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NEGOTIATING KEY LEASE PROVISIONS A Landlord's Point of View - page 44 / 60

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FORM 18

ASSIGNMENT AND SUBLETTING (LANDLORD ORIENTED)

Tenant shall not transfer, assign, sublet, mortgage or otherwise hypothecate this Lease, or Tenant's interest in and to the Premises, nor enter into any license or concession agreements with respect thereto, without first procuring the written consent of Landlord. Any such attempted or purported transfer, assignment, subletting, mortgage or hypothecation, or license or concession agreement (collectively "Transfer") without Landlord's prior written consent shall be void and of no force and effect, and shall not confer any interest or estate in the purported transferee (the "Transferee") and shall, at Landlord's option, constitute an incurable default under this Lease. If Tenant is a corporation, unincorporated association, trust or partnership, the sale, assignment, transfer or hypothecation of any stock or other ownership interest of such entity which from time to time in the aggregate exceeds twenty-five percent (25%) shall be deemed an assignment subject to the provisions of this Article ____. The consent of Landlord required hereunder shall not be unreasonably withheld; however, a condition precedent to any consent to a Transfer shall be Tenant's agreement to pay to Landlord as rent any costs and expenses incurred by Landlord for review and consultation by Landlord's legal counsel, securing credit reports, administrative overhead and the like. Notwithstanding the foregoing, Landlord and Tenant agree that, in deter- mining whether to reasonably consent to a proposed transfer, Landlord may consider, among other things, any or all of the following factors:

The reputation of the Transferee (including any principals, partners or shareholders of such assignee, subtenant to Transferee), including, without limitation, the Transferee's reputation for dishonesty, criminal conduct and unethical business practices:

The financial capacity of the proposed Transferee to perform its obligations under this Lease:

Whether the business experience and quality of business, operations of the proposed Transferee is comparable to that of Tenant:

The credit history of the proposed Transferee;

The intended use of the Premises by the proposed Transferee;

Whether the proposed Transferee's use of the Premises will involve the use of any Hazardous Materials, or will in any way increase any potential liability to Landlord arising out of or relating to Hazardous Materials.

Notwithstanding any permitted Transfer, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of rent and for compliance with all obligations under

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