Common use of Assignment or Sublease Clause in Contracts

Assignment or Sublease. Tenant shall not voluntarily, involuntarily or by operation of law, assign, sell, pledge, transfer, mortgage or encumber this Lease or any interest therein, or sublet the whole or any part of the Premises (any of which events being a "Transfer and any such assignee, purchaser, mortgagee, pledgee or other transferee being a "Transferee" for purposes of this Section XI) without first obtaining Landlord's written consent, which shall not be unreasonably withheld if all of the following conditions precedent are fully and completely satisfied, but which otherwise may be withheld by Landlord in its sole discretion: (a) The proposed Transferee is at least as creditworthy as Tenant when Tenant entered into this Lease, and satisfies Landlord's then current credit standards for tenants of the Building and the Park, and has the financial strength and stability to perform all obligations under this Lease to be performed by Tenant as and when they fall due. (b) The proposed Transferee will use the Premises for a purpose which in Landlord's opinion (i) is lawful, (ii) is consistent with the permitted use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants in similar office buildings, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant in the Building and the Park, (v) will not increase the likelihood of damage or destruction, (vi) will not increase the rate of wear and tear to the Premises or common areas, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the Building (unless the proposed Transferee agrees to pay such additional cost), and (viii) will not require new tenant improvements incompatible with then existing Building systems and components. (c) Tenant pays to Landlord all of Landlord's attorneys' fees and costs incurred in connection with negotiation, review and processing of the Transfer, plus a processing fee of $1,000. (d) Landlord is paid any increase in the Security Deposit required by Landlord and permitted by law. (e) At the time of the proposed Transfer, Tenant is not in default under or in breach of any term, provision or covenant of this Lease. (f) In Landlord's business judgment: (i) the proposed Transferee must have a business reputation and financial strength equal to or better than the average of all tenants occupying space at the Park at the time of the proposed transfer, and (ii) the proposed transfer shall not create an undesirable mix of tenants at the Park. (g) At least fifty percent (50%) of the rentable area of the Building and the Park is leased to paying tenants. (h) The Transfer will not otherwise have or cause a material adverse impact on Landlord's interests in the Park, the Building or the Premises. 11.1 except as specifically set forth in a notice from Landlord to Tenant.

Assignment or Sublease. Tenant shall not voluntarily, involuntarily or by ---------------------- operation of law, assign, sell, pledge, transfer, mortgage or encumber this Lease or any interest therein, or sublet the whole or any part of the Premises or allow any other person, except the employees, agents or invitees of Tenant to occupy or use any portion of the Premises (any of which events being a "Transfer Transfer" and any such assignee, purchaser, mortgagee, pledgee or other transferee being a "Transferee" for purposes of this Section XI15) without first obtaining Landlord's written consent, which shall not be unreasonably withheld if all of the following conditions precedent are fully and completely satisfied, but which otherwise may be withheld by Landlord in its sole discretion:. (a) The proposed Transferee is at least as creditworthy credit worthy as Tenant when Tenant entered into this Lease, and satisfies Landlord's then current credit standards for tenants of the Building and the ParkBuilding, and in Landlord's option has the financial strength and stability to perform all obligations under this Lease to be performed by Tenant as and when they fall due. (b) The proposed Transferee will use the Premises for a purpose which in Landlord's opinion (i) is lawful, (ii) is consistent with the permitted use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants in similar of a first class office buildingsbuilding, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant in the Building and the ParkBuilding, (v) will not increase the likelihood of damage or destruction, (vi) will not increase the rate of wear and tear to the Premises or common areas, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the Building (unless the proposed Transferee agrees to pay such additional cost), and (viii) will not require new tenant improvements incompatible with then existing Building systems and components. (c) Tenant pays to Landlord all of Landlord's reasonable attorneys' fees and costs incurred in connection with negotiation, review and processing of the Transfer, plus a processing fee of not to exceed Five Hundred Dollars ($1,000500.00) for each such request. (d) Landlord is Any security deposit paid any increase by Transferee to Tenant in excess of the Security Deposit required held by Landlord and permitted by lawwill be paid to Landlord as additional Security Deposit. (e) At the time of the proposed Transfer, Tenant is not in default under or in breach of any term, provision or covenant of this Lease. (f) In Landlord's business judgment: (i) the proposed Transferee must have a business reputation and financial strength equal to or better than the average of all tenants occupying space at the Park at the time of the proposed transfer, and (ii) the proposed transfer shall not create an undesirable mix of tenants at the Park. (g) At least fifty percent (50%) of the rentable area of the Building and the Park is leased to paying tenants. (h) The Transfer will not otherwise have or cause a material adverse impact on Landlord's interests in the Park, the Building or the Premises. Tenant shall have the burden of demonstrating that each of the foregoing conditions is satisfied. No Transfer shall relieve Tenant of any liability under this Lease. An assignment or sublease consented to by Landlord shall not be binding upon Landlord unless the assignee or subtenant delivers to Landlord: (i) an original executed assignment or sublease; (ii) any collateral agreement; and (iii) an instrument containing said assignee's or sublessee's assumption of all of the obligations of Tenant under this Lease, in form and substance satisfactory to Landlord. The assignee or sublessee's failure to execute such a covenant shall not waive, release or discharge the assignee or sublessee from its liability for performance of Tenant's obligations under this Lease. 11.1 except as specifically set forth in a notice from Landlord to Tenant.

Assignment or Sublease. Tenant shall not voluntarily, involuntarily or by operation of law, assign, sell, pledge, transfer, mortgage or encumber assign this Lease or any interest therein, or sublet the whole or any part of the Premises (any of which events being each, a "Transfer “Transfer” and any such assigneeassignee or sublessee, purchaser, mortgagee, pledgee or other transferee being a "“Transferee" for purposes of this Section XI”) without first obtaining Landlord's ’s prior written consent, consent which shall not be unreasonably withheld if all of the following conditions precedent are fully and completely satisfiedwithheld, but which otherwise may be withheld by conditioned or delayed. To assist Landlord in its sole discretion: (a) The proposed Transferee is at least as creditworthy as Tenant when Tenant entered into this Lease, and satisfies Landlord's then current credit standards for tenants of the Building and the Park, and has the financial strength and stability determining whether to perform all obligations under this Lease consent to be performed by Tenant as and when they fall due. (b) The proposed Transferee will use the Premises for a purpose which in Landlord's opinion (i) is lawful, (ii) is consistent with the permitted use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants in similar office buildings, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant in the Building and the Park, (v) will not increase the likelihood of damage or destruction, (vi) will not increase the rate of wear and tear to the Premises or common areas, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the Building (unless the proposed Transferee agrees to pay such additional cost), and (viii) will not require new tenant improvements incompatible with then existing Building systems and components. (c) Tenant pays to Landlord all of Landlord's attorneys' fees and costs incurred in connection with negotiation, review and processing of the Transfer, plus a processing fee of $1,000. (d) Landlord is paid any increase in the Security Deposit required by Landlord and permitted by law. (e) At the time of the proposed Transfer, Tenant is not in default under or in breach of shall submit the following to Landlord, as well as any term, provision or covenant of this Lease. (f) In other information reasonably requested by Landlord's business judgment: (i) the proposed Transferee must have a business reputation name and financial strength equal to or better than the average of all tenants occupying space at the Park at the time jurisdiction of the proposed transfer, and Transferee; (ii) the proposed transfer use of the Premises; (iii) the terms of the proposed Transfer; (iv) current financial statements and the most recent filed federal income tax return of the proposed Transferee; and (v) the proposed Transfer documents. No Transfer shall affect the liability of Tenant under this Lease and Tenant and any Transferee shall be liable to Landlord for performance of Tenant’s obligations under this Lease. Consent to any Transfer shall not create an undesirable mix of tenants at the Park. (g) At least fifty percent (50%) operate as a waiver of the rentable area necessity of a consent to any subsequent Transfer. Landlord shall be acting reasonably in denying consent to a Transfer if Landlord determines (a) the use and occupancy of the Premises by the proposed Transferee would degrade the operation and maintenance of a first-class office building; (b) the proposed Transfer will conflict with any other Building lease; (c) intentionally omitted; (d) the proposed Transferee is an existing tenant of the Building and the Park is leased to paying tenants. (h) The Transfer will not otherwise have actively or cause a material adverse impact on Landlord's interests in the Parkprior three months engaged in negotiations with Landlord to lease additional or relocation space in the Building; (e) the use and occupancy of the Premises by the proposed Transferee will unreasonably increase the traffic to the Building, or occupancy levels within the Building beyond Tenant’s maximum density allowed under this Lease or a typical office tenant, whichever is greater; or (f) the Premisesuse and occupancy of the Premises by the proposed Transferee may increase the risk of environmental contamination of the Project due to Hazardous Material to be brought upon the Project. 11.1 except as specifically set forth in a notice from Landlord to Tenant.

Assignment or Sublease. Tenant shall not voluntarily, involuntarily ---------------------- or by operation of law, assign, sell, pledge, transfer, mortgage or encumber this Lease or any interest therein, or sublet the whole or any part of the Premises (any of which events being a "Transfer Transfer" and any such assignee, purchaser, mortgagee, pledgee or other transferee being a "Transferee" for purposes of this Section XI) without first obtaining Landlord's written consent, which shall not be unreasonably withheld if all of the following conditions precedent are fully and completely satisfied, but which otherwise may be withheld by Landlord in its sole discretion: (a) The proposed Transferee is at least as creditworthy as Tenant when Tenant entered into this Lease, and satisfies Landlord's then current credit standards for tenants of the Building and the Park, and in Landlord's reasonable business judgment has the financial strength and stability to perform all obligations under this Lease to be performed by Tenant as and when they fall due. (b) The proposed Transferee will use the Premises for a purpose which in Landlord's opinion (i) is lawful, (ii) is consistent with the permitted use of the Premises under this Lease, (iii) is consistent with the general first class character of business carried on by tenants in similar office buildings, (iv) at the Park does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant in the Building and the Park, (v) will not increase the likelihood of damage or destruction, (vi) will not increase the rate of wear and tear to the Premises or common areas, (for example, a tenant who will routinely operate at full capacity outside of Normal Building Hours, or who has a significantly higher number of personnel at the Premises per 1,000 rentable square feet than Tenant does upon its full occupancy of the Premises), (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the Building (unless the proposed Transferee agrees to pay such additional cost), and (viii) will not require new tenant improvements incompatible with then existing Building systems and componentssystems. (c) Tenant pays to Landlord all of Landlord's reasonable attorneys' fees and costs incurred in connection with negotiation, review and processing of the Transfer, plus a processing fee of $1,000. (d) Landlord is paid any increase in the Security Deposit required by Landlord and permitted by law. (e) At the time of the proposed Transfer, Tenant is not in default under or in breach of any term, provision or covenant of this Lease. (fe) In Landlord's reasonable business judgment: (i) the proposed Transferee must have a first class business reputation and financial strength equal to or better than the average of all tenants occupying space at the Park at the time of the proposed transferreputation, and (ii) the proposed transfer shall not create an undesirable mix of tenants at the Park, and (iii) the proposed Transferee's business shall not be considered immoral or offensive by other tenants at the Park. (gf) At least fifty seventy-five percent (5075%) of for the rentable area of the Building and the Park is leased to paying tenants, provided that for this purpose the vacancy that may be created by the expiration of AT&T Wireless Services, Inc. lease of Building IV at the Park on February 28, 2001 will not be considered in this calculation. (hg) The Transfer will not otherwise have or cause a material adverse impact on Landlord's interests in the Park, the Building or the Premises. 11.1 except . No Transfer shall relieve Tenant of any liability under this Lease. Consent to any Transfer shall not operate as specifically set forth in a notice from Landlord waiver of the necessity of a consent to any subsequent Transfer, and the terms of such consent shall be binding upon any Person holding by, under or through Tenant.

Assignment or Sublease. Except as expressly provided below, Tenant shall will not voluntarily, involuntarily or by operation of law, assign, sell, pledge, transfer, mortgage or encumber assign this Lease or any interest therein, or sublet the whole or any part of the Premises (any of which events being each, a "Transfer “Transfer” and any such assigneeassignee or sublessee, purchaser, mortgagee, pledgee or other transferee being a "“Transferee" for purposes of this Section XI”) without first obtaining Landlord's written Owner’s consent. Tenant may Transfer this Lease without Owner’s consent in the case of (each, which shall not be unreasonably withheld if all of the following conditions precedent are fully and completely satisfied, but which otherwise may be withheld by Landlord in its sole discretion: a “Permitted Transfer”): (a) The proposed Transferee is at least as creditworthy as Tenant when Tenant entered into this Lease, and satisfies Landlord's then current credit standards for tenants of the Building and the Park, and has the financial strength and stability to perform all obligations under this Lease to be performed by Tenant as and when they fall due. a merger or consolidation; (b) The a sale of substantially all of Tenant’s company assets or similar transfers involving Tenant’s entire business enterprise, provided the sale or transfer is made to a bona fide third party and is not primarily intended to avoid the foregoing restriction on Transfers; or (c) a Transfer to a parent, subsidiary or affiliate of Tenant, provided that in all events the existing “Tenant” will not be released from liability hereunder and will remain primarily, jointly and severally liable with the Transferee for the performance of the obligations of Tenant hereunder. Tenant will notify Owner in writing of any Permitted Transfer within five (5) business days of the transaction. To assist Owner in determining whether to consent to any proposed Transferee Transfer (other than a Permitted Transfer), Tenant will use submit the Premises for a purpose which in Landlord's opinion following to Owner as well as any other information reasonably requested by Owner, (i) is lawful, the name and legal entity of the Transferee; (ii) is consistent with a description of the permitted proposed use of the Premises under this Leaseby the Transferee, provided the description will not imply that any change of use is allowed; (iii) is consistent with the general character of business carried on by tenants in similar office buildings, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant in the Building and the Park, (v) will not increase the likelihood of damage or destruction, (vi) will not increase the rate of wear and tear to the Premises or common areas, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the Building (unless the proposed Transferee agrees to pay such additional cost), and (viii) will not require new tenant improvements incompatible with then existing Building systems and components. (c) Tenant pays to Landlord all of Landlord's attorneys' fees and costs incurred in connection with negotiation, review and processing of the Transfer, plus a processing fee of $1,000. (d) Landlord is paid any increase in the Security Deposit required by Landlord and permitted by law. (e) At the time terms of the proposed Transfer; (iv) current financial statements, Tenant is not in default under or in breach most recent federal income tax return, and operating history of any term, provision or covenant the proposed Transferee; (v) the operation and management history of this Lease. the proposed Transferee and individuals responsible for operating and managing the business on the Premises; and (f) In Landlord's business judgment: (iv) the proposed Transfer documents. In all events, the existing “Tenant” will not be released from liability hereunder and will remain primarily, jointly and severally liable with the Transferee must have a business reputation and financial strength equal to or better than for the average of all tenants occupying space at the Park at the time performance of the proposed transferobligations of Tenant hereunder, and (ii) unless the proposed existing “Tenant” is expressly released from the obligations in a written instrument executed by Owner. A transfer shall not create an undesirable mix of tenants at the Park. (g) At least fifty percent (50%) stock or change of the rentable area control of the Building and the Park is leased to paying tenants. (h) The Transfer Tenant will not otherwise have or cause be considered a material adverse impact on Landlord's interests in the Park, the Building or the PremisesTransfer. 11.1 except as specifically set forth in a notice from Landlord to Tenant.

Assignment or Sublease. The Tenant shall not voluntarilyeffect a Transfer, involuntarily or by operation including the assignment of law, assign, sell, pledge, transfer, mortgage or encumber this Lease or any interest therein, or sublet the subletting of the whole or any part of the Premises Premises, unless: (any i) it shall have received or procured a bona fide written offer therefore which is not inconsistent with, and the acceptance of which events would not breach, any provisions of the Lease and which the Tenant has determined to accept subject to the provisions of the Lease being complied with, and (ii) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for such consent shall be in writing and accompanied by a "true copy of such offer, and the Tenant shall furnish to the Landlord all information available to the Tenant or any additional information requested by the Landlord acting reasonably, as to the responsibility, reputation, financial standing and business of the proposed Transferee and the Tenant. The Tenant will not effect a Transfer and any such assignee, purchaser, mortgagee, pledgee or other transferee being a "Transferee" for purposes without the prior written consent of this Section XI) without first obtaining Landlord's written consentthe Landlord in each instance, which consent shall not be unreasonably withheld if all of the following conditions precedent are fully and completely satisfiedwithheld. In considering whether to grant such consent, but which otherwise due regard may be withheld given by the Landlord in its sole discretionto all matters of concern to the Landlord, including, without restriction, the following, namely: (a) The proposed Transferee is at least as creditworthy as Tenant when Tenant entered into this Leasewhether any covenants, and satisfies Landlord's then current credit standards for tenants restrictions or commitments given by the Landlord to any other tenant(s) or occupant(s) of the Building and or to any Mortgagee or to any other person, firm or corporation prevent or inhibit the Park, and has Landlord from giving its consent to the financial strength and stability to perform all obligations under this Lease to be performed by Tenant as and when they fall due.contemplated Transfer; (b) The proposed whether the contemplated Transfer is to be made to a Transferee will use who is not of good reputation and good capabilities as determined by the Premises for Landlord and having a purpose which history of successful business operation, in Landlord's opinion (i) is lawfuleach case, (ii) is consistent with the permitted use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants in similar office buildings, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant in the Building and the Park, (v) will not increase the likelihood of damage or destruction, (vi) will not increase the rate of wear and tear to the Premises or common areas, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the Building (unless the proposed Transferee agrees to pay such additional cost), and (viii) will not require new tenant improvements incompatible with then existing Building systems and components.Tenant’s business; (c) Tenant pays whether the contemplated Transfer is to Landlord all of be made to a Transferee who is not in a position to satisfactorily finance its business (including that to be operated in the Premises) as determined by the Landlord's attorneys' fees and costs incurred in connection with negotiation, review and processing of the Transfer, plus a processing fee of $1,000.; and (d) whether the Landlord is paid any increase has or will have during the next ensuing 6 months suitable space for rent in the Security Deposit required Building by the contemplated Transferee. If the Tenant engages a 3rd party to procure a Transferee, the Tenant shall provide prior written notice to the Landlord and permitted by law. (e) At specifying the time reason why it wishes to make a Transfer the name of the proposed 3rd party, the terms upon which it is offering for the Transfer and such other information as the Landlord may subsequently request. The consent by the Landlord to any Transfer, if granted, shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. This prohibition against a Transfer shall be construed so as to include a prohibition against any Transfer by operation of law and no Transfer shall take place by reason of a failure by the Landlord to reply to a request by the Tenant for consent to a Transfer. If there is not in default under or in breach a permitted Transfer of this Lease, the Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to this Lease, but no acceptance by the Landlord of any termpayments by a Transferee shall be deemed to be a waiver of this covenant nor shall the acceptance of the Transferee as tenant operate as a release of the Tenant from the further performance by the Tenant of the covenants or obligations on the part of the Tenant herein contained. The Landlord shall be entitled to charge a servicing fee in advance to process each request for approval, provision which fee shall be payable to the Landlord in advance. Any document or covenant consent evidencing such Transfer of this Lease if permitted or consented to by the Landlord shall be prepared by the Landlord or its solicitors and all legal costs with respect thereto shall be paid by the Tenant to the Landlord forthwith upon demand. Any consent by the Landlord shall be subject to the Tenant causing any such Transferee to promptly execute an agreement (prepared by the Landlord, at the Tenant’s expense) directly with the Landlord agreeing to be bound by all of the terms, covenants and conditions contained in this Lease as if such Transferee had originally executed this Lease as Tenant. Notwithstanding any such Transfer permitted or consented to by the Landlord, the Tenant shall be jointly and severally liable with the Transferee on this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. (f) In Landlord's business judgment: (i) the proposed Transferee must have a business reputation and financial strength equal to or better than the average of all tenants occupying space at the Park at the time of the proposed transfer, and (ii) the proposed transfer shall not create an undesirable mix of tenants at the Park. (g) At least fifty percent (50%) of the rentable area of the Building and the Park is leased to paying tenants. (h) The Transfer will not otherwise have or cause a material adverse impact on Landlord's interests in the Park, the Building or the Premises. 11.1 except as specifically set forth in a notice from Landlord to Tenant.

Assignment or Sublease. (a) Tenant shall not voluntarily, involuntarily voluntarily or by operation of law, law assign, sell, pledge, transfer, mortgage transfer or encumber (collectively "Assign") or sublet all or any part of Tenant's interest in this Lease or in the Leased Premises without Landlord's prior written consent given under and subject to the terms of this Section 5.06. Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant agree as follows, Tenant may assign this Lease or sublet the Leased Premises, or any portion thereof, without Landlord's consent: (i) to any entity which controls, is controlled by, or is under common control with Tenant; (ii) to any entity which results from a merger of, reorganization of, or consolidation with Tenant; or (iii) to any entity which acquires substantially all of the stock or assets of Tenant, as a going concern, with respect to the business that is being conducted in the Leased Premises (hereinafter each a "Permitted Transfer"). In addition, a sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for the benefit of Tenant, or (2) Tenant is or becomes a publicly traded corporation. Landlord shall have no right to terminate the Lease in connection with, and shall have no right to any sums or other economic consideration resulting from any Permitted Transfer. (b) If Tenant desires to Assign this Lease or any interest therein, herein or sublet the whole Leased Premises or any part thereof, Tenant shall give Landlord written notice of such intent. Tenant's notice shall specify the date the proposed assignment or sublease would be effective and be accompanied by information pertinent to Landlord's determination as to the financial and operational responsibility and appropriateness of the Premises proposed assignee or subtenant, including, without limitation, its name, business and financial condition, financial details of the proposed transfer, the intended use (including any modification) of which events being a "Transfer the Leased Premises, and any such assignee, purchaser, mortgagee, pledgee or other transferee being a "Transferee" for purposes exact copies of this Section XI) without first obtaining Landlord's written consent, which shall not be unreasonably withheld if all of the following conditions precedent are fully and completely satisfied, but which otherwise may be withheld by Landlord in its sole discretion: (aproposed agreement(s) The proposed Transferee is at least as creditworthy as between Tenant when Tenant entered into this Lease, and satisfies Landlord's then current credit standards for tenants of the Building and the Park, and has the financial strength and stability to perform all obligations under this Lease to be performed by proposed assignee or subtenant. Tenant as and when they fall due. (b) The proposed Transferee will use the Premises for a purpose which in Landlord's opinion shall promptly provide Landlord with (i) is lawfulsuch other or additional information or documents reasonably requested (within ten (10) days after receiving Tenant's notice) by Landlord, and (ii) is consistent with the permitted use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants in similar office buildings, (iv) does not conflict with any exclusive rights or covenants not an opportunity to compete in favor of any other tenant or proposed tenant in the Building meet and the Park, (v) will not increase the likelihood of damage or destruction, (vi) will not increase the rate of wear and tear to the Premises or common areas, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the Building (unless interview the proposed Transferee agrees to pay such additional cost)assignee or subtenant, and (viii) will not require new tenant improvements incompatible with then existing Building systems and componentsif requested by Landlord. (c) Landlord shall have a period of twenty (20) days following such interview and receipt of such additional information (or thirty (30) days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to notify Tenant pays in writing that Landlord elects either (i) to Landlord all of Landlord's attorneys' fees and costs incurred in connection with negotiation, review and processing terminate this Lease as to the space so affected as of the Transfereffective date specified by Tenant, plus a processing fee in which event Tenant will be relieved of $1,000. all further obligations hereunder as to such space, or (dii) Landlord is paid any increase in the Security Deposit required by Landlord and permitted by law. (e) At the time to permit Tenant to Assign this Lease or sublet such space, subject, however, to prior written approval of the proposed Transferassignee or sublessee by Landlord, Tenant such consent not to be unreasonably withheld so long as the use of the Leased Premises by such proposed assignee or sublessee would be a Permitted Use, the proposed assignee or sublessee is of sound financial condition as determined by Landlord in its reasonable discretion, the proposed assignee or sublessee executes such reasonable assumption documentation as Landlord shall require, and the proposed assignee or sublessee is not (x) already a tenant in default under the Building or (y) a party with whom Landlord has been discussing the leasing of space in breach the Building. If Landlord fails to notify Tenant in writing of any termsuch election within said period, provision Landlord shall be deemed to have waived option (i) above, but written approval by Landlord of the proposed assignee or covenant sublessee shall still be required. Failure by Landlord to approve a proposed subtenant or assignee shall not cause a termination of this Lease. (fd) In the event Tenant shall request the consent of Landlord to any assignment or subletting hereunder, Tenant shall pay Landlord a processing fee of $250.00 and shall reimburse Landlord for Landlord's business judgment: reasonable attorneys' fees incurred in connection therewith. All such fees shall be deemed Additional Rent under this Lease. (e) Any rent or other consideration realized by Tenant under any such sublease or assignment in excess of (i) the proposed Transferee must have a business reputation Rent payable hereunder, (ii) any reasonable tenant improvement allowance or other economic concession (e.g., space planning allowance, moving expenses, free or reduced rent periods, etc.), (iii) any advertising costs and financial strength equal to brokerage commissions associated with such assignment or better than the average of all tenants occupying space at the Park at the time of the proposed transfersublease, and (iiiv) any reasonable legal fees associated with such assignment or sublease ("Profit"), shall be divided and paid as follows: forty percent (40%) to Tenant and sixty percent (60%) to Landlord; provided, however, that if Tenant is in default hereunder beyond any applicable cure period, Landlord shall be entitled to all such excess rent. (f) In any subletting undertaken by Tenant, Tenant shall diligently seek to obtain not less than fair market rent for the proposed transfer space to sublet. In any assignment of this Lease in whole or in part, Tenant shall seek to obtain from the assignee consideration reflecting a value of not create an undesirable mix of tenants at less than fair market rent for the Parkspace subject to such assignment. (g) At least fifty percent (50%) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Landlord may consent to subsequent assignments and sublettings of the rentable area of Lease or sublease or amendments or modifications thereto, without notifying Tenant or any other party liable on the Building Lease or sublease and the Park is leased to paying tenantswithout obtaining their consent. Such action shall not relieve Tenant or any such other party from liability under this Lease or a sublease. (h) The Transfer will not otherwise have No assignment or cause a material adverse impact on subletting by Tenant shall relieve Tenant of any obligation under this Lease. In the event of default by an assignee or subtenant of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Any assignment or subletting which conflicts with the provisions hereof shall be void and, at Landlord's interests option, shall constitute a default under this Lease. (i) Notwithstanding anything to the contrary contained within this Section 5.06, Landlord acknowledges that, although Tenant anticipates that its space needs will encompass the total of the Leased Premises at some point in the Parknear future, a portion of the Building or the Premises. 11.1 except as specifically set forth space which Tenant is currently accepting and leasing may be initially determined to be in excess of Tenant's current short term space planning needs. As a notice from result, should Tenant submit a request to Landlord for Landlord's consent to Tenant's sublease of a portion of the Leased Premises, which sublease term will expire within the first thirty (30) months of the Term and such sublease along with all other current subleases and assignments, in the aggregate, do not exceed 15,674 rentable square feet, such request shall not be subject to Landlord's right of recapture pursuant to Section 5.06(c) above.

Assignment or Sublease. Tenant shall not voluntarily, involuntarily or by operation of law, assign, sell, pledge, transfer, mortgage or encumber this Lease or any interest therein, or sublet the whole or any part of the Premises (any of which events being a "Transfer and any such assignee, purchaser, mortgagee, pledgee or other transferee being a "TransfereeTransfer" for purposes of this Section XI15) without first obtaining Landlord's written consent, which shall not be unreasonably withheld withheld, conditioned or delayed if all of the following conditions precedent are fully and completely satisfied, but which otherwise may be withheld by Landlord in its sole discretion: (a) The proposed Proposed Transferee is at least as creditworthy as Tenant when Tenant entered into this Lease, and satisfies Landlord's then current credit standards for tenants of the Building and the ParkBuilding, and in Landlord's opinion has the financial strength and stability to perform all obligations under this Lease to be performed by Tenant as and when they fall due. (b) The proposed Transferee will use the Premises for a purpose which in Landlord's opinion (i) is lawful, (ii) is consistent with the permitted use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants in similar of a comparable office buildingsbuilding, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant in the Building and the ParkBuilding, (v) will not increase the likelihood of damage or destruction, (vi) will not increase the rate of wear and tear to the Premises or common areas, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the Building (unless the proposed Transferee agrees to pay such additional cost), and (viii) will not require new tenant improvements incompatible with then existing Building systems and components. (c) Tenant pays to Landlord all of Landlord's reasonable attorneys' fees and costs incurred in connection with negotiation, review and processing of the Transfer, plus a processing fee of not to exceed Five Hundred Dollars ($1,000500.00) for each such request. (d) Landlord is paid any increase in the Security Deposit required by Landlord and permitted by law. (e) At the time of the proposed Transfer, Tenant is not in default under or in breach of any term, term provision or covenant of this Lease. (f) In Landlord's business judgment: (i) the proposed Transferee must have a business reputation and financial strength equal to or better than the average of all tenants occupying space at the Park at the time of the proposed transfer, and (ii) the proposed transfer shall not create an undesirable mix of tenants at the Park. (g) At least fifty percent (50%) of the rentable area of the Building and the Park is leased to paying tenants. (h) The Transfer will not otherwise have or cause a material adverse impact on Landlord's interests interest in the Park, the Building or the Premises. 11.1 except . Tenant shall have the burden of demonstrating that each of the foregoing conditions is satisfied. No Transfer shall relieve Tenant of any liability under this Lease. Consent to any Transfer shall not operate as specifically set forth in a notice from Landlord waiver of the necessity of a consent to any subsequent Transfer, and the terms of such consent shall be binding upon any Person holding by, under or through Tenant.

Assignment or Sublease. Tenant shall not voluntarily, involuntarily or by operation of law, assign, sell, pledge, transfer, mortgage or encumber In the event Lessee should desire to assign this Lease or any interest therein, or sublet the whole Premises or any part thereof (including a mortgage of Lessee's interest herein), Lessee shall give Lessor written notice of such desire (and the proposed effective date thereof), together with sufficient information to allow Lessor to approve the proposed assignee or sublessee based upon the criteria set forth below, at least sixty (60) days in advance of the Premises date on which Lessee desires to make such assignment or sublease. Lessor shall then have a period of thirty (any 30) days following receipt of such notice and information within which events being a "Transfer to notify Lessee in writing that Lessor elects either (ii) to permit Lessee to assign this Lease or sublet such space, or (iii) to refuse to consent to Lessee's assignment or subleasing of such space and any such assigneeto continue this Lease in full force and effect as to the entire Premises. Options (i) and (ii) may be exercised by Lessor as determined by Lessor in its sole and unreviewable discretion. Regarding option (iii), purchaser, mortgagee, pledgee Lessor's approval of the proposed assignee or other transferee being a "Transferee" for purposes of this Section XI) without first obtaining Landlord's written consent, which sublessee shall not be unreasonably withheld if all of the following conditions precedent are fully and completely satisfied, but which otherwise may be withheld by Landlord in its sole discretionif: (a) The the proposed Transferee assignee or sublessee is at least as creditworthy as Tenant when Tenant entered into this Lease, and satisfies Landlord's engaged in a business which is in keeping with the then current credit standards for tenants of the Building and the Park, and has the financial strength and stability to perform all obligations under this Lease to be performed by Tenant as and when they fall due.Building; (b) The proposed Transferee will use the Premises for a purpose which in Landlord's opinion (i) is lawful, (ii) is consistent with the permitted use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants in similar office buildings, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant in the Building and the Park, (v) will not increase the likelihood of damage or destruction, (vi) will not increase the rate of wear and tear to the Premises or common areas, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the Building (unless the proposed Transferee agrees to pay such additional cost), assignee or sublessee is a respectable party of substantial financial worth and (viii) will not require new tenant improvements incompatible Lessee shall have provided Lessor with then existing Building systems and components.proof thereof; (c) Tenant pays to Landlord all of Landlord's attorneys' fees and costs incurred in connection with negotiation, review and processing of the Transfer, plus a processing fee of $1,000.Lessee shall remain primarily liable under this Lease; (d) Landlord is paid any increase in the Security Deposit required occupancy by Landlord and permitted by law.the proposed assignee or sublessee will not create unreasonable elevator loads or otherwise interfere with standard building operations; and (e) At Lessee enters into a written agreement with Lessor whereby it is agreed that any profit realized by Lessee as a result of said sublease or assignment (that is, after deducting all of Lessee's costs associated therewith, including reasonable brokerage fees and the time reasonable cost of remodeling or otherwise improving the Premises for said assignee or sublessee) shall be payable to Lessor as it accrues as additional rent hereunder. If Lessor, consistent with the foregoing, does not approve the proposed Transfer, Tenant is assignee or sublessee and does not in default under or in breach of any term, provision or covenant of terminate this Lease. (f) In Landlord's business judgment: (i) , then the proposed Transferee must assignment or sublease will be void. If Lessor should fail to notify Lessee in writing of its election to terminate the Lease or to approve or disapprove the proposed assignee or sublessee within said thirty (30) day period, Lessor shall be deemed to have elected option (iii) above. If Lessee is a business reputation corporation and financial strength equal to or better than if the average parties that own a majority of all tenants occupying space at the Park its voting shares at the time of the proposed transferexecution of this Lease cease for any reason, and including merger, consolidation or other reorganization involving another corporation, to own a majority of such shares (ii) except as the proposed transfer shall not create an undesirable mix result of tenants at transfers by gift, bequest or inheritance to or for the Park. (g) At least fifty percent (50%) benefit of members of the rentable area immediate family of the Building and majority shareholder or shareholders), such transaction shall constitute an assignment subject to the Park is leased to paying tenants. (h) The Transfer will not otherwise have or cause a material adverse impact on Landlord's interests provisions hereof. Stock ownership shall be determined in accordance with the Park, the Building or the Premises. 11.1 except as specifically principles set forth in Section 544 of the Internal Revenue Code of 1954, as the same existed on August 16, 1954, and the term "voting stock" shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation. Similarly, if Lessee is a notice from Landlord partnership, any transfer (or conversion to Tenantlimited partnership interests) of any general partnership interests in Lessee shall constitute an assignment subject to the provisions hereof. No assignment or subletting by Lessee shall relieve Lessee of any obligation under this Lease. Any attempted assignment or sublease by Lessee in violation of the terms and covenants of this Paragraph 6 shall be void. IN THE EVENT THAT LESSEE ENTERS INTO A SUBLEASE AGREEMENT WITH ▇▇▇▇▇▇▇ PROMOTIONAL PRODUCTS, INC. ("SUBLESSEE") WITHIN NINETY (90) DAYS FROM THE FULL EXECUTION OF THIS LEASE AGREEMENT BETWEEN LESSOR AND LESSEE, THEN LESSOR GRANTS LESSEE PERMISSION TO SUBLEASE SUITE 900 (CONSISTING OF APPROXIMATELY 7,986 RENTABLE SQUARE FEET) TO SUBLESSEE FOR A PERIOD OF FIVE (5) YEARS AT AN ANNUAL BASE RENTAL RATE OF $13.50 WITH NO LEASEHOLD IMPROVEMENT ALLOWANCE. HOWEVER, LESSEE AND SUBLESSEE AGREE THAT ALL FINAL PLANS AND SPECIFICATIONS FOR ANY AND ALL LEASEHOLD IMPROVEMENTS SHALL HAVE LESSOR'S PRIOR WRITTEN APPROVAL AND THAT ALL RELATED CONSTRUCTION SHALL BE COORDINATED THROUGH THE BUILDING MANAGEMENT OFFICE PRIOR TO THE COMMENCEMENT OF ALL CONSTRUCTION OF LEASEHOLD IMPROVEMENTS.