Common use of Consent by Landlord Clause in Contracts

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements and all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transferee, (iii) the nature of the proposed transferee's business to be carried on in the Premises, and (iv) all consideration to be given on account of the Transfer. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a ten (10) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 10-day period, Landlord shall be deemed to have elected option (i) above. Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayed, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket costs reasonably incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transaction; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 1718.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, hypothecateoccupied or used by anyone other than Tenant, or allow a third party permit any person to use succeed to any interest in this Lease or the Premises (except as herein providedall of the foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenanttransferee, (ii) current financial statements of the transfereetransferee covering the preceding three (3) years, (iii) the nature of the proposed transferee's ’s business to be carried on in the Premises, and (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant (or the most recent publicly available current financial statement, if Tenant is a public company). Landlord may condition its approval of any Transfer to on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall have a ten fifteen (1015) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth in the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 1015-day period, Landlord shall be deemed to have elected option (iii) of the prior sentence immediately above. Landlord's written ’s consent to the proposed assignment or sublease Transfer shall not be unreasonably withheld withheld, conditioned or delayed, provided and upon the condition that: (i) the proposed assignee or subtenant transferee is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease the proposed Transfer and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment transfer agreement, if it is a sublease, conforms to the requirements of Section 18.I below or sublease if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than eight (8) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; (v) Tenant reimburses pays to Landlord on demand the amount of Two Thousand Five Hundred Dollars ($2,500) in full reimbursement to Landlord for any actual, out-of-pocket costs reasonably and time incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any evaluating Tenant’s requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionTransfer; and (vvi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to Without otherwise limiting the criteria upon which Landlord has given may withhold its consent, Landlord and shall be deemed reasonable in withholding its consent if it does so for any of the assignee shall execute an amendment following reasons: (i) the proposed subtenant or assignee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or assignee, either (1) occupies space in the Project at the time of the request for consent, or (2) is negotiating with Landlord or has negotiated with Landlord during the six (6) month period immediately preceding the date Landlord receives Tenant’s request for consent, to this Lease for purposes lease space in the Project; or (ii) any one or more of both documenting and implementing the Multi-Tenant Project Provisions set forth requirements described in Section 19.Y below(i) through (vi) of the prior sentence has not been met. In the event all or any one of the foregoing conditions are not reasonably satisfiedsatisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the rightPremises or otherwise use the Lease as a security device in any manner without the consent of Landlord, without Landlord's consent, to permit use (all of the Premises foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole and absolute discretion. Tenant shall reimburse Landlord on demand for any costs that may be incurred by persons engaged Landlord in carrying connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or other legal entity, the sale, assignment, cancellation, surrender, exchange, conversion or any other transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed a Transfer; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed a Transfer; provided that, subject to Section 18.D below the foregoing provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is listed on Tenant's business a public stock exchange. If Tenant is an entity, any sale of all or with whom substantially all of its assets shall be deemed an assignment of this Lease. If Tenant has business relationshipsis a corporation whose stock is not listed on a public stock exchange, provided any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer. Tenant acknowledges and agrees that the portions provision of this Section 18 are not unreasonable standards or conditions for purposes of Section 1951.4 of the Premises used by such persons are not separately demisedCalifornia Civil Code, as amended from time to time, under bankruptcy laws, or for any other purpose.

Consent by Landlord. Except as specifically provided in this Section 1717.E, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant's interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, hypothecateoccupied or used by anyone other than Tenant, or allow a third party permit any person to use succeed to any interest in this Lease or the Premises (except as herein providedall of the foregoing being a "Transfer") without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (i1) a copy of the proposed agreements sublease or assignment agreement and of all ancillary agreements with the proposed assignee/subtenanttransferee, (ii2) current financial statements of the transfereetransferee covering the preceding three years, (iii3) the nature of the proposed transferee's business to be carried on in the Premises, and (iv4) a statement outlining all consideration to be given on account of the Transfer. Landlord may condition its approval of any Transfer to on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall have a ten (10) business-day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth stated in the noticeproposed sublease or assignment agreement; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 1010 business-day period, Tenant shall again notify Landlord in writing and shall give Landlord an additional five (5) business days to respond. If Landlord fails to notify Tenant in writing of such election within this second 5 business-day period, then Landlord shall be deemed to have elected option (i) above. In the event Landlord does not elect option (i) above, Landlord's written consent to the proposed assignment or sublease Transfer shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant transferee is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease transfer agreement is in form reasonably satisfactory to Landlord; (iii) the proposed Transfer will not result in there being greater than three (3) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; and (iv) Tenant reimburses Landlord on promptly after demand for any actual, out-of-pocket reasonable costs reasonably that may be incurred by Landlord in connection with said assignment or subleaseTransfer, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant transferee and reasonable legal costs incurred in connection with the granting or denial of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transaction; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfiedsatisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have not hypothecate, mortgage, pledge or otherwise encumber Tenant's interest in this Lease or the rightPremises or otherwise use the Lease as a security device in any manner without the consent of Landlord, without (all of the foregoing being an "Hypothecation") which consent Landlord may withhold in its sole discretion; provided, however, Landlord hereby acknowledges and agrees that, so long as Tenant is not in default hereunder, Tenant shall be permitted, with Landlord's reasonable consent, to permit use pledge its interest in this Lease in connection with the pledge of all or substantially all of its assets as part of any master credit facility. In the event Landlord consents to such a Hypothecation, Landlord's consent shall be evidenced by a written consent in substantially the form attached as Exhibit "E" hereto. Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent. Landlord's consent to one or more Transfers or Hypothecations shall not operate to exhaust Tenant's obligation to obtain Landlord's consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or other legal entity, the sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the Premises by persons engaged partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below, the foregoing provisions of this sentence shall not apply to a transfer of stock in carrying a corporation whose stock is publicly traded on a public stock exchange, a transfer of stock or ownership interest resulting from a financing of Tenant or a private or public offering, and the issuance of warrants or stock options to purchase Tenant's business stock (and the exercise of purchase rights under any such warrants or with whom stock options). If Tenant has business relationshipsis a corporation whose stock is not publicly traded on a public stock exchange, provided that the portions any dissolution, merger, consolidation or reorganization of the Premises used by such persons are not separately demisedTenant shall be deemed a Transfer.

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transfereetransferee covering the preceding three years, (iii) the nature of the proposed transferee's business to be carried on in the Premises, and (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a ten eight (10) 8) business-day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all of space in the Premises (provided, however, that Landlord shall not have the right to terminate on any sublease or assignment expiring, including any options in favor of sublessee/assignee, more than three (3) years prior to the Lease Expiration Date, including any options under this Lease which have been exercised by Tenant); (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (iiiii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 1030-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease or transfer was to commence, and from such date forward, Base Monthly Rent and all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Building. In the event Landlord elects option (ii) above, Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iii) the proposed sublease will not result in there being more than two (2) subtenants within the Premises at any time during the Lease Term; (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket reasonable costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs (not to exceed $2,000.00 per occurance) incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 1717.E, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, hypothecateoccupied or used by anyone other than Tenant, or allow a third party permit any person to use succeed to any interest in this Lease or the Premises (except as herein providedall of the foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenanttransferee, (ii) current financial statements of the transfereetransferee covering the preceding three years, (iii) the nature of the proposed transferee's ’s business to be carried on in the Premises, and (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall have a ten fifteen (1015) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease if an assignment, or sublease of substantially the entire Premises for substantially the remaining term of the Lease; (ii) permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth in the notice; or (iiiii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 1015-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire on the date upon which the proposed Transfer was to commence. In the event Landlord does not elect option (i) above, Landlord's written ’s consent to the proposed assignment or sublease Transfer shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant transferee is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant transfer agreement, if it is a company with sufficient financial worth and management ability sublease, conforms to undertake the financial obligation requirements of this Lease and Landlord has been furnished with reasonable proof thereofsubsection 17.I (Sublease Requirements) or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iii) the proposed assignment Transfer will not result in there being greater than three (3) subtenants or sublease is in form reasonably satisfactory to Landlordother occupants (not including employees) within the Premises at any time during the Lease Term; (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket reasonable costs reasonably that may be incurred by Landlord in connection with said assignment or subleaseTransfer, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant transferee and reasonable legal costs incurred in connection with the granting or denial of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfiedsatisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the rightPremises or otherwise use the Lease as a security device in any manner without the consent of Landlord, without Landlord's consent, to permit use (all of the Premises foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord on demand for any costs that may be incurred by persons engaged Landlord in carrying on connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant's business ’s obligation to obtain Landlord’s consent to other Transfers or with whom Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant has business relationshipsis a corporation, provided that limited liability company, unincorporated association, partnership or other legal entity, the portions sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the Premises used by such persons are partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below, the foregoing provisions of this sentence shall not separately demisedapply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer.

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord, which consent shall not be unreasonably withheld as defined below. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transfereetransferee covering the preceding three years, (iii) the nature of the proposed transferee's business to be carried on in the Premises, and (ivv) all consideration to be given on account of the Transfer, and (vi) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a ten (10) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 10-day period, Landlord shall be deemed to have elected option (iii) above. Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; and (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs consent, not to exceed $1,500.00 in regard to any single transaction2,500.00; and (vvi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may (a) Landlord shall not assign, sublet, hypothecate, be required to consider a request for consent to any assignment or allow sublease with a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements and all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements which is not one of the transferee, Prudential Entities (iiia "PROPOSED TRANSFER") the nature of the proposed transferee's business to be carried on in the Premises, unless and (iv) all consideration to be given on account of the Transfer. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. until Landlord shall have received from Tenant a ten written request for Landlord's consent to such Proposed Transfer (10a "CONSENT REQUEST"). Each Consent Request shall include (x) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set a statement setting forth in reasonable detail the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 10-day period, Landlord shall be deemed to have elected option (i) above. Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayed, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket costs reasonably incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability identity of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting nature of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transaction; its business and (vy) Tenant shall not have advertised current financial information with respect to the proposed assignee or publicized in any way the availability of the Premises subtenant, including, without prior notice to Landlordlimitation, its most recent financial report. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event Provided that all or any one of the foregoing conditions are satisfied and Tenant is not then in Default hereunder beyond any applicable notice and cure period, Landlord agrees to act reasonably satisfied(subject to the terms of SECTION 19.4(b)) in considering any such Consent Request and shall have twenty (20) calendar days to provide its approval or disapproval, with any disapproval being in writing and setting forth the reasons for such disapproval. If Landlord fails to respond within such 20 calendar day period, then the Proposed Transfer shall be deemed approved. Tenant may resubmit a request for a Proposed Transfer, correcting its submission to comply with the terms hereof. Xxxxxx further agrees to deliver a term sheet or outline of terms for the prospective transaction when it becomes reasonably available after the proposed transferee is legally bound to Tenant to proceed with the proposed transaction. Xxxxxx further agrees to deliver a form of sublease or assignment which Xxxxxx has entered into promptly after the form is fully executed by all parties. Such forms of sublease or assignment shall comply with the terms of this Lease. As long as Tenant has complied with the terms of this SECTION 19.4(a), Landlord shall be considered promptly after receipt of such sublease or assignment execute a document evidencing Xxxxxxxx's consent to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business such sublease or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demisedassignment.

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In IN the event Tenant desires to assign this Lease or any interest herein therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofthereof except as set forth above with respect to "Permitted Transferees", Tenant shall deliver to Landlord (i) copies of the proposed agreements and all ancillary agreements with agreement, the proposed assignee/subtenant, (ii) current financial statements of the transferee, (iii) the nature of the proposed transferee's business to be carried on in the Premisesassignee or subtenant, and (iv) all consideration to be given on account of the Transfer. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseLandlord. Landlord shall then have a ten period of seven (107) day period business days, unless Xxx Xxxxxx is personally notified earlier in which case it shall be 48 hours, following receipt of all the foregoing such notice, documents and information within which to notify Tenant in writing that Landlord elects to: (ia) to permit Tenant to assign or sublet such space to the named name assignee/subtenant on the terms and conditions set forth in the notice; subtenant, or (iib) to refuse consent, provided Landlord shall not unreasonably refuse such consent. If Landlord should fail to notify Tenant in writing of such election within the 10-said seven (7) day period, Landlord shall be deemed to have elected option (i) aboveto permit the assignment or sublease in question. No assignment or subletting by Tenant shall relieve Tenant or any guarantor of any obligations under this Lease or any guaranty. Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayed, provided and upon condition that (a) the condition that: proposed uses will not violate this Lease or any Laws; (ib) the appropriateness of the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with has sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; responsibility involved. (iiic) the The proposed assignment or sublease is shall be in a form reasonably satisfactory to Landlord; (iv) . Whether or not Landlord grants its consent to the proposed sublease or assignment, Tenant reimburses agrees to reimburse Landlord on demand for any actual, out-of-pocket all reasonable attorneys' fees and costs reasonably incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability review of the proposed assignee sublease or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transaction; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demisedassignment.

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein including, therein including without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease which consent shall not be unreasonably withheld or delayed. The notice shall give the name and current address of the proposed assignee/subtenant, (ii) current financial statements proposed use of the transferee, (iii) the nature of the proposed transferee's business to be carried on in the Premises, rental rate and (iv) all consideration current financial statement; and upon request to Tenant, Landlord shall be given on account of the Transfer. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a ten period of fifteen (1015) day period days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; , or (ii) to refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 10-said fifteen (15) day period, Landlord shall be deemed to have elected option (i) above. Landlord's written consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease Lease, and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is shall be in form reasonably satisfactory to Landlord; (iv) Tenant reimburses shall reimburse Landlord on demand for any actual, out-of-pocket reasonable costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered may, in its sole discretion, withhold its consent to have acted reasonably if it withholds its consentthe proposed assignment or sublease. Notwithstanding anything to the contrary set forth in the Lease, Tenant shall have the right, without not be required to obtain Landlord's consentconsent to the assignment of the Lease or the subletting of the Leased Premises or any portion thereof, to permit use of the Premises by persons engaged in carrying on Tenant's business its parent, a subsidiary or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demisedany other closely related affiliate.

Consent by Landlord. Except as specifically provided in this Section 17Pxxxxxxxx 00, Tenant Xxxxxx may not assign, sublet, hypothecate, or allow a third party to use or occupy the Premises (except as herein provided) without the express written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transfereetransferee covering the current and preceding three years, (iii) the nature of the proposed transferee's ’s business to be carried on in the Premises, and (iv) a statement of all consideration to be given on account of the Transfertransfer. Landlord may condition its approval of any Transfer transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfertransfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a ten fifteen (1015) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 10-fifteen (15) day period, Landlord shall be deemed to have elected option (iii) above. Landlord's ’s written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned withheld. If any or delayedany one of the following circumstances exist, provided and upon the condition thatLandlord shall be deemed to have acted reasonably if it denies consent: (i) the proposed assignee or subtenant is engaged in a business that is limited to not within the use expressly permitted under this LeaseLease or violates any exclusivity provision of xx another lease in the Building; (ii) the proposed assignee or subtenant is a tenant in the building or an affiliate of such tenant or a party that Landlord or Landlord’s broker has entered into discussions with as a prospective tenant in the Building within ninety (90) days of Tenant’s proposal; (iii) Landlord has reasonably equivalent space available for rent in the Building, (iv) the proposed assignee or subtenant is not a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and or Landlord has not been furnished with reasonable proof thereof; (iiiv) the proposed assignment or sublease is not in form reasonably satisfactory to Landlord; (ivvi) the amount of the aggregate rent to be paid by the proposed subtenant is less than the then current fair market value (based upon factors used in determining Fair Market Rental in Paragraph 46 which are applicable to the sublease and other applicable factors) ; (vii) Tenant reimburses does not reimburse Landlord on demand for any actual, out-of-pocket all reasonable costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (vviii) Tenant shall not have has publicly advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 17Article 16, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord, which will not be unreasonably withheld or delayed subject to the conditions set forth below. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (iI) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transfereetransferee covering the preceding three years, (iii) the nature of the proposed transferee's business to be carried on in the Premises, and (ivv) all consideration to be given on account of the Transfer, and (vi) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a ten thirty (1030) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (iI) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 1030-day period, Landlord shall be deemed to have elected option (iii) above. In the event Landlord elects option (I) above, Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (iI) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) the amount of the aggregate rent to be paid by the proposed subtenant is not less than the then current fair market rental; (v) Tenant reimburses Landlord on demand for any actual, out-of-pocket costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (vvi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 1717.E, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, hypothecateoccupied or used by anyone other than Tenant, or allow a third party permit any person to use succeed to any interest in this Lease or the Premises (except as herein providedall of the foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenanttransferee, (ii) current financial statements of the transfereetransferee covering the preceding three years, (iii) the nature of the proposed transferee's ’s business to be carried on in the Premises, and (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall have a ten (10) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate, to the extent any assignment is for the remainder of the Term, this Lease as to the portion of the Premises proposed to be transferred, (ii) permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth in the notice; or (iiiii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 10-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed Transfer was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Building. In the event Landlord does not elect option (i) above, Landlord's written ’s consent to the proposed assignment or sublease Transfer shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant transferee is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment transfer agreement, if it is a sublease, conforms to the requirements of subsection 17.I (Sublease Requirements) or sublease if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) (v) Tenant reimburses Landlord on demand within 30 days following for any actual, out-of-pocket reasonable costs reasonably that may be incurred by Landlord in connection with said assignment or subleaseTransfer, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant transferee and reasonable legal costs incurred in connection with the granting or denial of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (vvi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfiedsatisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the rightPremises or otherwise use the Lease as a security device in any manner without the consent of Landlord, without Landlord's consent, to permit use (all of the Premises foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord within 30 days following demand for any reasonable costs that may be incurred by persons engaged Landlord in carrying on connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant's business ’s obligation to obtain Landlord’s consent to other Transfers or with whom Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant has business relationshipsis a corporation, provided that limited liability company, unincorporated association, partnership or other legal entity, the portions sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the Premises used by such persons are partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below, the foregoing provisions of this sentence shall not separately demisedapply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer.

Consent by Landlord. Except as specifically provided in this Section 17paragraph 21, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord, which consent shall not unreasonably be withheld. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transfereetransferee covering the preceding three years, (iii) the nature of the proposed transferee's ’s business to be carried on in the Premises, (v) separate consideration for transfer of the leasehold interest, and (ivvi) all consideration to be given on account a current financial statement of the TransferTenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a ten thirty (1030) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; , or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 1030-day period, Landlord shall be deemed to have elected option (iii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord's ’s written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) the amount of the aggregate rent to be paid by the proposed subtenant shall be the then current fair market value; (v) Tenant reimburses Landlord on demand for any actual, out-of-pocket costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (vvi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee/assignee or subtenant, (ii) such assignee or subtenant’s most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current financial statements of the transferee, (iii) the nature address of the proposed transferee's business to be carried on in assignee/ subtenant, proposed use of the Premises, rental rate and (iv) all consideration current financial statement, and upon request to Tenant, Landlord shall be given on account of the Transfer. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten (10) day period days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; , or (ii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within the said ten (10-) day period, Landlord shall be deemed to have elected option (i) above. Landlord's written ’s consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayed, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket costs reasonably incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transaction; and (v) . Tenant shall not have advertised advertise or publicized in any way publicize the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transfereetransferee covering the preceding three years, (iii) the nature of the proposed transferee's business to be carried on in the Premises, and (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a ten eight (10) 8) business-day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all of space in the Premises (provided, however, that Landlord shall not have the right to terminate on any sublease or assignment expiring, including any options in favor of sublessee/assignee, more than three (3) years prior to the Lease Expiration Date, including any options under this Lease which have been exercised by Tenant); (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (iiiii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 1030-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease or transfer was to commence, and from such date forward, Base Monthly Rent and all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Buildings. In the event Landlord elects option (ii) above, Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iii) the proposed sublease will not result in there being more than two (2) subtenants within the Premises at any time during the Lease Term; (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket reasonable costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs (not to exceed $2,000.00 per occurance) incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 1717.E, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of LandlordLandlord which shall not be unreasonably withheld, conditioned or delayed. In Except in connection with a Permitted Transfer, in the event Tenant desires to assign this Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transfereetransferee covering the preceding three years if available, (iii) the nature of the proposed transferee's ’s business to be carried on in the Premises, and (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a ten fifteen business (1015) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease in the event of an assignment only; (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (iiiii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 1015-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord's ’s written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: ; (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket reasonable costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (vvi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In IN the event Tenant desires to assign this Lease or any interest herein therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofthereof except as set forth above with respect to "Permitted Transferees", Tenant shall deliver to Landlord (i) copies of the proposed agreements and all ancillary agreements with agreement, the proposed assignee/subtenant, (ii) current financial statements of the transferee, (iii) the nature of the proposed transferee's business to be carried on in the Premisesassignee or subtenant, and (iv) all consideration to be given on account of the Transfer. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseLandlord. Landlord shall then have a ten period of Fourteen (1014) day period days following receipt of all the foregoing such notice, documents and information within which to notify Tenant in writing that Landlord elects to: (ia) to permit Tenant to assign or sublet such space to the named name assignee/subtenant on the terms and conditions set forth in the notice; subtenant, or (iib) to refuse consent, provided Landlord shall not unreasonably refuse such consent. If Landlord should fail to notify Tenant in writing of such election within the 10-said Fourteen (14) day period, Landlord shall be deemed to have elected option (i) aboveto permit the assignment or sublease in question. No assignment or subletting by Tenant shall relieve Tenant or any guarantor of any obligations under this Lease or any guaranty. Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayed, provided and upon condition that (a) the condition that: proposed uses will not violate this Lease or any Laws; (ib) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with has sufficient financial worth and management ability to undertake the financial obligation of this Lease responsibility involved, and Landlord has been furnished with reasonable proof proof, thereof; and (iiic) the proposed assignment or sublease is shall be in a form reasonably satisfactory to Landlord; (iv) . Whether or not Landlord grants its consent to the proposed sublease or assignment, Tenant reimburses agrees to reimburse Landlord on demand for any actual, out-of-pocket all reasonable attorneys' fees and costs reasonably incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability review of the proposed assignee sublease or subtenant and reasonable legal costs incurred in connection assignment. Notwithstanding anything to the contrary the Tenant may , with prior written notice but without Landlord's prior written consent, sublet the granting of any requested consent (all such costs not to exceed $1,500.00 in regard premises or assign the Lease to any single transactionof the following entities, each a "Permitted Transferee": (i) a subsidiary, affiliate, division or corporation which controls, is controlled by, or is under common control with Tenant; and (vii) a successor corporation related to Tenant by merger, consolidation or reorganization; (iii) a purchaser of substantially all of Tenant's assets, provided said entity agrees to accept the Lease in its then current condition. A sale of the Tenant's capital stock through any public exchange shall not have advertised be deemed an assignment, subletting , or publicized in any way the availability other transfer of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y belowpremises. In the event all of an assignment or any one sublet of a portion of the foregoing conditions are Premises of more than one floor to an unrelated entity that is not reasonably satisfieda Permitted Transferee, the Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the rightoption of terminating the Lease with respect to such space and entering into a direct Lease with such entity. Additionally, without Landlord's consentin the event of any assignment or sublet of at least an entire floor to an unrelated entity, the options shall not apply. Additionally, if such options have been exercised but the Tenant is not yet in the option period, the option period shall not be sublet or assigned unless to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demiseda Permitted Transferee.

Consent by Landlord. Except as specifically provided in this Section 1718.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, hypothecateoccupied or used by anyone other than Tenant, or allow a third party permit any person to use succeed to any interest in this Lease or the Premises (except as herein providedall of the foregoing being a “Transfer”) without the express written consent of LandlordLandlord not to be unreasonably withheld, conditioned or delayed. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenanttransferee, (ii) current financial statements of the transfereetransferee covering the preceding three (3) years (if available), (iii) the nature of the proposed transferee's ’s business to be carried on in the Premises, and (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant, unless Tenant is publicly traded. Landlord may condition its approval of any Transfer to on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall have a ten fifteen (1015) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease as to the portion of the Premises proposed to be transferred (but only in connection with an assignment or a sublease of more than fifty percent (50%) of the Premises for more than fifty percent (50%) of the then remaining Lease Term); (ii) permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth in the notice; or (iiiii) reasonably refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 1015-day period, Tenant shall again notify Landlord in writing and shall give Landlord an additional five (5) business days to respond. If Landlord fails to notify Tenant in writing of such election within this second 5 business-day period, then Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed Transfer was to commence, and from such date forward, Base Monthly Rent shall be adjusted based on the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises before exercise of Landlord’s election to terminate, and Tenant’s Allocable Share of all other costs and charges shall be adjusted in accordance with Section 9.E based upon the remaining rentable area of the Premises and Landlord shall be responsible for any work required to separately demise the Premises. In the event Landlord does not elect option (i) above, Landlord's written ’s consent to the proposed assignment or sublease Transfer shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant transferee is engaged in a business that is limited to the use uses expressly permitted under this Lease; (ii) the proposed assignee or subtenant transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease in the event of an assignment, or under the sublease with respect to a sublease transaction and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment transfer agreement, if it is a sublease, conforms to the requirements of Section 18.I below or sublease if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than two (2) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; (v) Tenant reimburses Landlord on demand for any actual, out-of-pocket all costs reasonably that may be incurred by Landlord in connection with said assignment or subleaseTransfer, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant transferee and reasonable legal costs incurred in connection with the granting or denial of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transaction3,500.00 per occurrence); and (vvi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to Without otherwise limiting the criteria upon which Landlord has given may withhold its consent, Landlord and shall be deemed reasonable in withholding its consent if it does so for any of the assignee following reasons: (i) the proposed subtenant or assignee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or assignee, either (1) occupies space in the Project at the time of the request for consent, or (2) is negotiating with Landlord or has negotiated with Landlord during the six (6) month period immediately preceding the date Landlord receives Tenant's request for consent, to lease space in the Project; or (ii) Tenant publicly advertises the offering space for sublease at a starting Base Monthly Rent rate that is lower than Landlord's then current highest asking Base Monthly Rent rate for other space in the Project which is then on the market for direct lease or if no space is available in the Project, then not less than the fair market rent for such space; provided that, Tenant shall execute an amendment be allowed to this Lease for purposes sublease at a lower rate if not advertised publicly; or (iii) any one or more of both documenting and implementing the Multi-Tenant Project Provisions set forth requirements described in Section 19.Y below(i) through (vi) of the prior sentence has not been met. In the event all or any one of the foregoing conditions are not reasonably satisfiedsatisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the rightPremises or otherwise use the Lease as a security device in any manner without the consent of Landlord, without (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole and absolute discretion; provided, however, Landlord hereby acknowledges and agrees that, so long as Tenant is not in default hereunder, Tenant shall be permitted, with Landlord's reasonable consent, to permit use pledge its interest in any personal property or trade fixtures located in the Premises in connection with the pledge of all or substantially all of its assets as part of any master credit facility. Tenant shall reimburse Landlord on demand for all reasonable costs that may be incurred by Landlord in connection with a Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent, not to exceed $3,500.00. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or other legal entity, the sale, assignment, cancellation, surrender, exchange, conversion or any other transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the Premises by persons engaged in carrying on Tenant's business partnership, or with whom Tenant has business relationships, provided that the portions dissolution of the Premises used by such persons are partnership shall be deemed an assignment of this Lease; provided that, subject to Section 18.D below the foregoing provisions of this sentence shall not separately demisedapply to (i) a transfer set forth in Section 18.E below, or (ii) a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is an entity, any sale of all or substantially all of its assets shall be deemed an assignment of this Lease, except pursuant to Section 18.

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements substantially complete forms of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, financial statements, and any additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, (ii) current financial statements proposed use of the transferee, (iii) the nature of the proposed transferee's business to be carried on in the Premises, rental rate and (iv) all consideration current financial statement; and upon request to Tenant, Landlord shall be given on account of the Transfer. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten (10) day period days following receipt of all the foregoing such notice within which to notify Tenant in writing that Landlord elects toelects: (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; , or (ii) to refuse consent. If Landlord should fail to notify Tenant in writing of such election within the said ten (10-) day period, Landlord shall be deemed to have elected option (i) above. Landlord's written ’s consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayed, provided and upon the condition that: (i) the The proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the The proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is shall be in form reasonably satisfactory to Landlord; (iviii) Tenant reimburses shall reimburse Landlord on demand for any actual, out-of-pocket reasonable costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (viv) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consentNotwithstanding the provisions of this paragraph 28, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the rightmay, without Landlord's consent’s prior written consent and without Landlord’s participation in subleasing profits, sublet the Premises or assign the Lease to: (i) a subsidiary, affiliate, division or corporation controlled or under common control with Tenant; (ii) a successor corporation related to permit use Tenant by merger, consolidation, non-bankruptcy reorganization, or government action; or (iii) a purchaser of substantially all of Tenant’s assets. For the purpose of this Lease, sale of Tenant’s capital stock through any public exchange shall not be deemed an assignment, subletting, or any other transfer of the Premises by persons engaged in carrying on Tenant's business Lease or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demisedPremises.

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, (ii) current financial statements proposed use of the transferee, (iii) the nature of the proposed transferee's business to be carried on in the Premises, rental rate and (iv) all consideration current financial statement; and upon request to Tenant, Landlord shall be given on account of the Transfer. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten (10) day period days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; , or (ii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within the said ten (10-) day period, Landlord shall be deemed to have elected option (i) above. Landlord's written consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayed, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket costs reasonably incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transaction; and (v) . Tenant shall not have advertised advertise or publicized in any way publicize the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 1717.E, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transfereetransferee covering the preceding three years, (iii) the nature of the proposed transferee's ’s business to be carried on in the Premises, and (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a ten fifteen (1015) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all of space in the Premises; (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (iiiii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 1015-day period, Landlord shall be deemed to have elected option (iii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease or transfer was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Building. In the event Landlord elects option (ii) above, Landlord's ’s written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; and (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket reasonable costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent. Additionally, Tenant acknowledges that Landlord may condition its consent (all such costs not to exceed $1,500.00 in regard to any single transaction; and (v) Tenant shall not have advertised assignment or publicized in any way sublease upon the availability continued guaranty of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth by Guarantor as defined in Lease Section 19.Y 20 below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 1730(E), Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, hypothecateoccupied or used by anyone other than Tenant, or allow a third party permit any person to use succeed to any interest in this Lease or the Premises (except as herein providedall of the foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (i1) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenanttransferee, (ii2) current financial statements of the transfereetransferee covering the preceding three years, (iii3) the nature of the proposed transferee's ’s business to be carried on in the Premises, and (iv4) a statement outlining all consideration to be given on account of the Transfer, and (5) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall have a ten fifteen (1015) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth in the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 1015-day period, Landlord shall be deemed to have elected option (i) above. Landlord's written ’s consent to the proposed assignment or sublease Transfer shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant transferee is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease transfer agreement is in form reasonably satisfactory to Landlord; and (iviii) Tenant reimburses Landlord on demand for any actual, out-of-pocket reasonable costs reasonably that may be incurred by Landlord in connection with said assignment or subleaseTransfer, including the reasonable costs of making investigations as to the acceptability of the proposed assignee or subtenant transferee and reasonable legal costs incurred in connection with the granting or denial of any requested consent (all such costs not up to exceed a maximum of $1,500.00 in regard to any single transaction; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its 3,000.00 per request for consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below). In the event all or any one of the foregoing conditions are not reasonably satisfiedsatisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the rightPremises or otherwise use the Lease as a security device in any manner without the consent of Landlord, without Landlord's consent, to permit use (all of the Premises foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord on demand for any costs that may be incurred by persons engaged Landlord in carrying on connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to exhaust Tenant's business ’s obligation to obtain Landlord’s consent to other Transfers or with whom Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant has business relationshipsis a corporation, provided that limited liability company, uninco rporated association, partnership or other legal entity, the portions sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the Premises used by such persons are not separately demised.aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of

Consent by Landlord. Except as specifically provided in this Section 1717.E, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, hypothecateoccupied or used by anyone other than Tenant, or allow a third party permit any person to use succeed to any interest in this Lease or the Premises (except as herein providedall of the foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenanttransferee, (ii) current financial statements of the transfereetransferee covering the preceding three years, (iii) the nature of the proposed transferee's ’s business to be carried on in the Premises, and (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall have a ten (10) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth in the notice; or (ii) refuse consentconsent and the basis therefore. If Landlord should fail to notify Tenant in writing of such election within the 10-day period, Landlord shall be deemed to have elected option (i) above. Landlord's written ’s consent to the proposed assignment or sublease Transfer shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant transferee is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment transfer agreement, if it is a sublease, conforms to the requirements of subsection 17.I (Sublease Requirements) or sublease if it is an assignment, is in a form reasonably satisfactory to Landlord; and (iv) Tenant reimburses Landlord on demand within 30 days following for any actual, out-of-pocket reasonable costs reasonably (not exceeding $5,000) that may be incurred by Landlord in connection with said assignment or subleaseTransfer, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant transferee and reasonable legal costs incurred in connection with the granting or denial of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transaction; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfiedsatisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the rightPremises or otherwise use the Lease as a security device in any manner without the consent of Landlord, without Landlord's consent, to permit use (all of the Premises foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord within 30 days following demand for any reasonable costs that may be incurred by persons engaged Landlord in carrying on connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant's business ’s obligation to obtain Landlord’s consent to other Transfers or with whom Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant has business relationshipsis a corporation, provided that limited liability company, unincorporated association, partnership or other legal entity, the portions sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the Premises used by such persons are partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below, the foregoing provisions of this sentence shall not separately demisedapply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer.

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee/assignee or subtenant, (ii) financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current financial statements of the transferee, (iii) the nature address of the proposed transferee's business to be carried on in assignee/ subtenant, proposed use of the Premises, rental rate and (iv) all consideration current financial statement; and upon request to Tenant, Landlord shall be given on account of the Transfer. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a ten period of thirty (1030) day period days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) in the case of an assignment, to terminate this Lease as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations hereunder as to such space, (ii) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; , or (iiiii) to refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 10-said thirty (30) day period, Landlord shall be deemed to have elected option (iii) above. If Landlord exercises its option to terminate this Lease in the event Tenant desires to assign, then this Lease shall end and expire, with respect to the Premises, on the date upon which the proposed assignment was to commence. Landlord's written consent (which must be in writing) to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; : (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease Lease, and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is shall be in form reasonably satisfactory to Landlord; , (iv) Tenant reimburses shall reimburse Landlord on demand for any actual, out-of-pocket costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consentto, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y belowapproval by Landlord. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered may, in its sole discretion, withhold its consent to have acted reasonably if it withholds its consentthe proposed assignment or sublease. Tenant shall have Notwithstanding the rightforegoing, without Landlord's consentconsent shall not be required for any proposed sublease or assignment to a parent, to permit use subsidiary, or other affiliate of the Premises by persons engaged in carrying on Tenant's business Tenant or with whom to any entity into which Tenant has business relationships, provided that the portions merges or which acquires all or substantially all of the Premises used by such persons are not separately demisedassets of Tenant ("Affiliate").

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transfereetransferee covering the preceding three years, (iii) the nature of the proposed transferee's ’s business to be carried on in the Premises, Premises and (iv) all consideration to be given on account a current financial statement of the TransferTenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a ten thirty (1030) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease as to the space so affected as of the date so specified by Tenant, in which case Tenant will be relieved of all further obligations as to such space; (ii) permit Tenant to assign or sublet such space to the named assignee/assignee/ subtenant on the terms and conditions set forth in the notice; or (iiiii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 1030-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord's ’s written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) the amount of the aggregate rent to be paid by the proposed subtenant is not less than the then current “Fair Market Rental” as defined in Section 18.A below; (v) Tenant reimburses Landlord on demand for any actual, out-of-pocket costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (vvi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 1717 and except with respect to a permitted transfer pursuant to Section 17.E below, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transfereetransferee covering the preceding three years (or such shorter period, if three years are not available), (iii) the nature of the proposed transferee's business to be carried on in the Premises, and (ivv) all consideration to be given on account of the Transfer, and (vi) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a ten (10) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease as to the space so affected as of the date so specified by Tenant, in which case Tenant will be relieved of all further obligations as to such space; (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (iiiii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 10-day period, Landlord shall be deemed to have elected option (iii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant's Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; and (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket reasonable costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transaction; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, financial statements, and any additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, (ii) current financial statements proposed use of the transferee, (iii) the nature of the proposed transferee's business to be carried on in the Premises, rental rate and (iv) all consideration current financial statement; and upon request to Tenant, Landlord shall be given on account of the Transfer. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a ten period of thirty (1030) day period days following receipt of all the foregoing such notice within which to notify Tenant in writing that Landlord elects to: (i) to terminate this Lease as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations hereunder as to such space, (ii) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; , or (iiiii) to refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 10-said thirty (30) day period, Landlord shall be deemed to have elected option (iii) above. If Landlord exercises its option to terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (i) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (ii) from and after such date, the Base Monthly Rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's written consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayed, provided and upon the condition that: (i) the The proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the The proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is shall be in form reasonably satisfactory to Landlord; (iviii) Tenant reimburses shall reimburse Landlord on demand for any actual, out-of-pocket costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (viv) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 1717.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, hypothecateoccupied or used by anyone other than Tenant, or allow a third party permit any person to use succeed to any interest in this Lease or the Premises (except as herein providedall of the foregoing being a “Transfer”) without the express written consent of Landlord, not to be unreasonably withheld. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenanttransferee, (ii) current financial statements of the transfereetransferee covering the preceding three years, (iii) the nature of the proposed transferee's ’s business to be carried on in the Premises, and (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall have a ten (10) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth in the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 10-day period, Landlord shall be deemed to have elected option (i) above. Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayed, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket costs reasonably incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transaction; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.refuse

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transfereetransferee covering the preceding three years, (iii) the nature of the proposed transferee's business to be carried on in the Premises, and (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a ten eight (10) 8) business-day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all of space in the Premises (provided, however, that Landlord shall not have the right to terminate on any sublease or assignment expiring, including any options in favor of sublessee/assignee, more than three (3) years prior to the Lease Expiration Date, including any options under this Lease which have been exercised by Tenant); (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 10-day period, Landlord shall be deemed to have elected option (i) above. Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayed, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket costs reasonably incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transaction; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.or

Consent by Landlord. Except as specifically provided in this Section 1717.E, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of LandlordLandlord which shall not be unreasonably withheld, conditioned or delayed. In Except in connection with a Permitted Transfer, in the event Tenant desires to assign this Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transfereetransferee covering the preceding three years if available, (iii) the nature of the proposed transferee's ’s business to be carried on in the Premises, and (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a ten fifteen business (1015) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease in the event of an assignment only; (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (iiiii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 1015-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord's ’s written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket reasonable costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (vvi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, thereof except as set forth above with respect to 'Permitted Transferees," Tenant shall deliver to Landlord (i) copies of the proposed agreements and all ancillary agreements with agreement, the proposed assignee/subtenant, (ii) current financial statements of the transferee, (iii) the nature of the proposed transferee's business to be carried on in the Premisesassignee or subtenant, and (iv) all consideration to be given on account of the Transfer. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseLandlord. Landlord shall then have a ten period of fourteen (1014) day period days following receipt of all the foregoing such notice, documents and information within which to notify Tenant in writing that Landlord elects to: (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; subtenant, or (ii) to refuse consent, provided Landlord shall not unreasonably refuse such consent. If Landlord should fail to notify Tenant Xxxxxx in writing of such election within the 10-said 14 day period, Landlord shall be deemed to have elected option (i) aboveto permit the assignment or sublease in Question. LandlordNo assignment or subletting by Tenant shall relieve Tenant or any guarantor of any obligations under this Lease or any guaranty. Xxxxxxxx's written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayed, provided and upon the condition that: (i) the proposed assignee uses will not violate this Lease or subtenant is engaged in a business that is limited to the use expressly permitted under this Leaseany Laws; (ii) the proposed assignee or subtenant is a company with has sufficient financial worth and management ability to undertake the financial obligation of this Lease responsibility involved, and Landlord Xxxxxxxx has been furnished with reasonable proof thereof; and (iiiii) the proposed assignment or sublease is shall be in a form reasonably satisfactory to Landlord; (iv) Tenant reimburses . Whether or not Landlord on demand grants its consent to the proposed sublease or assignment, Xxxxxx agrees to reimburse Landlord for any actual, out-of-pocket all reasonable attorneys' fees and costs reasonably incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability review of the proposed assignee sublease or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transaction; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demisedassignment.

Consent by Landlord. Except as specifically provided in this Section 1717.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, hypothecateoccupied or used by anyone other than Tenant, or allow a third party permit any person to use succeed to any interest in this Lease or the Premises (except as herein providedall of the foregoing being a “Transfer”) without the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenanttransferee, (ii) current financial statements of the transfereetransferee covering the preceding three years if such statements exist and are otherwise available, (iii) the nature of the proposed transferee's ’s business to be carried on in the Premises, and (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall have a ten fifteen (1015) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease as to the portion of the Premises proposed to be transferred; (ii) permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth in the notice; or (iiiii) refuse consent, provided Landlord shall be required to specify its reasons for refusing consent. If Landlord should fail to notify Tenant in writing of such election within the 10aforementioned 15-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed Transfer was to commence, and from such date forward, Base Monthly Rent and Tenant’s allocable share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Building. In the event Landlord does not elect option (i) above, Landlord's written ’s consent to the proposed assignment or sublease Transfer shall not be unreasonably withheld withheld, conditioned or delayed, provided and upon the condition that: (i) the proposed assignee or subtenant transferee is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment transfer agreement, if it is a sublease, conforms to the requirements of Section 17.I below (Sublease Requirements) or sublease if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than two (2) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; (v) Tenant reimburses Landlord on demand for any actual, out-of-pocket costs reasonably that may be incurred by Landlord in connection with said assignment or subleaseTransfer, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant transferee and reasonable legal costs incurred in connection with the granting or denial of any requested consent consent; provided, however, that such reimbursement payment by Tenant to Landlord shall not exceed One Thousand Five Hundred and No/100 Dollars (all such costs not to exceed $1,500.00 in regard to any single transaction; 1,500.00) and (vvi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfiedsatisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the right, without Landlord's consent, to permit Premises or otherwise use the Lease as a security device in any manner (all of the Premises foregoing being an “Hypothecation”) without the consent of Landlord, which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord on demand for any costs that may be incurred by persons engaged Landlord in carrying on connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant's business ’s obligation to obtain Landlord’s consent to other Transfers or with whom Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant has business relationshipsis a corporation, provided that limited liability company, unincorporated association, partnership or other legal entity, the portions sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the Premises used by such persons are partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below, the foregoing provisions of this sentence shall not separately demisedapply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer.

Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises (except as herein provided) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereoftherof, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, (ii) current financial statements proposed use of the transferee, (iii) the nature of the proposed transferee's business to be carried on in the Premises, rental rate and (iv) all consideration current financial statement; and upon request to Tenant, Landlord shall be given on account of the Transfer. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a ten period of thirty (1030) day period days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; , or (ii) to refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 10-said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. If Landlord exercises its option to terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (i) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (ii) from and after such date, the Base Monthly Rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's written consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this the Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease Lease, and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is shall be in form reasonably satisfactory to Landlord; (iv) Tenant reimburses shall reimburse Landlord on demand for any actual, out-of-pocket costs reasonably that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to to, and approval by Landlord. In connection with an assignment to , which Landlord has given its consent, Landlord and the assignee approval shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y belownot be unreasonably withheld. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be considered may, in its sole discretion, withhold its consent to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use proposed assignment of the Premises by persons engaged in carrying on Tenant's business or with whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demisedsublease.

Consent by Landlord. Except as specifically provided in this Section 1717.E, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, hypothecateoccupied or used by anyone other than Tenant, or allow a third party permit any person to use succeed to any interest in this Lease or the Premises (except as herein providedall of the foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest herein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (i) the proposed agreements executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenanttransferee, (ii) current financial statements of the transfereetransferee covering the preceding three years, (iii) the nature of the proposed transferee's ’s business to be carried on in the Premises, and (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's ’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall have a ten fifteen (1015) business day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease if an assignment, or sublease of substantially the entire Premises for substantially the remaining term of the Lease; (ii) permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth in the notice; or (iiiii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 1015-day period, Landlord shall be deemed to have elected option (i) above, provided, however, in the case of a deemed election of option (i) above, Tenant may, within ten (10) days rescind its request for consent, and the Lease shall not terminate and shall remain in full force and effect. In the event Landlord elects option (i) above, this Lease shall expire on the date upon which the proposed Transfer was to commence. In the event Landlord does not elect option (i) above, Landlord's written ’s consent to the proposed assignment or sublease Transfer shall not be unreasonably withheld conditioned or delayedwithheld, provided and upon the condition that: (i) the proposed assignee or subtenant transferee is engaged in a business that is limited to the use expressly generally permitted under this LeaseLease which Landlord agrees to reasonably approve a change in the use of the Premises; (ii) the proposed assignee or subtenant transfer agreement, if it is a company with sufficient financial worth and management ability sublease, conforms to undertake the financial obligation requirements of this Lease and Landlord has been furnished with reasonable proof thereofsubsection 17.I (Sublease Requirements) or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iii) the proposed assignment Transfer will not result in there being greater than two (2) subtenants or sublease is in form reasonably satisfactory to Landlordother occupants (not including employees) within the Premises at any time during the Lease Term; (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket reasonable costs reasonably that may be incurred by Landlord in connection with said assignment or subleaseTransfer, including the reasonable costs of making investigations as to the acceptability of the proposed assignee or subtenant transferee and reasonable legal costs incurred in connection with the granting or denial of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transactionconsent; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfiedsatisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall have not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the rightPremises or otherwise use the Lease as a security device in any manner without the consent of Landlord, without Landlord's consent, to permit use (all of the Premises foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by persons engaged Landlord in carrying on connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant's business ’s obligation to obtain Landlord’s consent to other Transfers or with whom Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant has business relationshipsis a corporation, provided that limited liability company, unincorporated association, partnership or other legal entity, the portions sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the Premises used by such persons are partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below, the foregoing provisions of this sentence shall not separately demisedapply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer.