 12). Any assignment or sublease without Landlord's consent or refusal to prior written consent shall be provided to Tenant within twenty (20) days of voidable at Landlord's receipt of election and shall constitute a default hereunder. Notwithstanding anything to the request provided that Tenantcontrary contained herein, Tenant shall have the right without Landlord's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of prior consent includeand without being subject to Paragraph 12.5 below, but are not limited to, credit history of a proposed assignee to assign this Lease or subtenant, references from prior landlords, and sublet all or any intensification of use part of the Premises to any entity (i) controlling, controlled by or under common control with Tenant, or (ii) resulting from a merger or consolidation with Tenant or acquiring all or substantially all of the Common Areas. Assignment assets and/or stock of Tenant; provided that any such entity shall assume the obligations and liabilities of Tenant under this Lease (any such permitted assignee or subletting subtenant is referred to in this Lease as a "Permitted Transferee") and no such assignment or sublease shall not in any manner release Tenant from its obligations hereunderprimary liability under this Lease. The consent by In addition, the Landlord transfer of any number of shares of Tenant's stock shall not be deemed to any assignment or subleaseconstitute an assignment, will not constitute a waiver of the necessity for the Landlord's consent to any subsequent sublease or other assignment or sublease. Tenant shall not sublet or assign or enter into other arrangements such that transfer requiring the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, consent of Landlord so long as Tenant's stock is traded on the income or profits derived by the business activities of the subtenant or assignee. The requirements of this Section 18.1 shall apply to any further subleasing by any subtenant. Tenant shall be responsible for all of Landlord's costs in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00)a public exchange.

Landlord’s Consent Required. (a) Tenant shall not assign, transfer, mortgage or otherwise transfer hypothecate the leasehold estate under this Lease, or encumber (collectivelyany interest herein, "assign") or subletand shall not sublet the Premises, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part of thereof, or any right or privilege appurtenant thereto (including, but not limited to, the parking spaces to be used in connection with Tenant's interest occupancy), or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in this Lease or in each case, the Premises without Landlord's prior written consent of Landlord, which consent shall will not be unreasonably withheld. Landlord's consent or refusal Any attempt to do so without such prior consent shall be provided to wholly void and shall constitute a default by Tenant within twenty (20) days of Landlord's receipt of under this Lease. In the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and any intensification of use of the Premises or the Common Areas. Assignment or subletting shall not release Tenant from its obligations hereunder. The consent by the event Landlord consents to any assignment or subleasesubletting, will such consent shall not constitute a waiver of any of the necessity for restrictions of this Paragraph 21 and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall Landlord's consent to any subsequent or other an assignment or subleasesubletting affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. Tenant In the event that Landlord shall consent to an assignment or subletting under this Paragraph 21, such assignment or subletting shall not sublet be effective until the assignee or assign sublessee shall assume all of the obligations of this Lease on the part of Tenant to be performed or enter into other arrangements such observed and whereby the assignee or sublessee shall agree that the amounts provisions contained in this Lease shall, notwithstanding such assignment or subletting, continue to be paid by binding upon it with respect to all future assignments and sublettings. Such assignment or sublease agreement shall be duly executed and a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Rent due hereunder directly from the subtenant assignee or sublessee. Collection of Rent directly from an assignee thereunder would be based, in whole or in part, on the income sublessee shall not constitute a consent or profits derived by the business activities a waiver of the subtenant necessity of consent to such assignment or assignee. The requirements subletting, nor shall such collection constitute a recognition of this Section 18.1 shall apply to any further subleasing by any subtenant. such assignee or sublessee as the Tenant shall be responsible for hereunder or a release of Tenant from the performance of all of Landlord's costs in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00)its obligations hereunder.

Landlord’s Consent Required. (a) Tenant shall not voluntarily or by operation of law assign, transfer, mortgage mortgage, sublet, or otherwise transfer or encumber (collectively, "assign") or sublet, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part of Tenant's interest in this Lease lease or in the Premises without Landlord's prior written consent consent, which consent may be conditioned, in addition to any other reasonable conditions, on a written assumption by the assignee or sublessee of the obligations of Tenant, a written guarantee of payment and performance by Tenant and a consent or reaffirmation of any guarantor of Tenant. Any purported assignment, transfer, mortgage, encumbrance, or subletting without consent shall be void and constitute a breach of this Lease. In the event that Tenant is not a natural person, then any transfer (or the aggregate of a series of transfers) of thirty percent (30%) or more of the beneficial ownership of Tenant shall be deemed a prohibited assignment; in the event of the sale of one hundred percent (100%) of the beneficial ownership of Tenant, Landlord agrees to not unreasonably withhold its consent to such assignment provided Landlord is provided with reasonably acceptable information regarding the creditworthiness of the assignee, the assignee assumes all of Tenant's obligations under this Lease and Tenant and Tenant's guarantor remain fully obligated to pay or perform all of Tenant's obligations under this Lease. No option to renew or extend, if any, may be assigned by Tenant and no assignee or subtenant shall have any right to exercise any such option. The acceptance of rent by Landlord from a person other than Tenant shall not be unreasonably withhelddeemed to be a waiver by Landlord of any provision hereof. Landlord's consent or refusal Consent to consent shall be provided to Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and any intensification of use of the Premises or the Common Areas. Assignment one assignment or subletting shall not release Tenant from its obligations hereunder. The consent by the Landlord to any assignment or sublease, will not constitute a waiver of the necessity for the Landlord's be deemed consent to any subsequent or other assignment or sublease. Tenant shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the subtenant or assignee. The requirements of this Section 18.1 shall apply to any further subleasing by any subtenant. Tenant shall be responsible for all of Landlord's costs in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00)subletting.

Landlord’s Consent Required. (a) Provided Tenant notifies Landlord in writing in advance of the name, address and qualifications of the operator, Tenant may hire a reputable operator with respect to Tenant’s leasehold interest hereunder and the Property. Tenant shall not voluntarily or by operation of law assign, transfer, mortgage encumber or otherwise transfer its leasehold estate under this Lease or encumber any right or interest in this Lease or the Property, or (collectivelyexcept for the operator described above) permit all or any portion of the Property to be occupied by anyone other than Tenant, "assign") or sublet, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), sublet all or any part of Tenant's interest in this Lease or in the Premises Property, without Landlord's the express prior written consent of Landlord, which consent shall not be unreasonably withheld. Any such assignment or subletting without the prior written consent of Landlord's consent , whether voluntary or refusal to consent involuntary, by operation of law or otherwise, shall be provided void and shall constitute a non-curable Event of Default. A consent by Landlord to Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and any intensification of use of the Premises or the Common Areas. Assignment one assignment or subletting shall not release Tenant from its obligations hereunder. The consent by the Landlord be deemed to any assignment or sublease, will not constitute be a waiver of the necessity for the Landlord's consent to any subsequent or other assignment or subleasesubletting. Tenant shall not sublet Without limiting the matters that may be considered by Landlord in determining whether to consent to any requested assignment or assign subletting, Landlord may take into account the proposed assignee’s or enter into other arrangements such that the amounts subtenant’s financial strength and ability to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities perform all of the subtenant or assigneeobligations of Tenant under this Lease. The requirements No assignment of this Section 18.1 shall apply to any further subleasing by any subtenant. Tenant Lease shall be responsible for effective unless and until the proposed assignee shall have executed and delivered to Landlord a written agreement in form and content satisfactory to Landlord pursuant to which the proposed assignee shall assume and agree to perform when due all of Landlord's costs in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00)Tenant’s obligations under this Lease.

Landlord’s Consent Required. (a) Except as set forth in this Article, Tenant shall not assigndirectly or indirectly assign this Lease, transferor sublet or license the Premises or any portion thereof, mortgage or otherwise transfer advertise the Premises for assignment or encumber (collectively, "assign") subletting or sublet, license or otherwise grant a right in respect permit the occupancy of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part portion of Tenant's interest in this Lease or in the Premises by any person other than Tenant (each of the foregoing actions are collectively referred to as a “Transfer”) without Landlord's obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld provided that Tenant complies with the provisions of this Article. Landlord's consent or refusal to consent It shall be provided reasonable for Landlord to Tenant within twenty (20) days of Landlord's receipt withhold consent if the proposed Transferee does not have a creditworthiness, financial backing and/or a business plan that is acceptable to Landlord in light of the request provided that obligations being assumed by the Transferee. A Transfer shall include, without limitation, any transfer of Tenant's criteria includes ’s interest in this Lease by operation of law, merger or consolidation of Tenant into any other firm or corporation, and the relevant criteria listed transfer or sale of a controlling interest in Tenant, whether by sale of its capital stock or otherwise or any sale of all or a substantial part of Tenant’s assets. Any Transfer shall be subject to this Lease, all of the provisions of which shall be conditions to such Transfer and be binding on any transferee. No transferee shall have any right further to transfer its interest in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlordsPremises except back to Tenant, and nothing herein shall impose any intensification obligation on Landlord with respect to a further Transfer. Notwithstanding the foregoing to the contrary, so long as Tenant is a publicly traded company on a nationally recognized stock exchange, the transfer of use of the Premises or the Common Areas. Assignment or subletting Tenant’s capital stock shall not release Tenant from its obligations hereunder. The consent by the Landlord to any assignment or sublease, will not constitute be deemed a waiver of the necessity for the Landlord's consent to any subsequent or other assignment or sublease. Tenant shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the subtenant or assignee. The requirements of this Section 18.1 shall apply to any further subleasing by any subtenant. Tenant shall be responsible for all of Landlord's costs in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00)Transfer.

Landlord’s Consent Required. (a) Tenant acknowledges and agrees that it has entered into this Lease in order to acquire the Premises for its own personal use and not for the purpose of obtaining the right to convey the leasehold to others. Tenant shall not assign, license, transfer, mortgage mortgage, hypothecate, or otherwise transfer or encumber (collectively, "assign") or sublet, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part of Tenant's interest in this Lease or in any interest therein, or sublet the Premises or any part thereof to occupy or use the Premises or any portion thereof without Landlord's the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. Landlord's consent shall not be deemed unreasonably withheld if the proposed new tenant is anyone with whom Landlord has negotiated for a direct lease within the preceding twelve (12) months, anyone with whom Landlord is negotiating a direct lease at the time of such proposed assignment of sublease, anyone on Landlord's list of prospective new tenants, or refusal to any current or prior occupant or tenant of the Building; or if in Landlord's opinion the business operation conducted on the Premises is or may in any way adversely affect the Building or other tenants during the term of the Lease by such proposed assignment, license, transfer, mortgage, encumbrance or subletting; or the financial worth of a proposed new tenant is less than that of Tenant or the financial worth or the guarantor of a proposed new tenant is less than that of Tenant or the financial worth or the guarantor of a proposed new tenant is less than that of the guarantor of Tenant. Acceptance of rent by Landlord of Tenant or Assignee shall not be deemed approval or acceptance of assignment or subletting. Tenant shall remain liable for all terms and conditions of this Lease Agreement at all times even upon Lease assignment or subletting. Any assignment or subletting by Tenant without Landlord's consent shall be provided to a default by Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and any intensification of use of the Premises or the Common Areas. Assignment or subletting shall not release Tenant from its obligations hereunder. The consent by the Landlord to any assignment or sublease, will not constitute a waiver of the necessity for the Landlord's consent to any subsequent or other assignment or sublease. Tenant shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the subtenant or assignee. The requirements of this Section 18.1 shall apply to any further subleasing by any subtenant. Tenant shall be responsible for all of Landlord's costs in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00).

Landlord’s Consent Required. (a) Except as expressly permitted herein, Tenant shall not assign, transfermortgage, mortgage or otherwise transfer pledge, hypothecate or encumber (collectivelythis Lease or any interest in this Lease, "assign") or sublet, sublet or license or otherwise grant a right in respect permit the use or occupancy of all or any part of the Premises by or for the benefit of anyone other than Tenant (a "SUBLEASE") (collectively, a "TRANSFER"“Transferee”), or in any other manner transfer all or any part of Tenant's ’s interest in under this Lease or in (each and all a “Transfer”), without the Premises without Landlord's prior written consent of Landlord, which consent shall not be unreasonably withheld. No consent granted by Landlord shall be deemed to be a consent to any subsequent assignment or transfer, lien or encumbrance, sublease or occupancy. Except as otherwise expressly set forth herein, any assignment or transfer, grant of lien or encumbrance, or sublease or occupancy without Landlord's consent or refusal to ’s prior written consent shall be provided void. If the original Tenant named herein shall assign this Lease or sublet the Premises in its entirety to any person other than a Permitted Transferee, any rights of Tenant within twenty (20) days of Landlord's receipt of to extend the request provided that Tenant's criteria includes the relevant criteria listed Lease Term or to lease additional space in the following sentence. Relevant criteria in determining reasonability of consent include, but are Project shall be extinguished thereby and will not limited to, credit history of a proposed be transferred to the assignee or subtenant, references from prior landlords, all such rights being personal to the original Tenant named herein and any intensification of use of the Premises or the Common Areas. Assignment or subletting shall not release Tenant from its obligations hereunder. The consent by the Landlord to any assignment or sublease, will not constitute a waiver of the necessity for the Landlord's consent to any subsequent or other assignment or sublease. Tenant shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the subtenant or assignee. The requirements of this Section 18.1 shall apply to any further subleasing by any subtenant. Tenant shall be responsible for all of Landlord's costs in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00)Permitted Transferees.

Landlord’s Consent Required. (a) Tenant shall not assign, transfer, mortgage or otherwise transfer hypothecate the leasehold estate under this Lease, or encumber (collectivelyany interest therein, "assign") or subletand shall not sublet the Premises, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part of thereof, or any right or privilege appurtenant thereto (including, but not limited to the parking spaces to be used in connection with Tenant's interest occupancy), or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in this Lease or in each case, the Premises without Landlord's prior written consent of Landlord, which consent shall will not be unreasonably withheld. Any attempt to do so without such prior consent shall be wholly void and shall constitute a default by Tenant under this Lease. In the event Landlord consents to any assignment or subletting, such consent shall not constitute waiver of any of the restrictions of this Paragraph 21 and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall Landlord's consent to an assignment or refusal to consent subletting affect the continuing primary liability of Tenant (which, following assignment shall be provided joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. In the event that Landlord shall consent to Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent includean assignment or subletting under this Paragraph 21, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and any intensification of use of the Premises or the Common Areas. Assignment such assignment or subletting shall not release be effective until the assignee or sublessee shall assume all of the obligations of this Lease on the part of Tenant from its obligations hereunder. The consent by to be performed or observed and whereby the Landlord to any assignee or sublessee shall agree that the provisions contained in this Lease shall, notwithstanding such assignment or subleasesubletting, will continue to be binding upon it with respect to all future assignments and sublettings. Such assignment or sublease agreement shall be duly executed and a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Rent due hereunder directly from the assignee or sublessee. Collection of Rent directly from an assignee or sublessee shall not constitute a consent or a waiver of the necessity for the Landlord's of consent to any subsequent or other such assignment or sublease. subletting, nor shall such collection constitute a recognition of such assignee or sublessee as the Tenant shall not sublet hereunder or assign or enter into other arrangements such that a release of Tenant from the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities performance of the subtenant or assignee. The requirements of this Section 18.1 shall apply to any further subleasing by any subtenant. Tenant shall be responsible for all of Landlord's costs in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00)its obligations hereunder.

Landlord’s Consent Required. (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld. Landlord's consent or refusal to consent shall be provided to Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and any intensification of use of the Premises or the Common Areas. Assignment or subletting shall not release Tenant from its obligations hereunder. The consent by the Landlord to any assignment or sublease, will not constitute a waiver of the necessity for the Landlord's consent to any subsequent or other assignment or sublease. Tenant shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be basedthis Lease, in whole or in part, on the income nor sublet all or profits derived by the business activities any part of the subtenant Premises, nor license concessions or assigneelease departments therein, nor pledge or encumber by mortgage or other instruments its interest in this Lease without Landlord's prior written consent, which consent may be withheld by Landlord in its sole and absolute discretion. The requirements This prohibition includes any subletting or assignment which would otherwise occur by operation of this Section 18.1 shall apply law, merger, consolidation, reorganization, transfer or other change of Tenant's corporate or proprietary structure, or an assignment or subletting to or by a receiver or trustee in any federal or state bankruptcy, insolvency, or other proceedings. Consent by Landlord to any further subleasing by assignment or subletting shall not constitute a waiver of the foregoing prohibition with respect to any subtenantsubsequent assignment or subletting. Tenant shall pay and reimburse to Landlord the reasonable costs and expenses incurred by Landlord to cover Landlord's administrative cost, overhead and counsel fee in connection with any permitted assignment or subletting and any and all additional reasonable costs and expenses incurred hereunder. Tenant shall have the right to sublet the Premises to a bona fide franchisee or to any parent, subsidiary or affiliate corporation of Tenant without Landlord's prior written approval, provided that (i) such sublessee continues to operate the business conducted in the Premises under the same Tenant Trade Name and in the same manner as Tenant and agrees expressly to be responsible for bound by all other provisions of this Lease, (ii) Tenant remains liable under all of Landlordthe terms and conditions of the Lease, and (iii) Tenant provides Landlord with a copy of the sublease agreement within thirty (30) days after execution of such agreement. So long as Xxxxxxxx Store I, Inc. is Tenant under this Lease, and is not in default of any of the terms and conditions thereof, Landlord will not unreasonably withhold consent to an assignment of this Lease for any of the then remaining portion of the unexpired Term, to any business entity acquiring all or substantially all of the assets of Tenant, including this Lease and Tenant's costs interest in considering all other Xxxxxxxx Factory stores, provided: (i) the net assets of the assignee shall not be less than the net assets of Tenant at the time of the signing of this Lease; (ii) such assignee continues to operate the business conducted in the Premises under the Tenant Trade Name or a trade name acceptable to Landlord and processing any request in the same manner as Tenant and pursuant to all of the provisions of this Lease; (iii) such assignee shall have recognized experience in successfully operating a similar, first-class business in a factory outlet shopping center; (iv) such assignee shall assume in writing all of Tenant's obligations under this Lease; and (v) Tenant or Tenant's Guarantor continues to remain liable for costthe performance of all terms, including but not to exceed Two Thousand Dollars ($2,000.00)limited to, payment of Rental due under this Lease.

Landlord’s Consent Required. (a) Tenant shall will not assignmortgage, transferpledge, mortgage or otherwise transfer or encumber (collectivelyencumber, "assign") or sublet, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part of Tenant's interest in this Lease assign or in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld. Landlord's consent or refusal to consent shall be provided to Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and any intensification of use of the Premises or the Common Areas. Assignment or subletting shall not release Tenant from its obligations hereunder. The consent by the Landlord to any assignment or sublease, will not constitute a waiver of the necessity for the Landlord's consent to any subsequent or other assignment or sublease. Tenant shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be basedmanner transfer this Lease, in whole or in part, on nor sublet all or any part of the income Leased Premises, nor license concessions or profits derived lease departments therein, without, in each instance, first obtaining the written consent of Landlord. The within prohibition against transfer without the Landlord's prior written consent includes any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant's corporate or proprietary structure, or an assignment, subletting to or by a receiver or trustee in any federal or state bankruptcy, insolvency, or other proceedings. The consent by Landlord to any assignment, subletting or other transfer shall not constitute a waiver of the requirement for such consent to any subsequent assignment, subletting or other transfer. Any assignment, subletting or other transfer, even with the consent of Landlord, shall not relieve Tenant from primary liability for the payment of Rent or from the primary obligation to keep and be bound by the business activities terms, conditions and covenants of this Lease. If, at any time, Tenant shall request Landlord's consent to assign or otherwise transfer this Lease or to sublet all or any portion of the subtenant Leased Premises, then Landlord shall have the right, by notifying Tenant in writing within thirty (30) days after receipt of such request, to terminate this Lease as of the date specified in such notice from Landlord to Tenant, which effective date shall be not more than ninety (90) nor less than thirty (30) days from the date of such notice. In the event of such termination, all Rent (other than any Rent or assigneeAdditional Rent due Landlord resulting from Tenant's failure to perform any of its obligations under this Lease) shall be adjusted as of the date of such termination. The requirements Landlord's failure or refusal to so terminate this Lease shall not constitute a consent to the proposed assignment, subletting or other transfer. In the event Tenant shall assign or sublet the Leased Premises or request the consent of this Section 18.1 Landlord for any act that Tenant proposes to do, then Tenant shall apply pay Landlord's reasonable attorneys' fees incurred in connection therewith. Should Tenant assign, sublet or otherwise dispose of the Leased Premises, whether with or without Landlord's consent, any and all sums payable by virtue of such assignment, sublease or other demise excluding any amounts received for Tenant's Furniture, Fixtures, Equipment and Goodwill, shall be due and payable solely to any further subleasing by any subtenantLandlord. Tenant shall be responsible does hereby appoint Landlord as its attorney-in-fact to xxxx and collect any and all such sums for all the use and benefit of Landlord's costs in considering and processing any request for cost, not Landlord without liability whatsoever to exceed Two Thousand Dollars ($2,000.00)Tenant.

Landlord’s Consent Required. (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part of Tenant's interest in this Lease is not assignable, by operation of law or in otherwise, nor shall Tenant have the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld. Landlord's consent right to sublet the Premises, transfer any interest of Tenant therein or refusal to consent shall be provided to Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and permit any intensification of use of the Premises by another party, without the prior written consent of Landlord to such assignment, subletting, transfer or use, which consent Landlord agrees not to withhold unreasonably subject to the Common Areasprovisions of Subparagraph B below. Assignment A consent to one assignment, subletting, occupancy or use by another party shall not be deemed to be a consent to any subsequent assignment, 22 subletting, occupancy or use by another party. Any assignment or subletting without such consent shall be void and shall, at the option of Landlord, terminate this Lease. It shall not release Tenant from be unreasonable for Landlord to withhold its obligations hereunderconsent to any proposed assignment or subletting if (1) the proposed assignee's or subtenant's anticipated use of the Premises involves the storage, generation, discharge, transport, use or disposal of any Hazardous Material; (2) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to "clean up" or remediate any Hazardous Material; (3) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, generation, discharge, transport, disposal or storage of any Hazardous Material. The Landlord's waiver or consent by the Landlord to any assignment or sublease, will not constitute a waiver of the necessity for the Landlord's consent to any subsequent or other assignment or sublease. Tenant subletting hereunder shall not sublet or assign or enter into other arrangements such that relieve Tenant from any obligation under this Lease unless the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the subtenant or assignee. The requirements of this Section 18.1 consent shall apply to any further subleasing by any subtenant. Tenant shall be responsible for all of Landlord's costs in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00)so provide.

Landlord’s Consent Required. (a) Tenant shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), all sublet the Premises or any part of Tenant's interest in this Lease thereof, or in any right or privilege appurtenant thereto, to any other person to occupy or use the Premises Premises, or any portion thereof (a “Transfer”), without Landlord's the prior written consent of Landlord, which consent shall be on such terms and conditions as Landlord requires, in its commercially reasonable discretion; provided, that Tenant may effect a Transfer without Landlord’s consent to an entity whose net worth and creditworthiness meets or exceeds the creditworthiness of Tenant as of the date hereof, so long as Tenant provides Landlord with at least forty-five (45) days prior written notice of the proposed Transfer and all supporting documentation evidencing such creditworthiness as Landlord may reasonably require. A consent to one Transfer shall not be unreasonably withheld. Landlord's consent or refusal deemed to consent shall be provided to Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and any intensification of use of the Premises or the Common Areas. Assignment or subletting shall not release Tenant from its obligations hereunder. The consent by the Landlord to any assignment or sublease, will not constitute a waiver of the necessity for the Landlord's consent to any subsequent Transfer. A Transfer without such consent shall be void and shall, at the option of Landlord, constitute an Event of Default under this Lease. The consent of Landlord pursuant to this Section 17.1 to any Transfer shall not relieve Tenant of any of its obligations under this Lease including the obligation to pay rent. However, Landlord may consent to subsequent sublettings and assignments of the sublease or other assignment any amendments or modifications thereto without notifying Tenant or anyone else liable on the Lease or sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or sublease. Notwithstanding anything herein to the contrary, Landlord acknowledges and hereby consents to the sublease of the Premises by Tenant to Subtenant pursuant to the OCOM Sublease; provided, that for the avoidance of doubt, Landlord’s consent to the OCOM Sublease shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities relieve Tenant of the subtenant obligation to provide Landlord with any proposed amendments, waivers or assignee. The requirements of this Section 18.1 shall apply side letter agreements to any further subleasing by any subtenant. Tenant shall the OCOM Sublease for Landlord’s prior approval (which may be responsible for all of Landlord's costs withheld in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00its sole discretion).

Landlord’s Consent Required. (a) Tenant shall will not assignassign this Lease, transferin whole or in part, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), nor sublet all or any part of Tenant's interest in the Premises, nor license concessions or lease departments therein, nor pledge or secure by mortgage or other instruments this Lease or in Lease, without first obtaining the Premises without Landlord's prior written consent of Landlord, which consent shall not be unreasonably withheld. LandlordThis prohibition includes, without limitation, (i) any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant's consent corporate or refusal proprietary structure; (ii) an assignment or subletting to consent shall be provided to Tenant within twenty or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other proceedings; (20iii) days the sale, assignment or transfer of Landlord's receipt all or substantially all of the request provided that assets of Tenant's criteria includes , with or without specific assignment of Lease; or (iv) the relevant criteria listed change in the following sentencecontrol in a partnership. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and any intensification of use of the Premises or the Common Areas. Assignment or subletting shall not release Tenant from its obligations hereunder. The consent Consent by the Landlord to any assignment or sublease, will subletting shall not constitute a waiver of the necessity requirement for the Landlord's such consent to any subsequent or other assignment or subleasesubletting, nor shall such consent be deemed to release Tenant or any Guarantor from liability under this Lease except to the extent such consent specifically provides in writing. Tenant shall not sublet or assign or enter into other arrangements such that pay to Landlord, as Additional Rental, the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities sum of the subtenant or assignee. The requirements of this Section 18.1 shall apply to any further subleasing by any subtenant. Tenant shall be responsible for all of Landlord's costs in considering Five Hundred and processing any request for cost, not to exceed Two Thousand No/100 Dollars ($2,000.00).500.00) to cover Landlord's administrative costs, overhead and counsel fees, plus all out-of-pocket expenses, in connection with such assignment or subletting consented to by Landlord and any and all additional costs and expenses incurred hereunder. The parties of this Lease agree that it shall be deemed to be reasonable under this Lease and under applicable law for Landlord to withhold consent to an assignment of the Lease or the subletting of the Premises where one or more of the following apply:

Landlord’s Consent Required. (a) Tenant shall not assign, transfer, mortgage mortgage, pledge or otherwise transfer or encumber (collectively, "“assign"”) or sublet, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part of Tenant's ’s interest in this Lease or in the Premises without Landlord's ’s prior written consent, which consent may be withheld in Landlord’s sole and absolute discretion, and shall not sublet all on any portion of the Premises without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord's No consent by Landlord to a sale, assignment, transfer, mortgage, pledge or refusal hypothecation of this Lease or Tenant’s interest hereunder or to consent shall be provided to Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlordsany sublease, and any intensification of use no assignment or subletting of the Premises or the Common Areas. Assignment any part thereof in accordance with this Lease or subletting otherwise with Landlord’s consent, shall not release Tenant from its liability hereunder (and, after giving effect to any such assignment, Tenant shall remain jointly and severally liable with the assignee for all obligations of the Tenant hereunder. The , including, without limitation, all obligations with respect to indemnification of Landlord and the Landlord Entities); and any such consent by shall apply only to the specific transaction thereby authorized and shall not relieve Tenant from any requirement of obtaining the prior written consent of Landlord to any assignment further sale, assignment, transfer, mortgage, pledge or sublease, will not constitute a waiver hypothecation of the necessity for the Landlord's consent this Lease or any interest of Tenant hereunder or to any subsequent or other assignment or sublease. Tenant shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the subtenant or assignee. The requirements of this Section 18.1 Paragraph 12.1 shall apply to any further subleasing by any subtenant. In the event of any assignment or subletting, Tenant shall be responsible for all pay to Landlord or its authorized managing agent (as directed by Landlord) a fee of $3,000.00 to cover Landlord's ’s costs in considering and processing of review, negotiation, preparation or execution of any request for cost, not to exceed Two Thousand Dollars ($2,000.00)documentation regarding such assignment or subletting.

Landlord’s Consent Required. (a) Except as otherwise provided in this Section 9, Tenant shall not directly or indirectly, voluntarily or by operation of law, sell, assign, transferencumber, mortgage pledge or otherwise transfer or encumber (collectively, "assign") or sublet, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), hypothecate all or any part of Tenant's interest in this Lease or in the Premises or Tenant’s leasehold estate hereunder (collectively, “Assignment”), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises or any portion thereof (the foregoing, including without limitation any license or use agreement, any sub-sublease or subsequent subletting by any subtenant, sub-subtenant or other occupant of any portion of the Premises, and similar occupancy rights, collectively, “Sublease”), without Landlord's ’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord's consent If Landlord consents to the Sublease or refusal Assignment, Tenant may thereafter enter into a valid Sublease or Assignment upon the terms and conditions set forth in this Section 9. Without limitation as to consent other reasonable grounds for withholding consent, the parties hereby agree that it shall be provided to Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, reasonable under this Lease and under any intensification of use of the Premises or the Common Areas. Assignment or subletting shall not release Tenant from its obligations hereunder. The consent by the applicable Law for Landlord to any assignment or sublease, will not constitute a waiver of the necessity for the Landlord's withhold consent to any subsequent proposed Assignment or other assignment Sublease where one or sublease. Tenant shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities more of the subtenant or assignee. The requirements of this Section 18.1 shall apply to any further subleasing by any subtenant. Tenant shall be responsible for all of Landlord's costs in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00).following apply:

Landlord’s Consent Required. Except as set forth in Section 8.4 hereof, Tenant will not assign or transfer this Lease or sublease the Premises or any part thereof or interest therein, or mortgage, pledge or hypothecate its leasehold interest, without Landlord's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Unless Tenant is a publicly traded company, and except as set forth in Section 8.4 hereof, a transfer of a controlling interest in Tenant will be deemed an assignment of this Lease. Any attempted transfer without consent will be void and constitute a non-curable Event of Default under this Lease (aas defined below). Tenant's request for consent will include the details of the proposed sublease or assignment, including the name, business and financial condition of the prospective transferee, financial details of the proposed transaction (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord reasonably deems relevant. Landlord will have the right to withhold or grant consent, in its reasonable business judgment, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises; (ii) the net worth and financial condition of the proposed assignee or subtenant in relation to its obligations under the proposed assignment or sublease; (iii) Tenant's compliance with all of its obligations under this Lease; (iv) such other factors as Landlord may reasonably deem relevant. Tenant shall not advertise or promote a rental rate in connection with such proposed sublease or assignment that is less than Landlord's then current asking rental rate, provided that there shall not be a minimum rental rate requirement for any actual executed sublease or assignment. Tenant will promptly furnish to Landlord copies of all transaction documentation. Notwithstanding any provision in this Lease to the contrary, Tenant shall not assign, transfer, mortgage sublet or otherwise transfer any of its interests or encumber (collectivelyrights hereunder to any tenant, "assign") subtenant or subletoccupant in the Building, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part tenant, subtenant or occupant at any other property owned by Landlord or any affiliate of Tenant's interest in this Lease or in Landlord, without the Premises without Landlord's prior written consent of Landlord which shall be granted or denied in its sole discretion, except in the case of a sublease where Landlord does not then have space directly available in the Building that is comparable to Tenant's sublease space, in which case Landlord's consent shall not be unreasonably withheld, conditioned or delayed (subject to the foregoing factors). Landlord's consent If this Lease is assigned, or refusal to consent shall be provided to Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and any intensification of use of if the Premises or any part thereof is sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the Common Areas. Assignment assignee, subtenant or subletting occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall not release Tenant from its obligations hereunder. The consent by the Landlord to any assignment or sublease, will not constitute be deemed a waiver of the necessity for the Landlord's consent to any subsequent or other assignment or sublease. Tenant shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the subtenant or assignee. The requirements of this Section 18.1 shall apply to any Article VIII, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further subleasing performance by any subtenant. Tenant shall be responsible for all of Landlord's costs in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00)its obligations hereunder.