Common use of Lessor's Consent Required Clause in Contracts

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent given under and subject to the terms of Paragraph 36. (b) A change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis of fifty percent (50%) or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) N/A (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1, or a non-curable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to assignment or subletting as a non-curable Breach, Lessor shall have the right to either (i) terminate this Lease, or (ii) upon thirty (30) days' written notice ("LESSOR'S NOTICE"), increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the price previously in effect, (ii) any index-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Notice. (e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assignassign or assignment") or sublet all or any part of LesseeL▇▇▇▇▇'s interest in this Lease or in the Premises without LessorL▇▇▇▇▇'s prior written consent given under and subject to the terms of Paragraph 36consent. (b) A Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis basis, of fifty percent (50%) % or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) N/A (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at LessorL▇▇▇▇▇'s option, be a Default curable after notice per Paragraph 13.113.1(d), or a non-curable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to unapproved assignment or subletting as a non-curable Breach, Lessor shall have the right to either may either: (i) terminate this Lease, or (ii) upon thirty (30) days' 30 days written notice ("LESSOR'S NOTICE")notice, increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) % of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereofeffect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) % of the price previously in effecteffect, and (ii) any index-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, all fixed and (iii) any fixed non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in to 110% of the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticescheduled adjusted rent. (ed) LesseeL▇▇▇▇▇'s remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (e) Lessor may reasonably withhold consent to a proposed assignment or subletting if L▇▇▇▇▇ is in Default at the time consent is requested. (f) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting. (g) Lessee shall have the right to assign/sublet without Lessor's consent to (a) an affiliate, (b) to an entity surviving Lessee by merger or other consolidation, or (c) an entity that acquires all or substantially all of the business or assets of Lessee.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent given under and subject to the terms of Paragraph 36. (b) A change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis of fifty percent (50%) or more of the voting control of Lessee shall constitute a change in control for this purpose.Omitted (c) N/AOmitted (d) An A permitted assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1, or a non-curable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to assignment or subletting as a non-curable Breach, Lessor shall have the right to either either: (i) terminate this Lease, or (ii) upon thirty (30) days' written notice ("LESSOR'S NOTICELessor's Notice"), increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an any overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or of obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the price previously in effect, (ii) any index-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Notice. (e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.

Lessor's Consent Required. (a) 13.1.1 Other than with respect to the successor of substantially the entire business to which this Agreement relates, including, but not limited to, a reverse merger, Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign"“assign or assignment”) or sublet all or any part of Lessee's ’s interest in this Lease or in the Premises without Lessor's ’s prior written consent, which consent given under and subject shall not be unreasonably withheld. Reasonable withholding of consent would generally be limited to the terms a change in ownership or structure of Paragraph 36Lessee’s business that puts future lease payments or compliance with other lease obligations at increased risk. (b) A 13.1.2 Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis basis, of fifty percent (50%) 25% or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) N/A (d) 13.1.3 An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's ’s option, be a Default curable after notice per Paragraph 13.1Section 14.4, or a non-curable noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to unapproved assignment or subletting as a non-curable noncurable Breach, Lessor shall have the right to either may either: (i) terminate this Lease, or (ii) upon thirty (30) days' 30 days written notice ("LESSOR'S NOTICE")notice, increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) % of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) % of the price previously in effect, and (ii) any indexall fixed and non-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in to 110% of the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticescheduled adjusted rent. (e) 13.1.4 Lessee's ’s remedy for any breach of this Paragraph 12.1 Section 13.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. 13.1.5 Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested. 13.1.6 Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e., 20 square feet or less, to be used by a third-party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent given under and subject to the terms of Paragraph 3636 which consent shall not be unreasonably withheld. (b) A change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis of fifty percent (50%) or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) N/A (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's option, shall be a Default curable after notice per Paragraph 13.1, or a non13. 1. MULTI-curable Breach without the necessity of any notice and grace period. TENANT - - MODIFIED NET 13 If Lessor elects to treat such unconsented to assignment or subletting as a non-curable BreachDefault and Lessee fails to cure the Default within the period specified in Paragraph 13.1, Lessor shall have the right to either either: (i) terminate this Lease, or (ii) upon thirty (30) days' written notice ("LESSOR'S NOTICE"), increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an any overpayment credited against the next installment(sinstallments) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the price previously in effect, (ii) any index-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Notice. (e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign"“assign or assignment”) or sublet all or any part of Lessee's ’s interest in this Lease or in the Premises without Lessor's ’s prior written consent given under and subject or to the terms of Paragraph 36a tenant whose use is more intensive than original tenant. (b) A Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis basis, of fifty percent (50%) 25% or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) N/A (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's ’s option, be a Default curable after notice per Paragraph 13.113.1(c), or a non-curable noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to unapproved assignment or subletting as a non-curable noncurable Breach, Lessor shall have the right to either may either: (i) terminate this Lease, or (ii) upon thirty (30) days' 30 days written notice ("LESSOR'S NOTICE")notice, increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) % of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) % of the price previously in effect, and (ii) any indexall fixed and non-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in to 110% of the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Notice.scheduled adjusted rent. INITIALS INITIALS (ed) Lessee's ’s remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested. (e) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assignASSIGNMENT") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent given under and subject to the terms of Paragraph 36. (b) A change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis basis, of fifty twenty-five percent (5025%) or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) N/AThe involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, (d) An assignment or subletting of Lessee's Lessees interest in this Lease without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after after, notice per Paragraph 13.113.1 (c), or a non-curable noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to assignment or subletting as a non-curable noncurable Breach, Lessor shall have the right to either either: (i) terminate this Lease, or (ii) upon thirty (30) days' days written notice ("LESSOR'S NOTICELessor's Notice"), increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) of the Base Rent then in effect, whichever is greater. Pending determination of the new fair market rental value, if disputed by Lessee, . Lessee shall pay the amount set forth in Lessor's Notice, with an any overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental market value adjustment, (i) the purchase price of any option to purchase the Premises held hold by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) ), or one hundred ten percent (110%) of the price previously in effect, whichever is greater, (ii) any index-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in the same ratio as the new now market rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticemarket value adjustment. (e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or and injunctive relief.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent given under and subject to the terms of Paragraph 36. (b) A change in the stock ownership, ownership of the assets or the control of Lessee shall constitute not be deemed an assignment requiring Lessorhereunder. Lessor acknowledges that Lessee's consent. The transfer, on a cumulative basis of fifty percent (50%) or more of the voting control of Lessee shall constitute a change in control for this purposestock is publicly traded. (c) N/AThis Paragraph Intentionally Left Blank. (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1, or a non-curable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to assignment or subletting as a non-curable Breach, Lessor shall have the right to either ether: (i) terminate this Lease, or (ii) upon thirty (30) days' days written notice ("LESSOR'S S NOTICE"), increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an any overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the price previously in effect, (ii) any index-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Notice. (e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (f) Lessor shall be entitled to assign or sublet all or any part of the Premises to an affiliated corporation or other entity without the consent of Lessor or the payment of any charge or fee. An "affiliated corporation or other entity" shall be defined as an entity which is at least a 25% owner of, 25% owned by, or in 25% common ownership with Lessee.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assignassign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent given under and subject to the terms of Paragraph 36consent. (b) A change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis basis, of fifty percent (50%) or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) N/A (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.113.1(c), or but such default must be cured within five (5) days of notice from Lessor, notwithstanding any other notice and cure periods specified in the Lease. If it is not cured within such five (5) day notice period, it will be, at Lessors option, a non-curable noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to unapproved assignment or subletting as a non-curable noncurable Breach, Lessor shall have the right to either may either: (i) terminate this Lease, or (ii) upon thirty (30) days' days written notice ("LESSOR'S NOTICE")notice, increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the price previously in effect, and (ii) any indexall fixed and non-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in to One Hundred Ten Percent (110%) of the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticescheduled adjusted rent. (ed) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assignassignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent given under and subject to the terms of Paragraph 36. (b) A change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transferSee Addendum, on a cumulative basis of fifty percent (50%) or more of the voting control of Lessee shall constitute a change in control for this purposeS)16. (c) N/ASee Addendum, (S)16. (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1, or a non-curable Breach without the necessity of any notice and grace period13.1(c). If Lessor elects to treat such unconsented to assignment or subletting as a non-curable Breach, Lessor shall have the right to either (i) terminate this Lease, or (ii) upon thirty (30) days' days written notice ("LESSOR'S NOTICELessor's Notice"), increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) of the Base Rent then in effect, whichever is greater. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an any overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental market value adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the price previously in effect, (ii) any index-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be is determined with reference to the index applicable to the time of such adjustment, and (iiiii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in the same ratio as the new market rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticemarket value adjustment. (e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.

Lessor's Consent Required. (aA) Lessee shall not voluntarily or by operation of law assign, sublet, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent given under and subject to the terms of Paragraph 36. (b) A consent. Any such assignment, sublet, transfer, mortgage, encumbrance or change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis of fifty percent (50%) or more of the voting control of Lessee shall constitute a change in control for this purposeis hereafter collectively referred to as "ASSIGNMENT OR SUBLETTING." (c) N/A (dB) An assignment Assignment or subletting of Lessee's interest in this Lease Subletting without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.113.1(c), or a non-curable noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to assignment unapproved Assignment or subletting Subletting as a non-curable noncurable Breach, Lessor shall have the right to may either (i) terminate this Lease, or (ii) upon thirty (30) days' days written notice ("LESSOR'S NOTICE")notice, increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed current monthly base rent being paid by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental adjustment, adjustment (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the price previously in effect, effect and (ii) any indexall fixed and non-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in to One Hundred Ten Percent (110%) of the same ratio as the current market rent for new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticeleases. (eC) Lessor and Lessee hereby acknowledge that Lessor's disapproval of any proposed Assignment or Subletting pursuant to Paragraph 12 shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (I) The proposed Assignment or Subletting would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (II) The net effective rent payable by the Assignee or Sublessee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Lessor for new leases in the Building for comparable size space for a comparable period of time, provided there is then currently available rental space in the Building; (III) The proposed Assignee or Sublessee is an existing tenant of the Project or is negotiating with Lessor (or has negotiated with Lessor in the last six (6) months) for space in the Project, provided there is then currently available rentable space in the Building of comparable size for a comparable period of time; (IV) The proposed Assignee or Sublessee is a governmental entity; (V) The portion of the Premises to be assigned or sublet is irregular in shape with inadequate means of ingress and egress; (VI) The use of the Premises by the Assignee or Sublessee; (AA) Is not permitted by the use provisions hereof; or (BB) Violates any exclusive use granted by Lessee to another tenant in the Building; (VII) The Assignment or Subletting would likely result in a significant increase in the use of the parking areas or Common Areas by the Assignee's or Subtenant's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Lessor to the Premises; (VIII) The Assignee or Sublessee does not have the financial capacity to fulfill the obligations imposed by the Assignment or Subletting; (IX) The Assignee or Sublessee is not in Lessee's remedy for any reasonable opinion of reputable or good character; or (X) Lessee is in default or breach of under this Lease as defined in Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief13.1.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assignassign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent given under and subject to the terms of Paragraph 36consent, which shall not be unreasonably withheld or delayed. (b) A change in the control No merger, conversion, or consolidation of Lessee into or with another entity, nor any sale, issuance, or transfer of stock of Lessee shall constitute an assignment be considered a prohibited or regulated assignment, sublet, or other transfer requiring Lessor's consent. The transfer, on a cumulative basis of fifty percent (50%) or more consent of the voting control Lessor, so long as the [Initialed] same is not done as a means of Lessee shall constitute accomplishing a change in control for this purposetransfer of the Lease otherwise prohibited hereunder. (c) N/A (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's optionopinion, be a Default curable after notice per Paragraph 13.113.1(c), or a non-curable noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to unapproved assignment or subletting as a non-curable noncurable Breach, Lessor shall have the right to either may either: (i) terminate this Lease, or (ii) upon thirty (30) days' days written notice ("LESSOR'S NOTICE")notice, increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the price previously in effect, and (ii) any indexall fixed and non-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in to One Hundred Ten Percent (110%) of the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticescheduled adjusted rent. (ed) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, sublet, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Lessee's =s interest in this Lease or in the Premises without Lessor's =s prior written consent given under and subject to the terms of Paragraph 36. (b) consent. A change in the control of Lessee whether by way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise, shall constitute an assignment requiring require Lessor's =s prior written consent. The Any such assignment, sublet, transfer, on a cumulative basis of fifty percent (50%) mortgage, encumbrance or more of the voting change in control of Lessee shall constitute a change in control for this purpose.is hereafter collectively referred to as AAssignment or Subletting.@ (c) N/A (db) An assignment Assignment or subletting of Lessee's interest in this Lease Subletting without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.113.1(c), or a non-curable noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to assignment unapproved Assignment or subletting Subletting as a non-curable noncurable Breach, Lessor shall have the right to may either (i) terminate this Lease, or (ii) upon thirty (30) days' days written notice ("LESSOR'S NOTICE")notice, increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) of the Base Rent then in effect. Pending determination of the current market rent for new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereofleases. Further, in the event of such Breach and rental adjustment, adjustment (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the price previously in effect, effect and (ii) any indexall fixed and non-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in to One Hundred Ten Percent (110%) of the same ratio as the current market rent for new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticeleases. (ec) Lessor and Lessee hereby acknowledge that Lessor's disapproval of any proposed Assignment or Subletting pursuant to Paragraph 12 shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) The proposed Assignment or Subletting would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (ii) The net effective rent payable by the Assignee or Sublessee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Lessor for new leases in the Building for comparable size space for a comparable period of time; (iii) The proposed Assignee or Sublessee is an existing tenant of the Project or is negotiating with Lessor (or has negotiated with Lessor in the last six (6) months) for space in the Project; (iv) The proposed Assignee or Sublessee is a governmental entity; (v) The portion of the Premises to be assigned or sublet is irregular in shape with inadequate means of ingress and egress; (vi) The use of the Premises by the Assignee or Sublessee; (aa) Is not permitted by the use provisions hereof; or (bb) Violates any exclusive use granted by Lessee to another tenant in the Building; (vii) The Assignment or Subletting would likely result in a significant increase in the use of the parking areas or Common Areas by the Assignee's or Subtenant=s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Lessor to the Premises; (viii) The Assignee or Sublessee does not have the financial capacity to fulfill the obligations imposed by the Assignment or Subletting; (ix) The Assignee or Sublessee is not in Lessee's remedy for any reasonable opinion of reputable or good character or consistent with Lessee's desired tenant mix; or (x) Lessee is in default or breach of under this Lease as defined in Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief13.1.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assignassign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior reasonable written consent given under and subject to the terms of Paragraph 36consent. (b) A change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis of fifty percent (50%) or more of the voting control of Lessee shall constitute a change in control for this purpose.crossed out (c) N/Acrossed out (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.113.1(c), or a non-curable noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to unapproved assignment or subletting as a non-curable noncurable Breach, Lessor shall have the right to either may either: (i) terminate this Lease, or (ii) upon thirty (30) days' 30 days written notice ("LESSOR'S NOTICE")notice, increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) % of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) % of the price previously in effect, and (ii) any indexall fixed and non-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in to 110% of the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticescheduled adjusted rent. (e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested. (g) Notwithstanding the foregoing, allowing a diminimus portion of the Premises, ie. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign"“assign or assignment”) or sublet all or any part of Lessee's ’s interest in this Lease or in the Premises without Lessor's ’s prior written consent given under and subject to the terms of Paragraph 36consent. . . (b) A change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis of fifty percent (50%) or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) N/A (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.113.1(c), or a non-curable noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to unapproved assignment or subletting as a non-curable noncurable Breach, Lessor shall have the right to either may either: (i) terminate this Lease, or (ii) upon thirty (30) days' 30 days written notice ("LESSOR'S NOTICE")notice, increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) % of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) % of the price previously in effect, and (ii) any indexall fixed and non-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in to 110% of the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticescheduled adjusted rent. (ec) Lessee's ’s remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (d) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested. (e) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, sublet, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Lessee's =s interest in this Lease or in the Premises without Lessor's =s prior written consent given under and subject to the terms of Paragraph 36. (b) consent. A change in the control of Lessee whether by way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise, shall constitute an assignment requiring require Lessor's =s prior written consent. The Any such assignment, sublet, transfer, on a cumulative basis of fifty percent (50%) mortgage, encumbrance or more of the voting change in control of Lessee shall constitute a change in control for this purpose.is hereafter collectively referred to as AAssignment or Subletting.@ (c) N/A (db) An assignment Assignment or subletting of Lessee's interest in this Lease Subletting without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.113.1(c), or a non-curable noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to assignment unapproved Assignment or subletting Subletting as a non-curable noncurable Breach, Lessor shall have the right to may either (i) terminate this Lease, or (ii) upon thirty (30) days' days written notice ("LESSOR'S NOTICE")notice, increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) of the Base Rent then in effect. Pending determination of the current market rent for new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereofleases. Further, in the event of such Breach and rental adjustment, adjustment (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the price previously in effect, effect and (ii) any indexall fixed and non-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in to One Hundred Ten Percent (110%) of the same ratio as the current market rent for new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticeleases. (ec) LesseeLessor and Lessee hereby acknowledge that Lessor's remedy for disapproval of any breach proposed Assignment or Subletting pursuant to Paragraph 12 shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of this Paragraph 12.1 the following factors: (i) The proposed Assignment or Subletting would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (ii) The net effective rent payable by the Assignee or Sublessee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Lessor shall for new leases in the Building for comparable size space for a comparable period of time; (iii) The proposed Assignee or Sublessee is an existing tenant of the Project or is negotiating with Lessor (or has negotiated with Lessor in the last six (6) months) for space in the Project; (iv) The proposed Assignee or Sublessee is a governmental entity; (v) The portion of the Premises to be limited to compensatory damages and/or injunctive relief.assigned or sublet is irregular in shape with inadequate means of ingress and egress; (vi) The use of the Premises by the Assignee or Sublessee;

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assignassign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent given under and subject to the terms of Paragraph 36consent. (b) A change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis basis, of fifty percent (50%) % or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) N/A (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.113.1(c), or but such default must be cured within five (5) days of notice from Lessor, notwithstanding any other notice and cure periods specified in the Lease. If it is not cured within such five (5) days notice period, it will be, at Lessor's option, a non-curable noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to unapproved assignment or subletting as a non-curable noncurable Breach, Lessor shall have the right to either may either: (i) terminate this Lease, or (ii) upon thirty (30) days' 30 days written notice ("LESSOR'S NOTICE")notice, increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) % of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental adjustment, (i1) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) % of the price previously in effect, and (ii) any indexall fixed and non-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in to 110% of the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticescheduled adjusted rent. (ed) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "“assign"” or “assignment”) or sublet all or any part of Lessee's ’s interest in this Lease or in the Premises; provided, however, Lessee may assign this Lease or sublet all or a portion of the Premises to a person or entity with financial capacity not materially lower than that of Lessee or the Guarantor subject to the consent of Lessor’, which consent shall not be unreasonably withheld. Lessee represents that it intends to assign the Premises and this Lease to Lumenis Inc. Lessor hereby consents to the assignment of this Lease by Lessee to Lumenis Inc., a Massachusetts corporation, without Lessor's prior written consent given under release of Lessor and with appropriate assumption hereof by Lumenis Inc., all subject to the terms of Paragraph 36and conditions set forth in this Lease. (b) A change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis of fifty percent (50%) or more of the voting control of Lessee shall constitute a change in control for this purpose.[Intentionally deleted] (c) N/A[Intentionally deleted] (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's ’s option, be a Default curable after notice per Paragraph 13.113.1(c), or a non-curable noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to unapproved assignment or subletting as a non-curable noncurable Breach, Lessor shall have the right to either may either: (i) terminate this Lease, or (ii) upon thirty (30) days' 30 days written notice ("LESSOR'S NOTICE")notice, increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) % of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) % of the price previously in effect, and (ii) any indexall fixed and non-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in to 110% of the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticescheduled adjusted rent. (e) Lessee's ’s remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested. (g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. a total of 60 square feet or less, to be used by a third party vendor in connection solely with the installation of vending machines or payphones shall not constitute a subletting. Notwithstanding the above, (1) neither a public offering of stock of the Lessee pursuant to an effective offering statement filed with the Securities and Exchange Commission nor a sale of the stock of of the Lessee in connection with any other bona fide financing transaction shall be deemed an assignment of this Lease and not prohibited hereunder, and (2) (a) an assignment of this Lease or a sublease of the Premises hereunder to Lumenis, Inc., or an affiliate controlled by or under common control with Lessee is permitted without further request or consent hereunder, provided that any such assignment or sublease shall be on the exact terms and provisions as herein set forth and provided that no release of Lessee is effectuated thereby. No fee or charge shall be applicable to such agreed and consented assignment or sublease.

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign"'assign or assignment') or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent given under and subject to the terms of Paragraph 36consent. (b) A Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis basis, of fifty percent (50%) 25% or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) N/AThe involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, shall be considered an assignment of this Lease to which Lessor may withhold its consent. (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shallshall be null and void and, at Lessor's option, be a Default curable after notice per Paragraph 13.113.1(c), or a non-curable noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to unapproved assignment or subletting as a non-curable noncurable Breach, Lessor shall have the right to either may either: (i) terminate this Lease, or (ii) upon thirty (30) days' 30 days written notice ("LESSOR'S NOTICE")notice, increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) % of the Base Rent then in effect. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) % of the price previously in effect, and (ii) any index-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, all fixed and (iii) any fixed nonfixed rental adjustments scheduled during the remainder of the Lease term shall be increased in to 110% of the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticescheduled adjusted rent. (e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (f) Without limitation, it is agreed that Lessor may reasonably withhold consent to a proposed assignment or subletting if (i) Lessee is in Default or Breach of this Lease at the time consent is requested; (ii) the proposed assignee or sublessee may, in Lessor’s reasonable determination, use the Premises for (a) a use which does not comply with the conditions and restrictions set forth in this Lease, or

Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, sublet, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Lessee's ’s interest in this Lease or in the Premises without Lessor's ’s prior written consent given under and subject to the terms of Paragraph 36. (b) consent. A change in the control of Lessee whether byway of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise, shall constitute an assignment requiring require Lessor's ’s prior written consent. The Any such assignment, sublet, transfer, on a cumulative basis of fifty percent (50%) mortgage, encumbrance or more of the voting change in control of Lessee shall constitute a change in control for this purposeis hereafter collectively referred to as “Assignment or Subletting”. (c) N/A (db) An assignment Assignment or subletting of Lessee's interest in this Lease Subletting without Lessor's specific prior written consent shall, at Lessor's ’s option, be a Default curable after notice per Paragraph 13.113.1(c), or a non-curable noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to assignment unapproved Assignment or subletting Subletting as a non-curable noncurable Breach, Lessor shall have the right to may either (i) terminate this Lease, or (ii) upon thirty (30) days' days written notice ("LESSOR'S NOTICE")notice, increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Lessor, or one hundred ten percent (110%) of the Base Rent then in effect. Pending determination of the current market rent for new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with an overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereofleases. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value as reasonably determined by Lessor (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, all fixed and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the price previously in effect, (ii) any indexnon-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in to One Hundred Ten Percent (110%) of the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Lessor's Noticeestimated future market rent(s). (ec) Lessee's remedy for Lessor and Lessee hereby acknowledge that Lessor’s disapproval of any breach proposed Assignment or Subletting pursuant to Paragraph 12 shall be deemed reasonably withheld if based upon any reasonable factor, specifically, without limitation, any or all of this Paragraph 12.1 the following factors: (i) The proposed Assignment or Subletting would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (ii) The net effective rent payable by the Assignee or Sublessee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Lessor shall for new leases in the Building for comparable size space for a comparable period of time; (iii) The proposed Assignee or Sublessee is an existing tenant of the Project or is negotiating with Lessor (or has negotiated with Lessor in the last six (6) months) for space in the Project; (iv) The proposed Assignee or Sublessee is a governmental entity; (v) The portion of the Premises to be limited to compensatory damages and/or injunctive relief.assigned or sublet is irregular in shape with inadequate means of ingress and egress; (vi) The use of the Premises by the Assignee or Sublessee;