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6 <br />that any rent credit provisions are a part of this Lease, Tenant's obligation to pay leasehold excise <br />tax shall not be obviated by such credit. <br />12. ALTERATIONS AND FIXTURES; SIGNS. Tenant shall not make or permit to be made <br />any alterations, additions, improvements or installations in or to the Leased Premises (including <br />telecommunication facilities), or place signs or other displays visible from outside of the Leased <br />Premises (individually and collectively “Tenant Alterations”), without first obtaining the consent <br />of Landlord, which may be withheld in Landlord’s sole discretion. Tenant shall deliver to Landlord <br />complete plans and specifications for any proposed Tenant Alterations and, if consent by <br />Landlord is given, all such work shall be performed at Tenant’s sole cost and expense by Landlord <br />or, with Landlord’s consent, by Tenant with contractors approved by Landlord. Tenant shall be <br />authorized to perform Tenant Alterations only to the extent and under such terms and conditions <br />as Landlord, in its absolute discretion, shall specify. All Tenant Alterations performed by Tenant <br />shall be (a) completed in accordance with the plans and specifications ap proved by Landlord; <br />(b) completed in accordance with all Governmental Requirements (including, without limitation, <br />Chapter 39.12 RCW); (c) carried out promptly in a good and workmanlike manner; (d) completed <br />with all new materials; and (e) free of defects in materials and workmanship. <br />13. SUBLETTING AND ASSIGNMENT. <br />(a) Assignment and Subletting by Tenant. Tenant shall not sublet the whole <br />or any part of the Leased Premises, nor assign this Lease, or any part thereof, without the prior <br />written consent of Landlord, which consent may be withheld at Landlord’s sole discretion. This <br />Lease is not assignable by operation of law. If Tenant is a corporation (or after incorporation), <br />then any transfer of this Lease by merger, consolidation or liquidation, or any change in the <br />ownership of, or power to vote the majority of Tenant's outstanding stock, will constitute an <br />assignment for the purposes of this Section. If Tenant is a partnership or limited liability <br />company, then any dissolution or termination of the partnership or limited liability company or <br />change in control of the partnership or limited liability company or in a majority of the interests <br />held by the partners or members thereof will constitute an assignment for purposes of this <br />Section. Any assignment made by Tenant will not become effective until the assignee, in a <br />written instrument acceptable to Landlord at Landlord’s sole discretion, assumes this Lease and <br />agrees to perform and be bound by all of the obligations of Tenant accruing under this Lease <br />from and after the date of assignment. Regardless of Landlord's consent, no subletting or <br />assignment shall release Tenant of Tenant's obligation or alter the primary li ability of Tenant to <br />pay rent and to perform all other obligations to be performed by Tenant under this Lease. <br />Acceptance of rent by Landlord from any person other than Tenant will not be deemed to be a <br />waiver by Landlord of any provision of this Lease. Consent to one assignment or subletting will <br />not be deemed consent to any subsequent assignment or subletting. Whether or not Landlord <br />consents to any proposed assignment of this Lease, Tenant shall pay Landlord's reasonable <br />review and processing fees, as well as any reasonable professional fees (including, without <br />limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by <br />Landlord not to be less than two thousand five hundred dollars ($2,500), within thirty (30) days <br />after demand by Landlord.