EXHIBIT 10.44 BRENTWOOD, TENNESSEE 37027 OFFICE LEASE AGREEMENT

EXHIBIT 10.44

BRENTWOOD, TENNESSEE  37027

OFFICE LEASE AGREEMENT

1.

Basic Lease Provisions

1.1

Parties:  This Lease Agreement, dated for references purposes only February 2, 2007, is made by and between Self Service Mini Storage, an Ohio general partnership ("Landlord") and Cross Country Education LLC a  Delaware corporation ("Tenant").

1.2

Premises:   Suite Number 130, as shown on Exhibit A attached hereto (the "Premises").

1.3

Rentable Area of Premises:   14,157 rentable square feet.

1.4

Building Address:  9020 Overlook Boulevard, Brentwood, TN  37027.

1.5

Use:  Office space, subject to the requirements and limitations contained in Section 6.

1.6

Term:  Seven (7) years and four (4) months

1.7

Commencement Date:  May 1, 2007, subject to adjustments in accordance with Section 3 below.

1.8

Base Rent:  Payable Monthly As Follows:

1.9

Base Rent Paid Upon Execution:   $22,356.26 for the month(s) of September 2007.

1.10

Security Deposit:   $22,356.26

1.11

Tenant’s Share:   13.48%

1.12

Base Year:   The calendar year 2007.

1.13

Number of Parking Spaces:   5.2/1000

1.14

Initial Monthly Parking Rates Per Space:   N/A

1.15

Real Estate Broker:

Landlord:

Nashville Commercial Real Estate Services

Tenant:

Colliers Turley Martin Tucker

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1.16

Attachments to Lease:   Amendment, Exhibit A – "Premises",  Schedule 1- Tenant Improvements, Exhibit B – "Verification of Commencement Letter", Exhibit C – "Rules and Regulations", Exhibit D – "Right of First Offer".

1.17

Address for Notices:

Landlord:

Nashville Commercial Real Estate Services

4560 Trousdale Drive

Suite 100

Nashville, TN 37204

Property Manager

With Copy To :

Self Service Mini Storage

140 Sheldon Road

Berea, Ohio 44017

Attention:  Gerald C. Forstner, Jr.

Tenant:

Cross Country Education

9020 Overlook Blvd., Suite 140

Brentwood, TN 37027

Attn: John Nichols

1.18

Agent for Service of Process:  The name and address of Tenant’s registered agent for service of process in the State of Tennessee, if any, is Corporation Service Company, 2908 Poston Ave., Nashville, TN 37203.

2.

Premises

2.1

Lease of Premises.   Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon all of the conditions set forth herein, the Premises, together with certain rights to the Common Areas as hereinafter specified.  The Premises shall not include an easement for light, air, or view.  The Building, the Common Areas (as defined below), the land upon which the same are located, along with all other buildings and improvements thereon or thereunder, including all parking facilities, are herein collectively referred to as the "Project".

2.2

Calculation of Size of Building and Premises.   The parties acknowledge that the Premises have been measured according to BOMA standards and square footage figures in Article 1.3 shall be conclusive for all purposes with respect to this Lease.   

2.3

Common Areas-Defined.  The Term "Common Areas" is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project that are designated by Landlord from time to time for the general non-exclusive use of Landlord, Tenant, and other tenants of the Project and their respective employees, suppliers, customers, and invitees, including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, roadways, and sidewalks.  Landlord may also designate other land and improvements outside the boundaries of the Project to be a part of the Common Areas, provided that such other land and improvements have a reasonable and functional relationship to the Project.

3.

Term

3.1

Term and Commencement Date.   The Term and Commencement Date of this Lease are as specified in Sections 1.6 and 1.7.  The Commencement Date set forth in Section 1.7 is an estimated Commencement Date.  Subject to the limitations contained in Section 3.3 below, the actual Commencement Date shall be the date possession of the Premises is tendered to Tenant in accordance with Section 3.4 below; provided, however, that the Base Rent, as defined below in Article 4.1 shall not commence until September 1, 2007 and the expiration of this Lease shall be August 31, 2014.  When the actual Commencement Date is established by Landlord, Tenant shall, within five (5) business days after Landlord’s request,

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complete and execute the letter attached hereto as Exhibit B and deliver it to Landlord.  Tenant’s failure to execute the letter attached hereto as Exhibit B within said five (5) business day period shall be a material default hereunder and shall constitute Tenant’s acknowledgement of the truth of the facts contained in the letter delivered by Landlord to Tenant.

3.2

Delay in Possession.   Notwithstanding the estimated Commencement Date specified in Section 1.7, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefore, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the Term hereof; provided, however, in such a case, Tenant shall not be obligated to pay rent or perform any other obligation of Tenant under this Lease except as may be otherwise provided in this Lease, until possession of the Premises is tendered to Tenant, as defined in Section 3.4.  If Landlord shall not have tendered possession of the Premises to Tenant within ninety(90) days following the estimated Commencement Date specified in Section 1.7, as the same may be extended in accordance with Section 3.3 or under the terms of any work letter agreement entered into by Landlord and Tenant, Tenant may, at Tenant’s option, by notice in writing to Landlord within ten (10) days after the expiration of the ninety (90) day period, terminate this Lease.  If Tenant terminates this Lease as provided in the preceding sentence, the Parties shall be discharged from all obligations hereunder, except that Landlord shall return  all money previously deposited with Landlord by Tenant; and provided further, that if such written notice by Tenant is not received by Landlord within said ten (10) day period, Tenant shall not have the right to terminate this Lease as provided above unless Landlord fails to tender possession of the Premises to Tenant within ninety (90) days following the estimated Commencement Date specified in Section 1.7, as the same may be extended in accordance with Section 3.3 or under any work letter agreement entered into by Landlord and Tenant.  Notwithstanding the foregoing if Landlord is unable to deliver possession of the Premises to Tenant on the Commencement Date due to a "Force Majeure Event", the Commencement Date shall be extended by the period of the delay caused by the Force Majeure Event.  A Force Majeure Event shall mean fire, earthquake, weather delays, or other acts of God, strikes, boycotts, war, riot, insurrection, embargoes, shortages of equipment, labor, or materials, delays in issuance of governmental permits or approvals.

3.3

Delays Caused by Tenant.   There shall be no abatement of rent, and the ninety (90) day periods specified in Section 3.2 shall be deemed extended, to the extent of any delays caused by acts or omissions of Tenant, Tenant’s agents, employees, and contractors, or for Tenant delays as defined in the work letter agreement attached to this Lease, if any (hereinafter, "Tenant Delays").  The Commencement Date shall not be extended due to Tenant Delays.

3.4

Tender of Possession.   Possession of the Premises shall be deemed tendered to Tenant when Landlord’s architect or agent has determined that (a) the improvements to be provided by Landlord pursuant to a work letter agreement, if any, are substantially completed, (b) the Project utilities are ready for use in the Premises, (c) Tenant has reasonable access to the Premises, and (d) three (3) days shall have expired following advance written notice to Tenant of the occurrence of the matters described in (a), (b), and (c) above of this Section 3.4.  If improvements to the Premises are constructed by Landlord, the improvements shall be deemed "substantially" completed when the improvements have been completed except for minor items or defects which can be completed or remedied after Tenant occupies the Premises without causing substantial interference with Tenant's use of the Premises.

3.5

Early Possession.   If Tenant occupies the Premises prior to the Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date.  Provided that Tenant does not interfere with or delay the completion by Landlord or its agents or contractors of the construction of any Tenant improvements, Tenant shall have the right to enter the Premises up to thirty (30) days prior to the anticipated Commencement Date for the purpose of installing furniture, trade fixtures, equipment, and similar items.  Provided that Tenant has not begun operating its business from the Premises, and subject to all of the terms and conditions of the Lease, the foregoing activity shall not constitute the delivery of possession of the Premises to Tenant and the Lease Term shall not commence as a result of said activities.  Prior to entering the Premises, Tenant shall obtain all insurance it is required to obtain by the Lease and shall provide certificates of said insurance to Landlord.

4.

Rent

4.1

Base Rent.   Subject to adjustment as hereinafter provided in Section 4.3, Tenant shall pay to Landlord the Base Rent for the Premises set forth in Section 1.8, without offset or deduction on the first day of each calendar month.  At the time Tenant executes this Lease it shall pay to Landlord the advance Base Rent described in Section 1.9.  Base Rent for any period during the Term hereof which is for less than one month shall be prorated based upon the actual number of days of the calendar month involved.  Base Rent and all other amounts payable to Landlord hereunder shall be payable to

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Landlord in lawful money of the United States at the address stated herein or to such other persons or at such other places as Landlord may designate in writing.

4.2

Operating Expense Increases.   Tenant shall pay to Landlord during the Term hereof, in addition to the Base Rent, Tenant’s Share of the amount by which all Operating Expenses for each Comparison Year exceeds the amount of all Operating Expenses for the Base Year.  If less than 95% of the rentable square feet in the Project is occupied by tenants or Landlord is not supplying services to 95% of the rentable square feet of the Project at any time during any calendar year (including the Base Year), Operating Expenses for such calendar year shall be an amount equal to the Operating Expenses which would normally be expected to be incurred had 95% of the Project’s rentable square feet been occupied and had Landlord been supplying services to 95% of the Project’s rentable square feet throughout such calendar year.  Tenant’ Share of Operating Expense increases shall be determined in accordance with the following provisions:

(a)

"Tenant’s Share" is defined as the percentage set forth in Section 1.11, which percentage has beendetermined by dividing the number of rentable square feet in the Premises by ninety-five percent (95%) of the total number of rentable square feet in the Project and multiplying the resulting quotient by one hundred (100).  In the event that the number of rentable square feet in the Project or the Premises changes, Tenant’s Share shall be adjusted in the year the change occurs, and Tenant’s Share for such year shall be determined on the basis of the days during such year that each Tenant’s Share was in effect.

(b)

"Comparison Year" is defined as each calendar year during the Term of this Lease after the Base Year.  Tenant’s Share of the Operating Expense increases for the last Comparison Year of the Lease Term shall be prorated according to that portion of such Comparison Year as to which Tenant is responsible for a share of such increase.

(c)

"Operating Expenses" shall include all commercially reasonable costs, expenses, and fees incurred by Landlord in connection with or attributable to the Project determined in accordance with generally accepted accounting principles ("GAAP") consistently applied, including but not limited to, the following items:  (i) actual costs, expenses, and fees associated with or attributable to the ownership, management, operation, repair, maintenance, improvement, and alteration of the Project, or any part thereof, including but not limited to, the following:  (A) all surfaces, coverings, decorative items, carpets, drapes, window coverings, parking areas, loading and unloading areas, trash areas, roadways, sidewalks, stairways, landscaped areas, striping, bumpers, irrigation systems, lighting facilities, building exteriors and roofs, fences, and gates; (B) all heating, ventilating, and air-conditioning equipment ("HVAC"), plumbing, mechanical, electrical systems, life safety systems and equipment, telecommunication equipment, elevators, escalators, tenant directories, fire detection systems including sprinkler system maintenance and repair; (ii) the cost of trash disposal, janitorial services, and security services and systems; (iii) the cost of all insurance purchased by Landlord and enumerated in Section 8 of this Lease, including any deductibles; (iv) the amount of the real property taxes to be paid by Landlord under Section 10.1 hereof; (v) the cost of water, sewer, gas, electricity, and other utilities available at the Project and paid by Landlord; (vi) the cost of labor, salaries, and applicable fringe benefits incurred by Landlord; (vii) the cost of materials, supplies, and tools used in managing, maintaining and/or cleaning the Project; (viii) the cost of commercially reasonable accounting fees, management fees, legal fees, and consulting fees attributable to the ownership, operation, management, maintenance, and repair of the Project (if Landlord is the property manager, Landlord shall be entitled to receive a fair market management fee not to exceed four percent (4%) of the aggregate revenue);(ix) the cost of replacing and/or adding improvements mandated by any law, statute, regulation, or directive of any governmental agency and any repairs or removals necessitated thereby; but excluding all ADA required improvements to Building Common Areas, (x) the costs incurred in implementing and operating any transportation management program, ride-sharing program, or similar program including, but not limited to, the cost of any transportation program fees, mass transportation fees, or similar fees charged or assessed by any governmental or quasi-governmental entity; (xi) payments made by Landlord under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the payment or sharing of costs among property owners; (xii) personal property taxes imposed upon the fixtures, machinery, and equipment used in connection with the operation of the Project; and (xiii) the cost that is elsewhere stated in this Lease to be an "Operating Expense".

"Operating Expenses" shall not include nor will Tenant be obligated to pay for the following:

a.

Any expenses paid by any tenant to third parties, or as to which Landlord is otherwise reimbursed by any third party or by insurance proceeds.

b.

Any ground lease rental;

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c.

Costs of items considered capital repairs, replacements, improvements and equipment under generally accepted accounting principles consistently applied or otherwise (" Capital Items ")

d.

Rentals for items which if purchased, rather than rented, would constitute a Capital Item;

e.

Costs incurred by Landlord for the repair of damage to the Site, Building or Parking Facility not caused by Tenant or Tenant’s employees, agents, contractors or invitees (however, such damage shall be subject to Section 12) and costs of all capital repairs, regardless of whether such repairs are covered by insurance;

f.

Costs, including permit, license and inspection costs, incurred with respect to the installation of Tenant’s or other occupants’ improvements at the Site, Building or Parking Facility (as applicable) or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for other occupants of the Building;

g.

Depreciation of the Site, Building or Parking Facility or any Capital Items;

h.

Marketing costs, including, leasing commissions, attorneys’ fees in connection with the negotiation and preparation of letters, deal memoranda, letters of intent, leases, subleases and assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and assignment negotiations and transactions with present or prospective tenants or other occupants of the Site;

i.

Any overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and services in or to the Site, Building or Parking Facility to the extent such increment exceeds the costs of such goods and services rendered by unaffiliated third parties on a competitive basis;

j.

Interest, principal, points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Site, Building or Parking Facility;

k.

Landlord’s general corporate overhead and general and administrative expenses;

l.

Electric power costs for which Tenant directly contracts with the local public service company and pays at Tenant’s expense;

m.

Excluding the  Premises, costs incurred in connection with upgrading the Site, Building or Parking Facility or any portion thereof, to comply with any governmental requirement in effect before the Commencement Date, including, , the ADA, including penalties or damages incurred due to non-compliance with any such laws or regulations;

n.

Tax penalties incurred as a result of Landlord’s negligence or Landlord’s inability or unwillingness to make payments or to file any tax or informational returns when due;

o.

Costs for which Landlord has been compensated by a management fee and any management fees in excess of four percent (4%) of the sum of the then current Base Rent (" Management Fee ");

p.

Costs arising from the negligence or fault of Landlord’s agents or vendors, contractors or providers of materials or services selected, hired or engaged by Landlord or its agents including, , the selection of building materials;

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q.

Costs arising from the presence of Hazardous Materials in or about the Site, Building or Parking Facility not caused by Tenant including, , Hazardous Materials in the groundwater or soil;   

r.

Costs arising from Landlord’s charitable or political contributions;

s.

Costs arising from latent defects in the base, shell or core of the Building, or improvements installed by Landlord for repair thereof;

t.

Costs for sculpture, paintings or other objects of art;

u.

Costs (including in connection therewith all attorneys’ fees and costs of settlement, judgments and payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims, litigation or arbitrations pertaining to Landlord or the Site, Building or Parking Facility;

v.

Costs associated with the operation of the business of the entity which constitutes Landlord as distinguished from the costs of operation of the Site, Building or Parking Facility, including accounting and legal matters, costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Site, Building or Parking Facility, costs of any disputes between Landlord and Landlord’s employees, disputes of Landlord with Premises management or outside fees paid in connection with disputes with other tenants;

w.

Any entertainment, dining or travel expenses for any purpose;

x.

Costs arising from insurance deductibles in excess of $25,000.00, environmental contamination insurance, and any other insurance not required to be maintained by Landlord pursuant to this Lease;

aa.

"In house" legal and accounting fees;

bb.

Any reserves for Operating Expenses or other costs;

cc.

Any administrative fees or costs in excess of the Management Fee.

dd.

Any other expenses which, in accordance with generally accepted accounting principles, consistently applied, would not normally be treated as operating expenses by comparable landlords of Comparable Buildings in the Davidson County, Tennessee area.

(d)

If the cost incurred in making an improvement or replacing any equipment is not fully deductible as

an expense in the year incurred in accordance with generally accepted accounting principles, the cost shall be amortized over the useful life of the improvement or equipment, as reasonably determined by Landlord, together with an interest factor of twelve percent (12%) per annum on the unamortized cost of such item.

(e)

Tenant’s Share of Operating Expense increases shall be payable by Tenant within thirty (30) days after a reasonably detailed statement of actual expenses is presented to Tenant by Landlord.  At Landlord’s option, however, Landlord may, from time to time, estimate what Tenant’s Share of Operating Expense increases will be, and the same shall be payable by Tenant monthly during each Comparison Year of the Lease Term, on the same day as the Base Rent is due hereunder.  In the event that Tenant pays Landlord’s estimate of Tenant’s Share of Operating Expense increases, Landlord shall use its best efforts to deliver to Tenant within one hundred eighty (180) days after the expiration of each Comparison Year a reasonably detailed statement showing Tenant’s Share of the actual Operating Expense increases incurred during such year.  Landlord’s failure to deliver the statement to Tenant within said period shall not constitute Landlord’s waiver of its right to collect said amounts or otherwise prejudice Landlord’s rights hereunder.  If Tenant’s payments under this Section

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4.2(f) during said Comparison Year exceed Tenant’s Share as indicated on said statement, Tenant shall be entitled to immediate rent credit the amount of such overpayment against Tenant’s Share of Operating Expense increases next falling due.  If Tenant’s payments under this Section 4.2(f) during said Comparison Year were less than Tenant’s Share as indicated on said statement, Tenant shall pay to Landlord the amount of the deficiency within thirty (30) days after delivery by Landlord to Tenant of said statement.  Landlord and Tenant shall forthwith adjust between them by cash payment any balance determined to exist with respect to that portion of the last Comparison Year for which Tenant is responsible for Operating Expense increases, notwithstanding that the Lease Term may have terminated before the end of such Comparison Year; and this provision shall survive the expiration or earlier termination of this Lease.

(f)

For purposes of computing Tenant’s Share of Operating Expense Increases, Operating Expenses (excluding those Operating Expenses attributable to real and personal property taxes and assessments, insurance costs, and utility services herein agreed to be uncontrollable expenses) in any calendar year will not increase by more than CPI as printed in the Wall Street Journal.  Tenant will be required to pay 100% of any increase in Tenant’s Share of Operating Expense Increases attributable to those Operating Expenses excluded from the CPI limitation.

5.

Security Deposit.   Tenant shall deliver to Landlord at the time it executes this Lease the security deposit set forth in Section 1.10 as security for Tenant’s faithful performance of Tenant’s obligations hereunder.  If Tenant fails to pay Base Rent. Additional Rent (as defined below), or other amounts payable by Tenant hereunder, or otherwise defaults with respect to any provision of this lease, Landlord may use all or any portion of said deposit for the payment of any Base Rent or other charge due hereunder, to pay any other sum to which Landlord may become obligated by reason of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby.  If Landlord so uses or applies all or any portion of said deposit, Tenant shall, within ten (10) days after written demand therefore, deposit cash with Landlord in an amount sufficient to restore said deposit to its full amount.  Landlord shall not be required to keep said security deposit separate from its general accounts.  If Tenant performs all of Tenant’s obligations hereunder, said deposit, or so much thereof as has not heretofore been applied by Landlord, shall be returned, without payment of interest or other amount for its use, to Tenant (or, at Landlord’s option, to the last assignee, if any, of Tenant’s interest hereunder) at the expiration of the Term hereof, and after Tenant has vacated the Premises and complied with all of Tenant's obligations hereunder this Lease Agreement.  No trust relationship is created herein between Landlord and Tenant with respect to said security deposit.  Tenant acknowledges that the security deposit is not an advance payment of any kind or a measure of Landlord’s damages in the event of Tenant’s default.

6.

Use

6.1

Use.   The Premises shall be used and occupied only for the purpose set forth in Section 1.5 and for no other purpose.  If Section 1.5 gives Tenant the right to use the Premises for general office use, by way of example and not limitation, general office use shall not include medical office use or any similar use, laboratory use,  any use not characterized by applicable zoning and land use restrictions as general office use, or any use which would require Landlord or Tenant to obtain a conditional use permit or variance from any federal, state, or local authority.  No exclusive use has been granted to Tenant hereunder.

6.2

Compliance with Law.   Notwithstanding any permitted use inserted in Section 1.5, Tenant shall not use the Premises for any purpose which would violate the Project’s certificate of occupancy, any conditional use permit, or variance applicable to the Project or violate any covenants, conditions, or other restrictions applicable to the Project.  Tenant shall, at Tenant’s expense, promptly comply with all applicable laws, ordinances, rules, regulations, orders, certificates of occupancy, conditional use permits, variances, covenants, and restrictions of record, and requirements of any fire insurance underwriters, rating bureaus, or government agencies, now in effect or which may hereafter come into effect, whether or not they reflect a change in policy from that now existing, during the Term or any part of the Term hereof, relating in any manner to the Premises and the occupation and use by Tenant of the Premises.  Tenant shall conduct its business and use the Premises in a lawful manner and shall not use or permit the use of the Premises or the Common Areas in any manner that will tend to create waste or a nuisance or shall tend to disturb other occupants of the Project.  Tenant shall obtain, at its sole expense, any permit or other governmental authorization required to operate its business from the Premises.  Landlord shall not be liable for the failure of any other tenant or person to abide by the requirements of this section or to otherwise comply

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with applicable laws and regulations, and Tenant shall not be excused from the performance of its obligations under this Lease due to such a failure.

6.3

Condition of Premises.  Except as otherwise provided in this Lease, Tenant hereby accepts the Premises and the Project in their condition existing as of the date this Lease is executed by Landlord and Tenant, subject to all applicable federal, state, and local laws, ordinances, regulations, and permits governing the use of the Premises, the Project’s certificate of occupancy, any applicable conditional use permits or variances, and any easements, covenants, or restrictions of record affecting the use of the Premises or the Project.  Tenant shall comply with all federal, state, and local laws and regulations governing occupational safety and health at Tenant’s sole cost and expense.  Tenant acknowledges that it has satisfied itself by its own independent investigation that the Premises and the Project are suitable for its intended use, and that neither Landlord nor Landlord’s agents have made any representation or warranty as to the present or future suitability of the Premises or the Project for the conduct of Tenant’s business.

7.

Maintenance, Repairs, and Alterations

7.1

Landlord’s Obligations.  Landlord shall keep the Project (excluding the interior of the Premises and space leased to other occupants of the Project) in good condition and repair.  Tenant shall report to Landlord immediately any defective condition in or about the Premises known to Tenant and if such defect is not so reported and such failure to promptly report results in other damage, Tenant shall be liable for same.  Except as provided in Section 9.3, there shall be no abatement of rent or liability to Tenant on account of any injury or interference with Tenant’s business with respect to any improvements, alterations, or repairs made by Landlord to the Project or any part thereof.  .  

7.2

Tenant’s Obligations

(a)

Subject to the requirements of Section 7.3, Tenant shall be responsible for payment of the cost of keeping the Premises in good condition and repair, and if Landlord makes any repairs to the Premises, the cost thereof shall be paid by Tenant to Landlord within ten (10) days after written demand therefore.  Tenant shall be responsible for the cost of painting, repairing, or replacing wall coverings, and the cost of repairing or replacing any improvements made to the Premises by Landlord or Tenant.  Landlord may, but shall not be obligated to, enter the Premises at all reasonable times to make such repairs, alterations, improvements, and additions to the Premises or to any equipment located therein as Landlord deems necessary in its sole discretion.

(b)

On the last day of the Term hereof, or on any sooner termination, Tenant shall surrender the Premises to Landlord in the same condition as received, ordinary wear and tear excepted, clean and free of debris and Tenant’s personal property.  Tenant shall repair any damage to the Premises occasioned by the installation or removal of Tenant’s trade fixtures, furnishings, and equipment.  Except as otherwise stated in this Lease, Tenant shall leave the power panels, electrical distribution systems, lighting fixtures, HVAC, window coverings, wall coverings, carpets, wall paneling, ceilings, and plumbing at the Premises and in good operating condition, ordinary wear and tear excepted.

7.3

Alterations and Additions

(a)

Tenant shall not, with Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, make any alterations, improvements, additions, utility installations, or repairs (hereinafter collectively referred to as "Alterations") in, on, or about the Premises or the Project.  As used in this Lease, the term "utility installation" shall mean carpeting or other floor covering, window and wall coverings, power panels, electrical distribution systems, lighting fixtures, telephone or computer system wiring, HVAC, and plumbing.  At the expiration of the Term, Landlord may require the removal of any Alterations installed by Tenant after the initial tenant improvements by the Landlord and the restoration of the Premises and the Project to their prior condition, at Tenant’s expense.  If a work letter agreement is entered into by Landlord and Tenant, Tenant shall not be obligated to remove the tenant improvements constructed in accordance with the work letter agreement.  Should Landlord permit Tenant to make its own Alterations, Tenant shall use only such contractor as has been expressly approved by Landlord, and Landlord may require Tenant to provide to Landlord, at Tenant’s sole cost and expense, a lien and completion bond in an amount equal to the estimated cost of such Alterations, to insure Landlord against any liability for mechanics’ and materialmen’s liens and to insure completion of the work.  Should Tenant make any Alterations without the prior approval of Landlord except as provided herein, or use a contractor not expressly approved by Landlord, Landlord may, at any time during the Term of this Lease, require that Tenant remove all or part of the Alterations and return the Premises to the condition it was in prior to the making of the Alterations.  

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In the event Tenant makes any Alterations, Tenant agrees to obtain or cause its contractor to obtain, prior to the commencement of any work, "builders all risk" insurance in an amount approved by Landlord and workers compensation insurance.

(b)

Any Alterations in or about the Premises that Tenant shall desire to make shall be presented to Landlord in written form, with plans and specifications which are sufficiently detailed to obtain a building permit.  If Landlord consents to an Alteration, the consent shall be deemed conditioned upon Tenant acquiring a building permit from the applicable governmental agencies, furnishing a copy thereof to Landlord prior to the commencement of the work, and compliance by Tenant with all conditions of said permit in a prompt and expeditious manner.  Tenant shall provide Landlord with as-built plans and specifications for any Alterations made to the Premises.

(c)

Tenant shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at or for use in the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises or the Project, or any interest therein.  Tenant shall have no right or authority whatever to incur or impose any lien on the Premises or the Project, or any interest therein, other than Tenant's leasehold interest..  If Tenant shall, on good faith, contest the validity of any such lien, Tenant shall furnish to Landlord a surety bond satisfactory to Landlord in an amount equal to such contested lien claim or demand indemnifying Landlord against liability arising out of such lien or claim.  In addition, Landlord may require Tenant to pay Landlord’s reasonable attorneys’ fees and costs in participating in such action.

(d)

Tenant shall give Landlord not less than ten (10) days’ advance written notice prior to the commence-ment of any work in the Premises by Tenant, and Landlord shall have the right to post notices of non-responsibility in or on the Premises or the Project as provided by law.

(e)

All alterations (whether or not such Alterations constitute trade fixtures of Tenant) which may be made to the Premises by Tenant shall be made and done in a good and workmanlike manner and with new materials satisfactory to Landlord and shall be the property of Landlord and remain upon and be surrendered with the Premises at the expiration of the Lease Term, unless Landlord requires their removal pursuant to Section 7.3(a).  Provided Tenant is not in default, notwithstanding the provisions of this Section 7.3(e), Tenant’s personal property and equipment, other than that which is affixed to the Premises so that it cannot be removed without material damage to the Premises or the Project, shall remain the property of Tenant and may be removed by Tenant subject to the provisions of Section 7.2(b).

7.4

Failure of Tenant to Remove Property.  If this Lease is terminated due to the expiration of its Term or otherwise, and Tenant fails to remove its property as required by Section 7.2(b), in addition to any other remedies available to Landlord under this Lease, and subject to any other right or remedy Landlord may have under applicable law, Landlord may remove any property of Tenant from the Premises and store the same elsewhere at the expense and risk of Tenant and at any time (before or after Landlord stores said property), Landlord may sell any or all such property at public or private sale, in such a manner and at such times and places as Landlord, in its sole discretion, may deem proper, without notice to or on demand upon Tenant.  Landlord shall apply the proceeds of such sale:  first, to the cost and expenses of the sale, including reasonable attorneys’ fees actually incurred; second, to the payment of the cost of or charges for storing any such property; third, to the payment of any other sums of money which may then or thereafter be due to Landlord from Tenant under this Lease; and fourth, the balance, if any, to Tenant.

8.

Insurance  

8.1

Insurance-Tenant

(a)

During the Term of the Lease and at such other times as Tenant occupies the Premises, Tenant shall keep in force at its expense "commercial general liability" insurance  with respect to the Premises with limits of not less than One Million Dollars ($1,000,000) per occurrence/ $2,000,000 aggregate, or such commercially reasonable higher amount as Landlord may require in writing from time to time.  The insurance shall cover liability arising out of Tenant’s operations and liability arising out of work performed at the Premises by other persons on behalf of Tenant, and shall specifically include the contractual liability assumed by Tenant under this Lease.  Such coverage, if written on a claims-made basis, must provide for a retroactive date which is prior to the date Tenant occupies the Premises, and the same retroactive date shall continue during the entire Term of this Lease. Tenant shall provide Landlord a certificate of insurance naming Landlord as an additional insured, along with a copy of an additional insured endorsement ISO number CG20 11 01 96 or its equivalent.

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(b)

Tenant will also maintain "all risk"  property insurance, including flood coverage written on a one hundred percent (100%) replacement cost basis on Tenant’s personal property, all tenant improvements installed at the Premises by Landlord or Tenant, Tenant’s trade fixtures, and other property.    If this Lease is terminated as the result of a casualty in accordance with Section 9, the proceeds of said insurance attributable to the replacement of all tenant improvements at the Premises shall be paid to Landlord. Tenant shall also maintain all risk Business Interruption Coverage in an amount no less than  100% of he annual rents and tenant’s insurance policy shall contain a loss payable clause naming Landlord additional loss payee A.T.I.M.A. and certificate of insurance evidencing the foregoing coverages shall be given Landlord under an ACCORD 27 or its equivalent.

(c)

Tenant shall, at all times during the Term hereof, maintain in effect workers’ compensation insurance as required by applicable law and business interruption insurance satisfactory to Landlord.

8.2

Insurance-Landlord

(a)

Landlord shall obtain and keep in force a policy of commercial general liability insurance with coverage against such risks and in such amounts as Landlord deems advisable insuring Landlord against liability arising out of the ownership, operation, and management of the Project.

(b)

Landlord shall also obtain and keep in force during the Term of this Lease a policy or policies of "all risk" insurance covering loss or damage to the Project in the amount of not less than eighty percent (80%) of the full replacement cost thereof, as determined by Landlord from time to time.  The terms and conditions of said policies and the perils and risks covered thereby shall be determined by Landlord from time to time, in Landlord’s sole discretion. Tenant will not be named as an additional insured in any insurance policies carried by Landlord and shall have no right to any proceeds therefrom. At Landlord’s option, Landlord may obtain insurance coverages and/or bonds related to the operation of the parking areas.  At Landlord’s option, Landlord may obtain coverage for flood and earthquake damages. In addition, Landlord shall have the right to obtain such additional insurance as is customarily carried by owners or operators of other comparable office buildings in the geographical area of the Project. The policies purchased by Landlord shall contain such deductibles as Landlord may determine.  In addition to amounts payable by Tenant in accordance with Section 4.2, Tenant shall pay any increase in the property insurance premiums for the Project over what was payable immediately prior to the Commencement Date to the extent the increase is specified by Landlord’s insurance carrier as being caused by the nature of the Tenant’s occupancy or any act or omission of Tenant.

8.3

Insurance Policies.   Tenant shall deliver to Landlord evidence of required insurance prior to the effective date of this Lease. All insurance policies required of Tenant shall contain language to the extent obtainable that: (i) any loss shall be payable notwithstanding any act or negligence of Landlord or Tenant that might otherwise result in forfeiture of the insurance, (ii) that the policies are primary and non-contributing with any insurance that Landlord may carry, and (iii) that the policies cannot be canceled, non-renewed, or coverage reduced except after thirty (30) days' prior notice to Landlord.  If Tenant fails to provide Landlord with such certificates or other evidence of insurance coverage, Landlord may obtain such coverage and the cost of such coverage shall be Additional Rent payable by Tenant upon demand.  Tenant shall, at least thirty (30) days prior to the expiration of such policies, furnish Landlord with evidence of renewals thereof.  Tenant represents to Landlord that Tenant self-insures the first $1,000,000 of loss through its parent company, Cross Country Healthcare, and Landlord agrees to allow such self insurance as long as such coverage is provided by the Tenant's parent, Cross Country Healthcare, and documented on the current certificate of insurance, to be signed by Cross Country Healthcare, that Tenant is required to deliver to Landlord  

8.4

Waiver of Subrogation.  Tenant and Landlord each hereby release and relieve the other, and waive their entire right of recovery against the other, for direct or consequential loss or damage arising out of or incident to the perils covered by insurance carried by such party (or required to be carried by such party by this Lease) to the extent of the insurance proceeds actually received, whether due to the negligence, willful misconduct or intentional or reckless act or omissions of Landlord or Tenant or their agents, employees, contractors, and/or invitees.  Landlord and Tenant shall each cause the insurance policies they obtain in accordance with this Section 8 to provide that the insurance company waives all right of recovery by subrogation against either party in connection with any damage covered by any policy.

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8.5

Coverage.  Landlord makes no representation to Tenant that the limits or forms of coverage specified above or approved by Landlord are adequate to insure Tenant’s property or Tenant’s obligations under this Lease, and the limits of any insurance carried by Tenant shall not limit its obligations under this Lease.

9.

Damage or Destruction

9.1

Effect of Damage or Destruction.  If all or part of the Project is materially damaged (as defined in Section 9.2 below) by fire, earthquake, flood, explosion, the elements, riot, or any other casualty, Landlord shall have the right, in its sole and complete discretion, to repair or to rebuild the Project or to terminate this Lease.  Landlord shall within ninety (90) days after the occurrence of such damage notify Tenant in writing of Landlord’s intention to repair or to rebuild or to terminate this Lease.  Tenant shall in no event be entitled to compensation or damages on account of annoyance or inconvenience in making any repairs, or on account of construction, or on account of Landlord’s election to terminate this Lease.  Notwithstanding the foregoing, if Landlord shall elect to rebuild or repair the Project, but in good faith determines that the Project cannot be built or repaired within one hundred eighty (180) days after the date of the occurrence of the damage, without payment of overtime or other premiums, and the damage to the Project has rendered the Premises unusable, Landlord shall notify Tenant thereof in writing at the time of Landlord’s election to rebuild or repair, and Tenant shall thereafter have a period of fifteen (15) days within which Tenant may elect to terminate this Lease, upon written notice to Landlord.  Tenant’s termination right described in the preceding sentence shall not apply if the damage was caused by the negligence, willful misconduct or intentional or reckless act or omissions of Tenant or Tenant’s agents, contractors, employees, or invitees.  Failure of Tenant to exercise said election with said period shall constitute Tenant’s agreement to accept delivery of the Premises under this Lease whenever tendered by Landlord, provided Landlord thereafter pursues reconstruction or restoration diligently to completion, subject to delays beyond Landlord’s reasonable control.

9.2

Definition of Material Damage.  The damage shall be deemed material if, in Landlord’s reasonable judgement, the uninsured cost of repairing the damage will exceed Twenty-Five Thousand Dollars ($25,000).  If insurance proceeds are available to Landlord in an amount which is sufficient to pay the entire cost of repairing all of the damage to the Project, the damage shall be deemed material if the cost of repairing the damage exceeds One Hundred Thousand Dollars ($100,000).  Damage to the Project shall also be deemed material if (a) the Project cannot be repaired to substantially the same condition it was in prior to the damage due to laws or regulations in effect at the time the repairs will be made, (b) the holder of any mortgage or deed of trust encumbering the Project requires that insurance proceeds available to repair the damage in excess of Twenty-Five Thousand Dollars ($25,000) be applied to the repayment of the indebtedness secured by the mortgage or the deed of trust, or (c) the damage occurs during the last twelve (12) months of the Lease Term.

9.3

Abatement of Rent.   If Landlord elects to repair damage to the Project and all or part of the Premises will be unusable or inaccessible to Tenant in the ordinary conduct of its business until the damage is repaired, and the damage was not caused by the negligence or willful misconduct of Tenant or its employees, agents, contractors, or invitees, Tenant’s Base Rent and Tenant’s Share of Operating Expense increases shall be abated in proportion to the amount of the Premises which is unusable or inaccessible to Tenant in the ordinary conduct of its business until the repairs are completed.

9.4

Tenant’s Negligence.  If such damage or destruction occurs as a result of the negligence or willful misconduct of Tenant or Tenants’ employees, agents, contractors, or invitees, and the proceeds of insurance which are actually received by Landlord are not sufficient to repair all of the damage, Tenant shall pay, at Tenant’s sole cost and expense, to Landlord upon demand, the difference between the cost of repairing the damage and the insurance proceeds received by Landlord.

9.5

Tenant’s Property.  Landlord shall not be required to repair any injury or damage to, or to make any repairs or replacements of, any fixtures, furniture, equipment, or tenant improvements installed in the Premises, and Tenant shall repair and restore all such property at Tenant’s sole expense.

9.6

Waiver.   Landlord and Tenant hereby waive the provisions of any statutes which relate to the termination of leases when leased property is damaged or destroyed and agree that such event shall be governed by the terms of this Lease.

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10.

Real Property Taxes

10.1

Payment of Taxes.   Landlord shall pay the real property tax, as defined in Section 10.2, applicable to the Project subject to reimbursement by Tenant of Tenant’s Share of such taxes in accordance with the provisions of Section 4.2.

10.2

Definition of "Real Property Tax".   As used herein, the term "real property tax" shall include any form of real estate tax or assessment, general, special, ordinary, or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, levy, or tax (other than inheritance, personal income, estate taxes, or Tennessee’s franchise and excise tax) imposed on the Project or any portion thereof by any authority having the direct or indirect power to tax, including any city, county, state, or federal government, or any school, agricultural, sanitary, fire, street, drainage, or other improvement district thereof, as against any legal or equitable interest of Landlord in the Project or in any portion thereof, as against Landlord’s right to rent or other income therefrom, or as against Landlord’s business of leasing the Project.  The term "real property tax" shall also include any tax, fee, levy, assessment, or charge (a) in substitution of, partially or totally, any tax, fee, levy, assessment, or charge hereinabove included within the definition of "real property tax", or (b) the nature of which was hereinbefore included within the definition of "real property tax", or (c) which is imposed as a result of a change in ownership, as defined by applicable local statutes for property tax purposes, of the Project or which is added to a tax or charge hereinbefore included within the definition of real property tax by reason of such change of ownership, or (d) which is imposed by reason of this transaction, any modifications, or changes hereto, or any transfers hereof, or (e) transportation taxes, fees, or assessments, including but not limited to, mass transportation fees, regional transportation district fees, metro rail fees, trip fees, and similar fees and assessments, or (f) fees assessed by an air quality management district or other governmental or quasi-governmental entity regulating pollution related to other tenant leases, or (g) parking fees or parking taxes paid by Landlord, or (h) any commercially reasonable expenses incurred by Landlord in attempting to  reduce, or minimize real property taxes.

10.3

Personal Property Taxes.   Tenant shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment, and all other personal property of Tenant contained in the Premises or related to Tenant’s use of the Premises.  If any of Tenant’s personal property shall be assessed with Landlord’s real property, Tenant shall pay to Landlord the taxes attributable to Tenant within ten (10) days after receipt of a written statement from Landlord setting forth the taxes applicable to Tenant’s property.

11.

Utilities

11.1

Services Provided by Landlord.  Subject to all governmental rules, regulations, and guidelines applicable thereto, Landlord shall use its best efforts to provide HVAC to the Premises for normal office use during the times described in Section 11.3, reasonable amounts of electricity for normal office lighting and fractional horsepower office machines, water in the Premises or in the Common Area for reasonable and normal drinking and lavatory use, replacement light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures, and building standard janitorial services

Services Exclusive to Tenant.  Tenant shall pay for all water, gas, heat, electricity, telephone, and other utilities and services supplied and/or metered exclusively to the Premises or to Tenant, together with any taxes thereon., If any such exclusive services are not separately metered to the Premises, Tenant shall pay, at Landlord’s option, either Tenant’s Share or a reasonable proportion to be determined by Landlord of all charges jointly metered with other premises in the Project.  Notwithstanding, the rights of Landlord to charge Tenant for such exclusive services shall not be construed to allow Landlord to charge Tenant for the water, gas, heat, electricity, telephone, and other utilities and services that are contemplated as Operating Expenses under this Lease.

11.2

Hours of Service.   Building services and utilities shall be provided Monday through Friday from 7:00 a.m. to 7:00 p.m. and Saturdays from 8:00 a.m. to 1:00 p.m.  Janitorial services shall be provided Monday through Friday.  HVAC and other Building services shall not be provided at other times or on nationally recognized holidays.  Landlord shall use its best efforts to provide HVAC to Tenant at times other than those set forth above subject to (a) the payment by Tenant of Landlord’s standard charge, as determined by Landlord from time to time, in Landlord’s sole discretion, for after-hours HVAC only when requested by Tenant, and (b) Tenant providing to Landlord at least four (4) hour’s advance notice of Tenant’s need for after-hours HVAC.  As of the date of this Lease, and subject to future increases the standard charge for after-hours HVAC is Fifty Dollars ($50.00) per hour.  Tenant shall pay all after-hours HVAC charges to Landlord within ten (10) days after Landlord bills Tenant for said charges.

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11.3

Excess Usage by Tenant.   Notwithstanding the use set forth in Section 1.5, Tenant shall not use Building utilities or services in excess of those used by the average office building tenant using its premises for ordinary office and classroom use.  Tenant shall not install at the Premises office machines, lighting fixtures, or other equipment which will generate above average heat, noise, or vibration at the Premises or which will adversely affect the temperature maintained by the HVAC system.  If Tenant does use Building utilities or services in excess of those used by the average office building tenant, Landlord shall have the right, in addition to any other rights or remedies it may have under this Lease provided Landlord has notified Tenant in writing of such excess use and afforded Tenant a reasonable opportunity to cure, to (a) at Tenant’s expense, install separate metering devices at the Premises, and to charge Tenant for its usage, (b) require Tenant to pay to Landlord all costs, expenses, and damages incurred by Landlord as a result of such usage, and (c) require Tenant to stop using excess utilities or services.

11.4

Interruptions.   Tenant agrees that Landlord shall not be liable to Tenant for its failure to furnish utilities or other services when such failure is occasioned, in whole or in part, by repairs, replacements, or improvements, by a strike, lockout, or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Project after reasonable effort to do so, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control, and such failures shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying rent or performing any of its obligations under this Lease.  Furthermore, Landlord shall not be liable under any circumstances for loss of property or for injury to, or interference with, Tenant’s business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any of the services or utilities as set forth in this Section 11.  Landlord may comply with voluntary controls or guidelines promulgated by any governmental entity relating to the use or conservation of energy, water, gas, light, or electricity or the reduction of automobile or other emissions without creating any liability of Landlord to Tenant under this Lease. Notwithstanding anything herein to the contrary, if as the result of a cause of loss insured by Landlord, Tenant is  unable to reasonably conduct Tenant’s business at the Premises during normal operating hours as contemplated by this Lease is interrupted for 96 continuous hours, Base Rent shall abate for the period commencing on the expiration of the 96 hour period and ending at such time that Tenant is able to reasonably conduct Tenant’s business at the Premises during normal operating hours as contemplated by this Lease.

12.

Assignment and Subletting

12.1

Landlord’s Consent Required.   Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of  Tenant’s interest in this Lease or in the Premises (hereinafter collectively a "Transfer"), without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.  Landlord shall respond to Tenant’s written request for consent hereunder within ten(10) business days after Landlord’s receipt of the written request from Tenant.  Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease.  Tenant’s written request for Landlord’s consent shall include, and Landlord’s ten (10) day response period referred to above shall not commence, unless and until Landlord has received from Tenant all of the following information: (1) financial statements for the proposed assignee or subtenant for the past two (2) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past two (2) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease,(g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant.  If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s written request shall not be considered complete until the information described in (a), (b), and (c) of the previous sentence has been provided with respect to each proposed guarantor.  "Transfer" shall also include the transfer (a) if Tenant is a corporation, and Tenant’s stock is not publicly traded over a recognized securities exchange, of more than fifty-one percent (51%) of the voting stock of such corporation during the term of this Lease (whether or not in one or more transfers) or the dissolution or merger of the corporation, or (b) if Tenant is a partnership or other entity, of more than twenty-five percent (25%) of the profit and loss participation in such partnership or entity during the term of this Lease (whether or not in one or more transfers) or the dissolution or liquidation of the partnership.

But Tenant may transfer its interest in the Lease to its parent, a wholly owned subsidiary, a corporation wholly owned by the same parent, or to another entity acquiring substantially all of Tenant's

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assets by an asset sale, merger, or consolidation without Landlord's further consent if the following conditions have been satisfied:

(i)

At least 10 days before the effective date of any proposed transfer, Tenant delivers written notice to Landlord stating: (A) the legal name of the proposed transferee; (B) documentation of the proposed transferee's right to transact business in this state; (C) as applicable, evidence that the proposed transferee has net assets (or will have on completion of the transaction net assets) at least equal to the greater of Tenant's net assets on the Effective Date or at that time; and (D) documentation of the proposed transaction between Tenant and the proposed transferee.

(ii)

Before the effective date of any such transfer, Tenant and the proposed transferee, must deliver to Landlord a fully executed copy of the transfer documents, which must: (A) provide Tenant and each Guarantor will remain fully liable to Landlord for any and all obligations under this Lease; (B) state, as of the effective date of the transfer, Landlord is not in default under the Lease or specify the nature of Landlord’s default; (C) provide the proposed transferee will assume all obligations under this Lease and confirm that its interest in the Premises is subordinate to this Lease; (D) require that the proposed transferee must pay to Landlord all rent and other consideration for the use or occupancy of the Premises; and (E) require that the proposed transferee use the Premises for engaging in the same business as the Tenant.

12.2

Standard for Approval.  Landlord shall not unreasonably withhold its consent to a Transfer provided that Tenant has complied with each and every requirement, term, and condition of this Section 12.  Tenant acknowledges and agrees that each requirement, term, and condition in this Section 12 is a reasonable requirement, term, or condition.  It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term, or condition of this Section 12 is not complied with or (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; b) in Landlord’s reasonable judgment, a proposed assignee or subtenant has a smaller net worth than Tenant had on the date this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a burden on the Project’s parking facilities, elevators, Common Areas, or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal, or similar right held by Tenant; (e) a proposed assignee or subtenant does not, in Landlord’s reasonable judgment, have a good credit rating; (f) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in Section 13.1 at the time of the request; o