Common use of Consent of Landlord Clause in Contracts

Consent of Landlord. Tenant shall not assign this Lease, or sublet the Leased Premises, or any part thereof, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documents.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give timely notice under Section 12.3, then for a period of one hundred eighty (180) days (i) after the receipt of Landlord’s notice, if any, stating that Landlord does not elect the termination right or Landlord’s deemed waiver of such termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premisesportion of the Premises described in the Proposed Transfer Notice in accordance with the Proposed Transfer Notice provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant . If Landlord shall have the right fail to sublet up respond to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior Xxxxxx’s request for such consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) business days, Tenant may re-send such request for consent to Landlord via registered or certified mail, return receipt requested, or recognized overnight delivery service, with the following statement in bold at the beginning of such request, “WARNING: POSSIBLE DEEMED APPROVAL NOTICE. Failure to respond to this request within five (5) business days may lead to deemed approval of such request”. Should Landlord fail to respond to such second request within five (5) business days after service receipt thereof, Xxxxxxxx’s consent shall be deemed given hereunder. Anything in this Lease to the contrary notwithstanding, the time periods for the exercise of said notice Landlord’s termination right pursuant to Section 12.3 and delivery of such informationthe time periods with respect to Xxxxxxxx’s consent right pursuant to Section 12.4 hereof shall run concurrently and not consecutively. Without limiting the foregoing standard, Landlord shall notify Tenant that it consents or refuses not be deemed to be unreasonably withholding its consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documents.proposed Transfer requiring Landlord’s consent if:

Consent of Landlord. Tenant shall not assign this LeaseSublandlord and Subtenant each understand, or sublet acknowledge and agree that Section 14 “Assignment and Subletting” of the Leased Premises, or any part thereof, without Landlord's Master Lease requires Sublandlord to obtain the prior written consentconsent of Master Landlord to this Sublease. Sublandlord shall solicit Master Landlord’s consent to this Sublease, which consent shall not be unreasonably withheldwhich: (a) unless waived by both parties, conditioned or delayed; provided, however, Tenant shall have must include Master Landlord’s agreement to fund the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a remaining portion of the Leased Premises Tenant Improvement Allowance under the Master Lease in the amount of $587,643.84 directly to Subtenant pursuant to the provisions of Section 17 above or to assign this Lease or any interest hereunderother reasonably acceptable mechanism, and shall provide (b) unless waived by Subtenant, must include Master Landlord’s (i) approval of Subtenant’s plans for the Tenant Improvements attached hereto as Exhibit C, (ii) approval of Subtenant’s proposed architect and contractor, (iii) agreement that such Tenant Improvements do not need to be restored or removed at the end of the Term, and that no bonds will be required, (iv) agreement that it will charge an oversight fee as described in Section 17 above rather than any amounts provided under Section 8 of the Master Lease, (v) agreement that the release and waiver of subrogation in Section 10.5 of the Master Lease applies as between Subtenant and Master Landlord, (vi) agreement to the last sentence of Section 10 above, and (vii) agreement that Master Landlord current financial information will insure and other information requested by Landlord regarding restore after a casualty (unless the proposed assignee or subtenant. At any time within fifteen (15Master Lease is terminated) days after service of said notice the initial Tenant Improvements under the Master Lease, promptly following the execution and delivery of such information, Landlord shall notify Tenant that it consents or refuses to this Sublease by Sublandlord and Subtenant. In the event Master Landlord’s written consent to this Sublease, inclusive of all of the sublease or assignment. Landlord shall items set forth in subparts (a) and (b) (i) through (vii) above (unless waived as set forth above), has not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within been obtained within thirty (30) days after the execution hereof, then this Sublease may be terminated by either party hereto upon notice to the other prior to receipt of such consent, and upon such termination neither party hereto shall have any assignment further rights against or sublettingobligations to the other party hereto. Subtenant agrees that Sublandlord’s obtaining the Master Landlord’s prior written consent to this Sublease is a condition precedent to the commencement of this Sublease and Sublandlord’s obligations hereunder. The full execution and delivery by Master Landlord, Tenant Sublandlord and Subtenant of Master Landlord’s consent form shall provide to Landlord executed copies be deemed the satisfaction or waiver by both parties of all assignment or subleasing documentsthe items set forth in subparts (a) and (b) above.

Consent of Landlord. Tenant Notwithstanding anything contained herein to the contrary, the parties agree that Sublandlord’s execution of this Sublease and Subtenant’s right to possession of the Premises are conditioned upon receipt of Landlord’s written consent to this Sublease sufficient to satisfy the requirements for such consent under the Lease (including without limitation Article 14 thereof) (“Landlord’s Consent”). Promptly following delivery of an executed original of this Sublease by Subtenant to Sublandlord, Sublandlord will request Landlord’s Consent, and Sublandlord shall not assign this use commercially reasonable efforts to obtain Landlord’s Consent. Sublandlord shall pay any fees connected with obtaining Landlord’s Consent required by the Lease, or sublet the Leased Premises, or any part thereofincluding, without limitation, those fees set forth in Section 14(D) of the Lease. Subtenant shall promptly deliver to Sublandlord any information reasonably requested by Landlord in connection with its approval of this Sublease including without limitation with respect to the nature and operation of Subtenant’s business and/or the financial condition of Subtenant,—, in such forms as Subtenant currently maintains in the ordinary course of Subtenant’s business and at no cost to Subtenant. If Sublandlord does not obtain Landlord's ’s Consent on or prior to July 1, 2019, Subtenant shall have the right to terminate this Sublease at any time thereafter upon thirty (30) days’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayednotice to Sublandlord; provided, however, Tenant shall have Sublandlord may nullify the right foregoing termination in the event Sublandlord obtains Landlord’s consent prior to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery expiration of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of day termination notice period. In the event this Sublease is terminated pursuant to this Section 23, then Sublandlord shall refund to Subtenant any assignment or sublettingRents deposited pursuant to this Sublease and, Tenant after such amounts, if any, have been refunded, neither the Sublandlord nor the Subtenant will have any further obligations under this Sublease except as otherwise expressly provided in this Sublease. In connection with requesting such Landlord’s Consent, Sublandlord shall provide (i) except as specifically provided otherwise herein, have no liability to Subtenant in the event that Landlord does not give Landlord’s Consent, and (ii) not be required to pay any consideration to Landlord executed copies of all assignment in order to obtain such Landlord’s Consent or subleasing documentsto commence a legal proceeding against Landlord.

Consent of Landlord. Tenant shall not assign this Leasemake any alterations, improvements, additions, utility installations or sublet repairs (hereinafter collectively referred to as "Alterations") in, on or about the Leased Premises, or any part thereof, Premises without Landlord's prior written consent, consent which consent shall not be unreasonably withheld, conditioned or delayed. Alterations shall include, but shall not be limited to, the installation or alteration of security or fire protection systems, communication systems, millwork, shelving, retrieval or storage systems, carpeting or other floor covering, window and wall coverings, electrical distribution systems, lighting fixtures, telephone or computer system wiring, HVAC and plumbing. At the expiration of the term, Landlord may require the removal of any Alterations installed by Tenant and the restoration of the Premises to its prior condition, at Tenant's expense. Should Landlord permit Tenant to make its own Alterations, Tenant shall use only such contractor as has been reasonably approved by Landlord, and Landlord may require Tenant to provide to Landlord, at Tenant's sole cost and expense, a lien and completion bond in an amount equal to one and one-half times the estimated cost of such Alterations, to insure Landlord against any liability for mechanic's and materialmen's liens and to insure completion of the work. In addition, Tenant shall pay to Landlord a fee equal to three percent (3%) of the cost of the Alterations to compensate Landlord for the overhead and other costs it incurs in reviewing the plans for the Alterations and in monitoring the construction of the Alterations; provided, however, Tenant this fee shall have not apply to the right to sublet up to fifty percent (50%) construction of the total rentable square feet contained within Tenant Improvements described in the Leased Premises Work Letter Agreement attached hereto. Should Tenant make any Alterations without the necessity prior approval of obtaining Landlord's prior consent and without releasing , or use a contractor not expressly approved by Landlord, Landlord may, at any time during the Tenant from liability under term of this Lease, require that Tenant remove all or part of the Alterations and return the Premises to the condition it was in prior to the making of the Alternations. Prior to In the event Tenant makes any sublease or assignmentAlterations, Tenant shall first notify Landlord agrees to obtain or cause its contractor to obtain, prior to the commencement of any work, "builders all-risk" insurance in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested an amount approved by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsworkers compensation insurance.

Consent of Landlord. Tenant Landlord’s written consent to this Sublease in accordance with the terms of the Master Lease is a condition precedent to the validity of the Sublease. If Landlord’s consent has not been obtained in a form acceptable to Sublessee, in its reasonable discretion, and a copy of that consent delivered to Sublessee by the thirtieth (30th) day following the date of this Sublease, each party shall not assign thereafter have the ongoing right, subject to the terms of this LeaseSection 13, or sublet to terminate this Sublease pursuant to a notice (the Leased Premises“Termination Notice”) so stating delivered to the other party. If Sublessor fails to deliver to Sublessee the consent of Landlord to this Sublease within ten (10) days following delivery of the Termination Notice (the “Termination Date”), or this Sublease shall automatically terminate and the parties shall be released from any part thereof, without Landlord's prior written consent, which consent further obligations under this Sublease and the prepaid Sublease Rent and Security Deposit shall not be unreasonably withheld, conditioned or delayed; providedpromptly returned to Sublessee. If, however, Tenant Sublessor delivers to Sublessee the consent of Landlord on or before the Termination Date, the condition subsequent set forth in this Section 13 shall have be satisfied and this Sublease shall continue in full force and effect. Sublessor shall use reasonable efforts to obtain Landlord’s written consent to this Sublease as soon as reasonably practicable. In the right event that Sublessee desires to sublet up make any alterations or improvements, or otherwise take any action that will require the consent of Landlord and Sublessor, then Sublessor shall (i) use reasonable and diligent efforts to fifty percent (50%) obtain such consent of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15ii) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of unreasonably withhold its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documents.

Consent of Landlord. Tenant Pursuant to a Consent to Sublease dated as of December 11, 2013 among Landlord, Subtenant and Sublandlord (“Consent to Original Sublease”), Landlord granted its consent to the Original Sublease. The sublease of the Additional Subleased Premises to Subtenant pursuant to this Second Amendment is subject to the consent of Landlord and this Second Amendment. Sublandlord shall not assign request and use commercially reasonable and diligent efforts to procure the consent of Landlord to this Lease, or sublet the Leased Premises, or any part thereof, without Landlord's prior written consentSecond Amendment, which consent shall by Landlord may be given in the form of an amendment to the previously executed Consent to Original Sublease. Sublandlord agrees to submit a copy of this Second Amendment and request Landlord’s consent thereto promptly after the full execution and delivery hereof. In the event that this Sublease is not approved by Landlord within sixty (60) days after the date of this Second Amendment, Subtenant may cancel this Second Amendment by written notice to Sublandlord, provided that said written notice is given prior to the date that Landlord approves this Second Amendment. In connection with seeking Landlord’s approval of this Second Amendment (i) either or both parties agree to make such reasonable modifications to this Second Amendment as may be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery as conditions to approval, so long as none of such informationmodifications adversely affect in a material way the economic terms of this Second Amendment, Landlord increase in a material way the liability of either party hereunder, or adversely affect Subtenant’s rights hereunder, including without limitation, Subtenant’s right to receive services from Landlord, and (ii) Sublandlord shall notify Tenant that it consents or refuses be permitted to consent deliver to the sublease Landlord any financial statements of Subtenant or assignment. others which Subtenant shall deliver to Sublandlord, provided Landlord shall not have the right executes a non-disclosure agreement reasonably acceptable to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsSubtenant.

Consent of Landlord. Tenant shall not assign this Sublessor believes that, under the terms of the Prime Lease, or sublet this Sublease is not subject to Landlord’s consent. Promptly following the Leased Premises, or any part thereof, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice execution and delivery of this Sublease, Sublessor shall deliver the notice to Landlord required by Section 23 of the Prime Lease, identifying the Subtenant, Subtenant’s business, the anticipated Sublease Commencement Date, a certification that there is no Monthly Sublet Profit, and, if validly requested by Landlord, providing to Landlord a copy of this Sublease. If, for any reason, it is determined that Landlord’s consent is required for this Sublease, and if such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall is not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within received within thirty (30) days after Landlord has notified Sublessor of the requirement of Landlord’s approval, then Sublessor shall have the right, by notice to Subtenant, given prior the receipt of Landlord’s consent, to cancel this Sublease, in which case Sublessor shall promptly return to Subtenant all sums theretofore paid by Subtenant hereunder. Further, if, for any reason, it is determined that Landlord’s consent is required for this Sublease, any fees and costs due to Landlord pursuant to Section 23.B. of the Prime Lease shall be split evenly between Subtenant and Sublessor. Sublessor shall promptly deliver a copy of any assignment or subletting, Tenant shall provide to notice from Landlord executed copies regarding Landlord’s consent of all assignment or subleasing documentsthis Sublease.

Consent of Landlord. Tenant Section 28 of the Master Lease requires Sub-Sublandlord to obtain the written consent of Landlord to this Sub-Sublease, and Section 15 of the Sublease requires Sub-Sublandlord to obtain the written consent of Sublandlord to this Sub-Sublease. Sublandlord shall not assign this Lease, or sublet the Leased Premises, or any part thereof, without solicit Landlord's prior written consent, which and Sublandlord's consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have to this Sub-Sublease promptly following the right to sublet up to fifty percent (50%execution and delivery of this Sub-Sublease by Sublandlord and Sub-Subtenant. For purposes of Section 28(b) of the total rentable square feet contained within Master Lease, the Leased Premises without the necessity "proposed effective date" of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits Sub-Sublease shall be calculated after deducting all costs incurred by Tenant in connection with deemed to be the space subject to the transfer, which Sub-Sublease Commencement Date. If Landlord or Sublandlord shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant give Sub-Sublandlord written notice of its liability under their respective disapprovals of this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within Sub-Sublease within thirty (30) days after their respective receipts of Sub-Sublandlord's request for approval and the related information, documentation and fee required to be submitted pursuant to Section 28(b) of the Master Lease, then either Party may elect to terminate this Sub-Sublease by delivering written notice of such election to the other Party. Upon any assignment such termination, Sublandlord shall promptly refund to Sub-Subtenant, without interest, the advance Base Rental and Deposit theretofore paid by Sub-Subtenant to Sub-Sublandlord pursuant to Sections 4 and 5 (but Sub-Sublandlord shall not be obligated to reimburse the out-of-pocket costs incurred by Sub-Subtenant in connection with entering into this Sub-Sublease), whereupon neither Party shall have any further rights against or sublettingobligations to the other Party. The Parties acknowledge that under Section 1.A.(1) of the Modification Agreement, Tenant Landlord's or Sublandlord's failure to give Sub-Sublandlord a written notice withholding Landlord's or Sub-Sublandlord's consent to this Sub-Sublease within such thirty (30)- day period shall provide be deemed to Landlord executed copies of all assignment constitute Landlord's or subleasing documentsSublandlord's refusal to consent to this Sub-Sublease.

Consent of Landlord. In the event that Landlord shall not have exercised the termination or suspension right as set forth in Section 11.3, then for a period of one hundred twenty (120) days after the earlier of (i) the receipt of Landlord’s notice stating that Landlord does not elect the termination or suspension right, or (ii) the expiration of the Acceptance Period, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premisesportion of the Premises designated in the Recapture Offer, or any part thereofprovided that, without Landlord's in each instance, Tenant first obtains the prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided. Without limiting the foregoing, however, Tenant Landlord shall have the right not be deemed to sublet up be unreasonably withholding its consent to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease such a proposed assignment or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding subleasing if: the proposed assignee or subtenant. At any time subtenant is a tenant in the Building or is (or within fifteen the previous sixty (1560) days after service has been) in active negotiation with Landlord for premises in the Building or is not of said notice and delivery a character consistent with the operation of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. a first class office building (by way of example Landlord shall not have the right be deemed to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject unreasonably withholding its consent to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all an assignment or subleasing documentsto any governmental or quasi-governmental agency), or the proposed assignee or subtenant is not of good character and reputation, or the proposed assignee or subtenant does not possess adequate financial capability to perform the Tenant obligations as and when due or required, or the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the Permitted Use, or the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to increase Operating Expenses for the Building beyond that which Landlord now incurs for use by Tenant; (ii) be likely to increase the burden on elevators or other Building systems or equipment over the burden prior to such proposed subletting or assignment; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or there shall be existing an Event of Default. This Section 11.4 shall not be applicable to an assignment or sublease pursuant to Section 11.2.

Consent of Landlord. Tenant Sublandlord shall not assign solicit Landlord’s consent to this LeaseSublease, or sublet on terms reasonably acceptable to Subtenant, promptly following the Leased Premisesexecution and delivery of this Sublease by Sublandlord and Subtenant. Sublandlord shall use diligent and commercially reasonable efforts to obtain such consent from Landlord, or any part thereof, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant Sublandlord shall have not be required to expend any sums or make any concessions under the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Master Lease or any interest hereunder, otherwise in order to obtain such Landlord consent. Subtenant shall reasonably cooperate in Sublandlord’s efforts to obtain such consent and shall provide to Landlord current financial and Sublandlord any information and other information reasonably requested by Landlord regarding Landlord. In the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to event Landlord’s written consent to the sublease or assignment. Landlord shall this Sublease has not have the right been obtained on terms reasonably acceptable to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within Subtenant within thirty (30) days after the Effective Date, then this Sublease may be terminated by Subtenant upon written notice to Sublandlord, and upon such termination neither party hereto shall have any further rights against or obligations to the other. Notwithstanding the foregoing, if Landlord has not granted its consent within such 30 day period, within two (2) business days after the expiration of such 30 day period, Subtenant may extend the deadline for delivery of Landlord’s consent for an additional thirty (30) days by delivering written notice thereof to Sublandlord. In addition, if Landlord consent to this Sublease has not been obtained within sixty (60) days after the Effective Date hereof, then this Sublease may be terminated by Sublandlord upon written notice to Subtenant, and upon such termination neither party shall have any assignment further rights or subletting, Tenant shall provide obligations to Landlord executed copies of all assignment or subleasing documentsthe other.

Consent of Landlord. Tenant shall not assign this Lease, or sublet the Leased Premises, or any part thereofnot, without Landlord's ’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, make any alterations, improvements, additions or utility installations (hereinafter collectively referred to as “Alterations”) in, on or about the Premises. At the expiration of the term, (a) Tenant shall not be required to remove any Alterations installed by Tenant during the term of the Sublease, and (b) Landlord may require the removal of any Alterations installed by Tenant during the Term of this Lease and the restoration of the Premises to its prior condition, at Tenant’s expense if, at the time of Landlord’s consent, Landlord did not agree in writing that Tenant would not be obligated to remove the Alterations. Within ten (10) days after Tenant provides to Landlord a written notice requesting Landlord’s decision concerning the removal of proposed Alterations (a “Tenant Notice”), Landlord shall respond to Tenant’s request. If Landlord fails to respond to Tenant’s request within ten (10) days after Landlord receives a Tenant Notice, Landlord shall be deemed to have elected not to require Tenant to remove the Alterations at the end of the term of this Lease. Should Landlord permit Tenant to make its own Alterations, Tenant shall use only such architect and contractor(s) as has been reasonably approved by Landlord, and, if the cost of the Alterations will exceed $1,000,000, Landlord may require Tenant to provide to Landlord, at Tenant’s sole cost and expense, a lien and completion bond in an amount equal to one and one-half times the estimated cost of such Alterations, to insure Landlord against any liability for mechanic’s and materialmen’s liens and to insure completion of the work. Notwithstanding the forgoing, Landlord shall have the right to designate which contractors may perform work on the Base Building Systems. In addition, Tenant shall pay to Landlord a fee equal to the lesser of (i) the actual amount Landlord pays to its property manager to monitor such Alterations or (ii) three percent (3%) of the Hard Costs(as defined below) of the Alterations to compensate Landlord for the overhead and other costs it incurs in reviewing the plans for the Alterations and in monitoring the construction of the Alterations (the “Landlord Fee”); provided, however, that Tenant shall not be obligated to pay any Landlord Fee with respect to the installation of paint and/or carpet in the Premises. The “Hard Costs” shall mean all costs of constructing the Alterations excluding the cost of architectural and engineering drawings and the cost of permits and fees. In addition to having Landlord’s property manager monitor the Alterations, Landlord shall have the right to sublet up elect to fifty have Landlord’s third-party consultants evaluate the effect of the Alterations on the Base Building Systems and Structural Elements (collectively, the “Base Building Evaluations”). Tenant shall reimburse Landlord for the consulting fees Landlord incurs with respect to Base Building Evaluations (“Consulting Fees”) and Tenant shall reimburse Landlord for the Consulting Fees in addition to the Landlord Fee; provided, however, if Tenant reimburses Landlord for any Consulting Fees the Landlord Fee shall be reduced to the lesser of (i) the actual amount Landlord pays to its property manager to monitor the Alterations or (ii) one and one-half percent (501.5%) of the total rentable square feet contained within Hard Costs of the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this LeaseAlterations. Prior to any sublease or assignmentIn addition, Tenant shall first notify have no obligation to reimburse Landlord for Consulting Fees unless Landlord has given Tenant prior written notice that Consulting Fee(s) will be incurred if Tenant proceeds with the Alterations and the estimated amount of the Consulting Fee(s). The amount of the Consulting Fee(s) shall be determined by Landlord in writing a reasonable manner and in no case shall the Consulting Fee(s) exceed $15,000 per project submitted by Tenant to Landlord. Should Tenant make any Alterations during the Term without the prior approval of its election to sublease Landlord, or use a contractor not expressly approved by Landlord, Landlord may, at any time during the term of this Lease, require that Tenant remove all or a portion part of the Leased Alterations and return the Premises to the condition it was in prior to the making of the Alternations. In the event Tenant makes any Alterations, Tenant agrees to obtain or cause its contractor to assign this Lease obtain, prior to the commencement of any work, “builders all risk” insurance in an amount approved by Landlord, workers compensation insurance and any other insurance requested by Landlord, in Landlord’s sole discretion. Notwithstanding the foregoing, Tenant shall have the right, upon ten (10) days prior written notice to Landlord, but without Landlord’s prior consent, to make minor alterations to the inside of the Premises (e.g., paint and carpet, communication systems, telephone and computer system wiring) that do not (i) involve the expenditure of more than $100,000 in any twelve-month period, (ii) affect the exterior appearance of the Building or any interest hereunderthe roof or (iii) affect the Base Building Systems or the structural elements of the Building. Tenant has previously installed clean rooms in the Premises and has made alterations to the Base Building Systems (“Tenant Existing Alterations”) and Tenant has informed Landlord that it may desire to make Alterations to the Premises in the future that are similar to the Tenant Existing Alterations (“Anticipated Facility Improvements”). Landlord acknowledges that Tenant may desire to complete the Anticipated Facility Improvements in the future, and shall provide Landlord current financial information Tenant acknowledges that the approval, installation and other information requested by Landlord regarding construction of the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits Anticipated Facility Improvements shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant provisions of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsSection 12.

Consent of Landlord. Tenant Notwithstanding anything contained herein to the contrary, the parties agree that the effectiveness of this Sublease and Subtenant's right to possession of the Premises are conditioned upon receipt of both Landlord's and Tenant’s written consent to this Sublease sufficient to satisfy the requirements for such consent under the Lease (including without limitation Article 14 thereof) (collectively the "Landlord's Consent"). Promptly following delivery of an executed original of this Sublease by Subtenant to Sublandlord, Sublandlord will request Landlord's Consent, and Sublandlord shall not assign this use commercially reasonable efforts to obtain Landlord's Consent. Sublandlord shall pay any fees connected with obtaining Landlord's Consent required by the Lease, or sublet the Leased Premises, or any part thereofincluding, without limitation, those fees set forth in Section 14(D) of the Lease. Subtenant shall promptly deliver to Sublandlord any information reasonably requested by Landlord in connection with its approval of this Sublease including without limitation with respect to the nature and operation of Subtenant's business and/or the financial condition of Subtenant, in such forms as Subtenant currently maintains in the ordinary course of Subtenant's business and at no cost to Subtenant. If Sublandlord does not obtain Landlord's Consent on or within forty-five (45) days following submission of the fully executed Sublease Agreement and Landlord s Consent, Subtenant and Sublandlord shall each have the right to terminate this Sublease at any time thereafter upon thirty (30) days' prior written consent, which consent shall not be unreasonably withheld, conditioned or delayednotice to the other party; provided, however, Tenant shall have the party exercising such right to sublet up to fifty percent (50%) of may nullify the total rentable square feet contained within foregoing termination in the Leased Premises without the necessity of obtaining event Sublandlord obtains Landlord's Consent prior consent and without releasing to the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery expiration of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days day termination notice period. In the event this Sublease is terminated pursuant to this Section 23, then Sublandlord shall return the Letter of Credit and refund to Subtenant any assignment or sublettingRents deposited pursuant to this Sublease and, Tenant after such amounts, if any, have been refunded, neither the Sublandlord nor the Subtenant will have any further obligations under this Sublease. In connection with requesting such Landlord's Consent, Sublandlord shall provide (i) except as specifically provided otherwise herein, have no liability to Subtenant in the event that Landlord does not give Landlord's Consent, and (ii) not be required to pay any consideration to Landlord executed copies of all assignment in order to obtain such Landlord's Consent or subleasing documentsto commence a legal proceeding against Landlord.

Consent of Landlord. Tenant shall not assign this LeaseAny approval by Landlord of or consent by Landlord to any plans, specifications, or sublet the Leased Premises, other items to be submitted by Tenant to and/or reviewed by Landlord pursuant to this Exhibit "A" shall be deemed to be strictly limited to an acknowledgment of approval or any part thereof, without Landlord's prior written consent, which consent by Landlord thereto and such approval or consent shall not constitute an assumption by Landlord of any responsibility for the accuracy, sufficiency or feasibility of any plans, specifications or other such items and shall not imply any representation, acknowledgment or warranty by Landlord that the design is safe, feasible or structurally sound or will comply with any legal or governmental requirements. Any deficiency in design, although same had prior approval of Landlord, shall be unreasonably withheldsolely the responsibility of Tenant, conditioned and any deficiency in any construction by Tenant or delayed; provided, however, Tenant Tenant's Contractor shall have be solely the right to sublet up to fifty percent (50%) responsibility of Tenant. MOUNT VERNON PLACE PARTNERS EXHIBIT "B" FIFTH AMENDMENT TO ISS LEASE TENANT IMPROVEMENTS IN REMAINING SPACE EXHIBIT B LEGAL DESCRIPTION BUILDINGS 1 & 2 MOUNT VERNON PLACE XXX XXXX XXXXX XX XXXXXX XX XXXX xxxxx xxx xxxxx xx Xxxx Lot 35 of the total rentable 17th District, Fulton County, Georgia, and being more pxxxxxxxxxxx xxxxxxxxx xx xxxxxxx: TO FIND THE POINT OF BEGINNING, commence at Fulton County GIS Monument F451 and run thence South 51 degrees 55 mixxxxx 13 seconds East, a distance of 4,769.3 feet to a point located at the intersection of the southerly existing right-of-way line of Mount Vernon Highway (70-foot right-of-way) and the easterly existing right-xx-xxy line of Barfield Road (right-of-way varies); run thence along said easterly exxxxxxx right-of-way line of Barfield Road South 00 degrees 06 minutes 00 seconds East, a distance xx 00.08 feet to a one-half inch (1/2") rebar found; thence leaving said easterly existing right-of-way line of Barfield Road (right-of-way varies), run North 89 degrees 53 minutes 00 xxxxxds East, a distance of 11.37 feet to a point located on the easterly new right-of-way line of Barfield Road, said point being THE POINT OF BEGINNING; FROM THE POINX XX XXXINNING AS THUS ESTABLISHED, run thence North 89 degrees 53 minutes 30 seconds East, a distance of 188.60 feet to a one-half inch (1/2") rebar found; run thence North 89 degrees 53 minutes 30 seconds East, a distance of 13.99 feet to a point; run thence South 00 degrees 06 minutes 30 seconds East, a distance of 8.38 feet to a point; run thence South 89 degrees 53 minutes 58 seconds East, a distance of 125.81 feet to a point located on the westerly existing right-of-way line of Georgia 400 (right-of-way varies); run thence southerly along said westerly existing right-of-way line of Georgia 400 South 02 degrees 52 minutes 39 seconds West, a distance of 42.70 feet to a point; run thence along the arc of a curve to the left, said arc having a radius of 6,622.90 feet and being subtended by a chord which bears South 02 degrees 48 minutes 36 seconds West, an arc distance of 15.55 feet to a point; continue thence along said westerly existing right-of-way line of Georgia 400 (right-of-way varies) along the arc of a curve to the left, said arc having a radius of 6,622.90 feet and being subtended by a chord which bears South 02 degrees 42 minutes 57 seconds West, an arc distance of 468.64 feet to a point[??? CONFIRM PREVIOUS CALL WHICH IS NOT SHOWN ON LATEST REVISION OF SURVEY]; thence leaving said westerly existing right-of-way line of Georgia 400 (right-of-way varies), run North 88 degrees 32 minutes 29 seconds West, a distance of 318.70 feet to a point located on the easterly new right-of-way line of Barfield Road (right-of-way varies); run thence along said easterly nxx xxxxx-of-way line of Barfield Road North 00 degrees 06 minutes 00 seconds West, a distance xx 000.77 feet to a point, said point being THE POINT OF BEGINNING. Said property containing 170,041 square feet or 3.9036 acres, more or less, and being shown and depicted on that certain plat of survey captioned, "Boundary Survey, New Right-of-Way Along Mt. Vernon Hwy.," prepared for Mount Vernon Place Partners, LLC by HDR/WL Xxxxxn, under certification and xxxx xf Clyde R. Eldredge, PLS, Gexxxxx Xxxistered Land Surveyor No. 2659, daxxx Xxxxx 00, 0001, last revised May 8, 2002, which survey is incorporated herein and made a part hereof by this reference. TOGETHER WITH those certain rights and easements as described in and pursuant to the terms and conditions of that certain [Reciprocal Easement Agreement by and among Mount Vernon Place Partners, LLC, Spring Creek Partners, LLC and the Develoxxxxx Authority of Fulton County, Georgia dated____________________________________, 2000, xx be recorded in the records of Fulton County, Georgia.] ALSO TOGETHER WITH a non-exclusive xxxxxs and parking easement as contained within in and pursuant to the Leased Premises without the necessity terms and conditions of obtaining Landlord's prior consent that certain Access and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignmentParking Easement Agreement by and between Spring Creek Partners, Tenant shall first notify Landlord in writing LLC and Mount Vernon Place Partners, LLC, dated as of its election to sublease all or a portion November 30, 1999, and recordxx xx Deed Book 28068, Page 272 of the Leased Premises or records of Fulton County, Georgia. ALSO TOGETHER WITH those certain rixxxx xnd easements as contained in and pursuant to assign this Lease or any interest hereunderthe terms and conditions of that certain Storm and Sanitary Sewer Agreement by and among Investment Capital Company/Mount Vernon, Gary Unell, Edward J. Levin, Nancy B. Brooks and John Albert Xxxxxx, Xx-Xxxxxxxs xxxxx Xxxxxxxxxon xx Xxxxx Xxxxxnated Xxxoxx Xxxxx xxxxd July 19, 1982, and shall provide Landlord current financial information recorded in Book 8920, Page 238 xx xxe records of Fulton County, Georgia. DRAFT: 6-07-01 MOUNT VERNON PLACE (XXXXXXXX 0) LEASE AGREEMENT THIS LEASE, made and other information requested entered into as of this 8th day of June 2001, by Landlord regarding and between SPRING CREEK PARTNERS, L.L.C., a Georgia limited liability company (hereinafter referred to as the proposed assignee or subtenant. At any time within fifteen "Landlord") and INTERNET SECURITY SYSTEMS, INC., a Georgia corporation (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses hereinafter referred to consent to as the sublease or assignment. Landlord shall not have as the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documents.");

Consent of Landlord. Tenant shall not assign this Lease, Lease or sublet the Leased Premises, in whole or any part thereofin part, without Landlord's the prior written consentconsent of Landlord; however, which such consent shall not be unreasonably withheld, conditioned delayed, or conditioned, except that any assignment that is not a Permitted Transfer shall be subject to Landlord’s receipt of reasonable assurance as to the credit worthiness of any such proposed assignee. The use of the Premises by any such assignee or sublessee must be approved by Landlord, provided such consent shall not be unreasonably withheld, delayed, or conditioned, and shall not violate any recorded restriction or any existing exclusives of other tenants at the time of such assignment or sublet. Landlord shall, by written notice to Tenant within ten (10) business days of its receipt of the required information and documentation, either: (A) consent to the transfer, or (B) reasonably refuse to consent to the transfer. Notwithstanding any provision of this Lease to the contrary, Tenant may assign or sublease the Premises without Landlord’s consent to a corporation controlling, controlled by, or under common control with, Tenant, to the surviving corporation in a merger or other corporate reorganization in which Tenant is involved, or to a purchaser of all or substantially all of the assets of Tenant (collectively “Tenant Affiliate”), provided that all of the following conditions are satisfied (a “Permitted Transfer”): (A) Tenant is not then in default under this Lease after giving effect to applicable notice grace and cure periods; provided, however(B) said Tenant Affiliate shall own all or substantially all of the assets of Tenant; and (C) said Tenant Affiliate shall have a net worth which is at least equal to the greater of Tenant’s net worth at the date of this Lease. In the event of a Permitted Transfer to a Tenant Affiliate, Tenant shall have be released of all obligations under this Lease effective the right to sublet up to fifty percent (50%) date of the total rentable square feet contained within assignment or sublease. A public offering, issuance, transfer or distribution of all or substantially all of Tenant’s stock (including distributions pursuant to an employee benefit program), shall constitute an assignment for the Leased Premises without purposes of this Lease. Except for a Permitted Transfer to a Tenant Affiliate in accordance with this Section, Tenant shall at all times remain liable for the necessity payment of obtaining Landlord's prior consent Base Rent and without releasing the Tenant from liability Additional Rent herein and for compliance with all of its other obligations under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of In the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery event of such informationPermitted Transfer, Landlord shall notify Tenant that it consents or refuses to Landlord’s consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any waive the requirement that Landlord’s consent be obtained for further assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentssublets.

Consent of Landlord. Tenant shall not assign this Lease, or sublet Landlord hereby consents to the Leased Premises, or any part thereof, without subletting of the Sublease Premises to Subtenant pursuant to the terms of the Sublease. Landlord's prior written consent, which ’s consent shall not be unreasonably withheldrelease or discharge Tenant of any of its obligations under the Master Lease or release, conditioned discharge or delayed; providedalter the primary liability of Tenant to pay rent and all other sums due under the Master Lease and to perform and comply with all other obligations of Tenant under the Master Lease. As between Landlord and Tenant, howeverthe Sublease shall not alter, Tenant amend or otherwise modify any provisions of the Master Lease. Landlord shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior no obligations to any sublease or assignment, Tenant shall first notify Landlord party in writing of its election to sublease all or a portion of connection with the Leased Sublease Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding than those obligations set forth in the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignmentMaster Lease. Landlord shall not have be bound or estopped in any way by the right to recapture provisions of the Sublease. This Agreement shall not be construed as a consent by Landlord to, or as permitting, any sublease other or assignment space. Any denial of such sublease further subletting or assignment by Tenant or Subtenant. Landlord as hereinabove provided must shall not (i) be predicated upon a "commercially reasonable basis" liable to Subtenant for any act, omission or breach of the Sublease by Tenant, (ii) be subject to any offsets or defenses which Subtenant might have against Tenant, (iii) be bound by any Base Rent or Additional Rent which Subtenant might have paid in advance to Tenant, or (iv) be bound to honor any rights of Subtenant in any security deposit made with Tenant, except to the extent Tenant has delivered such denialsecurity deposit to Landlord. Tenant shall retain hereby agrees that in the event of termination of the Master Lease, Tenant shall, upon the written demand of Landlord, immediately pay or transfer to Master Landlord any profits paid in connection with a sublease security deposit, rent or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred other sums then held by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsfrom Subtenant.

Consent of Landlord. Tenant Landlord’s written consent to this Sublease in accordance with the terms of the Master Lease is a condition precedent to the validity of the Sublease. If Landlord’s consent has not been obtained in a form acceptable to Sublessee, in its reasonable discretion, and a copy of that consent delivered to Sublessee by the thirtieth (30th) day following the date of this Sublease, each party shall not assign thereafter have the ongoing right, subject to the terms of this LeaseSection 13, or sublet to terminate this Sublease pursuant to a notice (the Leased Premises“Termination Notice”) so stating delivered to the other party. If Sublessor fails to deliver to Sublessee the consent of Landlord to this Sublease within ten (10) days following delivery of the Termination Notice (the “Termination Date”), or this Sublease shall automatically terminate and the parties shall be released from any part thereof, without Landlord's prior written consent, which consent further obligations under this Sublease and the prepaid Sublease Rent and Security Deposit shall not be unreasonably withheld, conditioned or delayed; providedpromptly returned to Sublessee. If, however, Tenant Sublessor delivers to Sublessee the consent of Landlord on or before the Termination Date, the condition subsequent set forth in this Section 13 shall have be satisfied and this Sublease shall continue in full force and effect. In the right event that Sublessee desires to sublet up make any alterations or improvements, or otherwise take any action that will require the consent of Landlord and Sublessor, then Sublessor shall (i) use reasonable and diligent efforts to fifty percent (50%) obtain such consent of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15ii) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of unreasonably withhold its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documents.

Consent of Landlord. Tenant This Sublease is subject to the consent of Landlord. Sublandlord shall utilize commercially reasonable and diligent efforts to procure the consent of Landlord within the time required by this Sublease and Subtenant shall reasonably cooperate in that effort. Sublandlord agrees to submit a copy of this Sublease and request Landlord’s consent thereto promptly after the full execution and delivery hereof. In the event that this Sublease is not assign approved by Landlord within forty five (45) days from the date of this LeaseSublease, either of Sublandlord or sublet Subtenant may cancel this Sublease by written notice to the Leased Premisesother party, or any part thereof, without Landlord's provided that said written notice is given prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have to the right delivery to sublet up to fifty percent (50%) the canceling party of the total rentable square feet contained within the Leased Premises without the necessity approval of obtaining this Sublease by Landlord's prior consent and without releasing the Tenant from liability under . In connection with seeking Landlord’s approval of this Lease. Prior Sublease (i) either or both parties agree to any sublease or assignment, Tenant shall first notify Landlord in writing of its election make such reasonable modifications to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information Sublease as may be requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery as conditions to approval, so long as none of such informationmodifications adversely affect in a material way the economic terms of this Sublease, increase in a material way the liability of either party hereunder, or adversely affect Subtenant’s rights hereunder, including without limitation, Subtenant’s right to receive services from Landlord, and (ii) Sublandlord shall be permitted to deliver to the Landlord any financial statements of Subtenant or others which Subtenant shall notify Tenant deliver to Sublandlord, provided Landlord executes a non disclosure agreement reasonably acceptable to Subtenant. It is contemplated that it consents Sublandlord, Subtenant, and Landlord will enter into a Consent to Sublease (“Consent”) dated on or refuses after the date of this Sublease pursuant to which Landlord will consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunderthis Sublease, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transferterms and provisions of the Consent, a sample form of which shall include, but not be limited to, tenant improvements, leasing commissions Consent is attached hereto as Exhibit C and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under incorporated herein by this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsreference.

Consent of Landlord. Tenant shall not assign this Sublessor believes that, under the terms of the Prime Lease, or sublet this First Amendment is not subject to Landlord’s consent. Promptly following the Leased Premises, or any part thereof, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice execution and delivery of such informationthis First Amendment, Sublessor shall deliver the notice to Landlord shall notify Tenant that it consents or refuses to consent required by Section 23 of the Prime Lease, identifying the Subtenant, Subtenant’s business, the anticipated Effective Date of this First Amendment and Expansion Date, a certification as to the sublease or assignmentMonthly Sublet Profit (if any), and, if validly requested by Landlord, providing to Landlord a copy of this First Amendment. Landlord shall If, for any reason, it is determined that Landlord’s consent is required for this First Amendment, and if such consent is not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within received within thirty (30) days after Landlord has notified Sublessor of the requirement of Landlord’s approval, then Sublessor shall have the right, by notice to Subtenant, given prior to receipt of Landlord’s consent, to cancel this First Amendment, in which case the Original Sublease shall continue, unmodified, and shall terminate in accordance with its express provisions. Further, if for any reason, it is determined that Landlord’s consent is required for this First Amendment, any fees and costs due to Landlord pursuant to Section 23.B. of the Prime Lease shall be split evenly between Sublessor and Subtenant. Sublessor shall promptly deliver a copy of any assignment or subletting, Tenant shall provide to notice from Landlord executed copies regarding Landlord’s consent of all assignment or subleasing documentsthis First Amendment.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of one hundred fifty (150) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect to exercise the termination right, or (ii) after the expiration of the Acceptance Period in the event Landlord shall not give any or timely notice under Section 12.3, as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premisesportion of the Premises in accordance with the Proposed Transfer Notice or Notice of Intent to Transfer, or any part thereofas the case may be, without Landlord's provided that, in each instance, Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right . If Landlord fails to sublet up respond to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent a proper and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time complete Proposed Transfer Notice within fifteen (15) business days after service of said notice and delivery following receipt of such information, Landlord shall notify Tenant that it consents or refuses to Proposed Transfer Notice and a written request for Landlord’s consent to the sublease or assignment. Landlord shall not have the right to recapture any proposed sublease or assignment space. Any denial of described in such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Proposed Transfer Notice, then Tenant shall retain any profits paid be entitled to send Landlord a second notice requesting Landlord’s approval thereto (“Second Transfer Notice”) which shall state in connection with bold face, capital letters at the top thereof: “WARNING: SECOND REQUEST. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL THEREOF.” If Landlord does not respond within five (5) business days after receipt of the Second Transfer Notice, then Landlord’s consent to the proposed assignment or subletting described in such transfer request shall be deemed to have been granted. If Tenant does not enter into a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection accordance with the space subject Proposed Transfer Notice or Notice of Intent to Transfer, as the transfercase may be, which within such one hundred twenty (120) day period, then the provisions of Section 12.3 shall includeagain apply prior to Tenant entering into any proposed sublease or assignment. Without limiting the foregoing standard, but Landlord shall not be limited to, tenant improvements, leasing commissions and the time deemed to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of be unreasonably withholding its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in consent to such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all a proposed assignment or subleasing documents.if:

Consent of Landlord. Tenant shall not assign this Lease, or sublet the Leased Premises, or any part thereofnot, without Landlord's prior written consent, which may be given or withheld in Landlord's sole discretion, make any alterations, improvements, additions, utility installations or repairs (hereinafter collectively referred to as "ALTERATIONS") in, on or about the Premises or the Project. Landlord shall respond to Tenant's written request for consent hereunder within fifteen (15) business days after Landlord's receipt of such written request. If Landlord fails to respond in writing to Tenant's written request for Landlord's approval of any proposed Alteration (the "First Request") within fifteen (15) business days following Landlord's receipt of the First Request, then Tenant shall send to Landlord a second written request for Landlord's approval (the "Second Request"), which such Second Request shall contain a statement in bold letters of a large font at the top such document stating that "Landlord's failure to respond to this document within seven (7) business days will constitute Landlord's deemed approval of the Alteration requested herein." If Landlord fails to respond to the Second Notice within seven (7) business days following Landlord's receipt of the Second Notice, then such failure shall be deemed to constitute Landlord's approval of the Alteration. If, as a result of any Alteration made by Tenant, Landlord is obligated to comply with the Americans With Disabilities Act or any other law or regulation, and such compliance requires Landlord to make any improvement or alteration to any portion of the Project, as a condition to Landlord's consent, Landlord shall have the right to require Tenant to pay to Landlord, prior to the construction of any Alteration by Tenant, the entire cost of any improvement or alteration Landlord is obligated to complete by such law or regulation. In performing Alterations, Tenant shall use only such architect and contractor as has been expressly approved by Landlord in the exercise of Landlord's reasonable discretion. In addition, in connection with any Alteration requiring Landlord's consent, Tenant shall pay Landlord's reasonable out-of-pocket costs incurred to review Tenant's Alteration plans within thirty (30) days of Tenant's receipt of an invoice therefor accompanied by reasonably satisfactory supporting documentation. In the event Tenant makes any Alterations, Tenant agrees to obtain or cause its contractor to obtain, prior to the commencement of any work, "builders all risk" insurance in an amount reasonably approved by Landlord, workers' compensation insurance and any other insurance requested by Landlord and consistent with Local Standards. The foregoing notwithstanding, Landlord will not be unreasonably withheldwithhold, conditioned condition or delayed; provideddelay its consent to any non-structural Alteration provided that Tenant otherwise complies with the provisions of this Article 13 and that such Alterations (i) are not visible from the exterior of the Premises, howeverand (ii) do not adversely affect any of the Building systems or structure. Furthermore, Tenant shall have the right to sublet up make cosmetic, non-structural Alterations (i.e., painting, carpeting, wall papering) to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the written consent, provided that Tenant from liability under this Leaseprovides Landlord with prior written notice of its intention to make such Alterations. Prior to any sublease or assignmentIn addition, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture make non-structural Alterations that (i) do not adversely affect any sublease of the Building systems or assignment space. Any denial structure, (ii) are located solely within the interior of such sublease or assignment by Landlord as hereinabove provided must be predicated upon the Building, and (ii) cost less than Fifty Thousand Dollars ($50,000.00) per Alteration (hereinafter, a "commercially reasonable basis" for Minor Alteration") to the Premises without obtaining Landlord's prior written consent, provided that Tenant provides Landlord with prior written notice of its intention to make such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection Minor Alteration and otherwise complies with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant provisions of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsArticle 13.

Consent of Landlord. Tenant Anything contained in this Sublease to the contrary notwithstanding, this Sublease is subject to the written consent ("Consent") of Landlord to this Sublease, and notwithstanding the execution of this Sublease by the parties hereto, the term of this Sublease shall not assign this Lease, or sublet the Leased Premises, or any part thereof, without commence until Sublandlord receives Landlord's prior written consentConsent. Subtenant agrees to provide to Landlord promptly, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information of Subtenant reasonably requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject issuance of such consent or evaluation of Subtenant. If Landlord fails to deliver the transferConsent, which shall includeon Landlord's standard form and otherwise reasonably satisfactory to Sublandlord and Subtenant, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within within thirty (30) days of any assignment or subletting, Tenant shall provide after this Sublease is submitted to Landlord executed copies for its consent by Sublandlord (provided such delay is not caused by Subtenant's failure to submit information requested by Landlord, in which event such thirty (30) day period shall be extended one (1) day for each day of delay caused by Subtenant's failure to provide such information), Subtenant shall have the right, commencing on the thirty first (31st) day, to terminate this Sublease by providing not less than five (5) days' prior written notice to Sublandlord prior to receipt of the Consent by Sublandlord. Upon the expiration of such five (5) day period, provided Landlord's Consent has not been obtained, this Lease shall terminate, Subtenant shall receive a refund of all assignment amounts paid by Subtenant to Sublandlord on account of this Sublease, without any deduction or subleasing documentssetoff whatsoever and there shall be no further liability on the part of Sublandlord or Subtenant under this Sublease. Sublandlord agrees to deliver a fully executed copy of this Sublease to Landlord for Landlord's consent (with a copy to Subtenant), within three (3) business days after Sublandlord's receipt of an original of this Sublease executed by Subtenant. Landlord's Consent shall be obtained by Sublandlord at no cost or expense to Subtenant.