Common use of Landlord’s Consent Clause in Contracts

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. Landlord and Tenant shall perform their respective obligations with respect to design and construction of any initial improvements to be constructed and installed in the Premises (the “Tenant Improvements”), as provided in the Work Letter Agreement attached hereto as Exhibit B. Except for any Tenant Improvements to be constructed by Tenant as provided in the Work Letter Agreement, Tenant shall not make any alterations, improvements or changes to the Premises, including installation of any security system or telephone or data communication wiring (“Alterations”), without Landlord’s prior written consent. Notwithstanding any other provision contained herein, Tenant shall not be required to obtain Landlord’s prior consent for minor, non-structural Alterations that (a) If Tenant desires Landlord’s consent to do not affect any Transferof the Building Systems or Base Building (as defined below), Tenant shall notify Landlord in writing(b) are not visible from the exterior of the Premises, which notice (c) do not affect the water tight character of the Building or its roof, (d) do not require a building permit, (e) do not move any interior walls or otherwise change the layout of the Premises, and (f) cost less than Fifty Thousand Dollars ($50,000) (collectively, “Transfer NoticeMinor Changes”) shall include (i) so long as Tenant gives Landlord notice of the proposed effective date of Minor Change at least ten days prior to commencing the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) Minor Change and complies with all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; . Landlord’s right to review and approve (viior withhold approval of) Tenant’s plans, drawings, specifications, contractor(s) and other aspects of construction work proposed by Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering intended solely to lease other space located in the Building without prior notice to and approval by protect Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Property and Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause interests. No approval or consent by Landlord shall be deemed or construed to be in violation of any covenant a representation or restriction contained in another lease at warranty by Landlord as to the Propertyadequacy, sufficiency, fitness or suitability thereof or compliance thereof with applicable Laws or other requirements.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingnot assign its interests hereunder, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the sublease all or any portion of the Premises (for purposes of this Lease, a license shall be deemed to be transferreda sublease), (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and allow any other information required by Landlord which will enable Landlord person to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use or occupy any portion of the Premises. (b) In , without the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in partprior written consent of Landlord, Landlord’s consent to a proposed Transfer which shall not be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing, provided and upon condition thatit shall be reasonable for Landlord to deny consent if: (a) The financial strength of the proposed assignee or subtenant, both in terms of net worth and in terms of reasonably anticipated cash flow over the Lease term, is materially less than Tenant's financial strength at the time this Lease was signed. (b) The proposed assignee or subtenant will burden the Premises and/or Common Areas to an extent substantially disproportionate to typical tenants of the Building, whether through disproportionate demand for landlord services or utilities, disproportionate bearing weights on floor areas, disproportionate parking requirements, deterioration of floors or other elements of the Building, or otherwise. (c) The proposed assignee or subtenant intends to make substantial alterations to the Premises which would, in Landlord's reasonable judgment, result in a material net decrease in the value of the Premises as improved. (d) The proposed assignee's or subtenant's use of the Premises will not, in Landlord's reasonable judgment, be compatible with the uses of the other tenants in the Building or will be appropriate for first class executive offices and biomedical laboratories. (e) The use to be made of the Premises by the proposed transferee is (i) There shall not be an Event generally consistent with the character and nature of Default that remains uncured; all other tenancies in the Building, or (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged a use which conflicts with any so-called "exclusive" then in a business which is in keeping with the then standards favor of another tenant of the Building and Property and the proposed use is limited to the Permitted Use; Building, or (iii) a use which would be prohibited by any other portion of this Lease (including, but not limited to, any rules and regulations then in effect). (f) The proposed Transferee transferee is either a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion;governmental agency or instrumentality thereof. (ivg) Neither (A) Either the proposed Transferee nor (B) transferee or any person or entity which, which directly or indirectly, indirectly controls, is controlled by, by or is under common control with, with the proposed Transferee, is then an occupant of any part transferee (i) occupies space in the Building at the time of the Property; request for consent, or (ii) is negotiating with Landlord or has negotiated with Landlord during the six (6) month period immediately preceding the date of the proposed transfer, to lease space in the Building but, in either case, only in the event Landlord has an equivalent amount of square footage available in the Building for the term set forth in the request for approval by Tenant. With respect to any proposed assignment or subleasing requiring Landlord's consent, Tenant shall submit to Landlord in writing, at least 30 days prior to the effective date of the assignment or sublease, (i) a notice of application to assign or sublease, setting forth the proposed effective date, which shall be not less than 30 or more than 180 days after the delivery of such notice; (ii) the name of the proposed transferee; (iii) the nature of the proposed transferee's business to be carried on in the Premises; (iv) the terms of the proposed sublease or assignment; and (v) The a current financial statement of the proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) transferee. Tenant shall not have advertised or publicized submit any such application to Landlord until Tenant has received a bona fide offer from the proposed transferee, and Tenant shall furnish Landlord, in any way addition to the availability foregoing, with all other information reasonably required by Landlord with respect to such transfer and transferee including, without limitation, a copy of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located proposed sublease, if applicable. Any transfer (or sequence of transfers resulting, in the Building without prior notice to and approval by Landlordaggregate, which approval in the transfer) of 50% or more of the beneficial ownership of Tenant shall constitute an assignment for purposes of this Article, except as expressly set forth herein. Notwithstanding the foregoing, the offering of Tenant's stock as part of a qualified public offering or the trading of Tenant's stock on a nationally recognized stock exchange shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to deemed a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, transfer as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyaforesaid.

Landlord’s Consent. (a) If Tenant desires Tenant’s request for Landlord’s consent to any Transfer, Tenant Transfer shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than made at least thirty (30) days nor more than one hundred eighty (180) days after prior to the effective date of delivery the proposed Transfer, describe the details of the Transfer Noticeproposed Transfer, (ii) a description including the name, business and financial condition of the portion of prospective Transferee, and the Premises to be transferred, (iii) all of the financial terms of the proposed Transfer and the (e.g., payments in consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all operative documents information required herein) its consent to evidence such Transfer and all agreements incidental any assignment or related to such Transfer, (iv) current financial statements subletting of the proposed Transferee certified by an officerPremises, partner or owner thereofprovided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In Premises are inconsistent with the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; Permitted Uses; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping dissatisfaction with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial net worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business financial condition of the proposed Transferee would cause Landlord as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any covenant Legal Requirement, including without limitation any Legal Requirement governing contracts or restriction contained agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in another lease at the PropertyUnited States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. (a) If Tenant desires requests Landlord’s consent to an assignment of this Lease or a subletting of all or any Transferpart of the Leased Premises, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include submit to Landlord: (i) the proposed effective date name of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, proposed assignee or subtenant; (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address assignment or subletting together with a conformed or photostatic copy of the proposed Transfereeassignment or sublease, and an executed copy which information shall include the effective date of commencement of any such assignment of this Lease or sublease of all documentation effectuating or part of the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, Leased Premises; (iviii) current financial statements the nature of the proposed Transferee certified by an officer, partner assignee or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transfereesubtenant’s business and its proposed use of the Leased Premises; (iv) such information as to its financial responsibility and general reputation as Landlord may reasonably require; and (v) a summary of plans and specifications, if any, revising the floor layout of the Leased Premises. (b) Upon the receipt of all such information from Tenant, Landlord shall within fifteen (15) days of its receipt of Tenant’s request to assign or sublet, notify Tenant whether Landlord consents to or rejects the proposed assignment or subletting. (c) In lieu of either consenting to or rejecting Tenant’s request, Landlord shall have the event Landlord does not exercise its options pursuant option, to Section 6.5 below be exercised in writing within said fifteen (15) day period, to recapture the Premises or cancel and terminate this Lease if the request is to assign this Lease or to sublet all of the Leased Premises or, if the request is to sublet a portion of the Leased Premises for all of the remaining Term only, to cancel and terminate this Lease with respect to such portion. Tenant shall have ten (10) business days after Landlord exercises its option to cancel and terminate this Lease, to notify Landlord of the withdrawal of its request to assign or sublet. If Tenant so notifies Landlord, Tenant’s request to assign or sublet shall be deemed withdrawn, and this Lease shall remain in whole full force and effect. If Tenant does not withdraw its request to assign or sublet in partaccordance with this Section, Landlord’s consent the Lease shall be cancelled and terminated, and the effective applicable cancellation date shall be that date equivalent to the proposed effective commencement date referred to in Section 18.2(a)(ii) above. Landlord and Tenant agree to enter into a written agreement in recordable form to reflect any Lease termination or Lease modification required hereunder. (d) If Tenant does not withdraw its request to assign or sublet as aforesaid, and Landlord shall cancel this Lease, Tenant shall surrender possession of the Leased Premises, or the portion of the Leased Premises which is the subject of the request, as the case may be, on the date set forth in such notice in accordance with the provisions of this Lease relating to surrender of the Leased Premises. If this Lease shall be canceled as to a proposed Transfer shall not be unreasonably withheldportion of the Leased Premises only, conditioned or delayed, provided and upon condition that: (i) There the Base Rent payable by Tenant hereunder and Tenant’s Proportionate Share of Operating Expenses shall not be an Event reduced proportionately according to the ratio that the portion of Default that remains uncured; space surrendered bears to the entire Leased Premises and (ii) In Landlord, at Tenant’s expense, shall have the right to make any alterations to the Leased Premises required, in Landlord’s reasonable judgment judgment, to make the proposed Transferee is engaged in a business which is in keeping with the then standards portion of the Building and Property and the proposed use is limited Leased Premises surrendered a self-contained rental unit with access through corridors to the Permitted Use; (iii) The proposed Transferee is a reputable entity elevators and has sufficient financial worth toilets serving such space. At Landlord’s request, Tenant shall execute and stability in light of the responsibilities to be undertakendeliver an agreement, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with Landlord, setting forth any modifications to this Lease contemplated or resulting from the applicable provisions operation of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by LandlordSection; however, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in neither Landlord’s reasonable judgment, a portion of failure to request such agreement nor Tenant’s failure to execute such agreement shall vitiate the Premises which is independently leasable space; (ix) The holder effect of any Superior Mortgage and/or Superior Lease, as applicable, consents cancellation pursuant to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertythis Section.

Landlord’s Consent. (a) If Tenant desires Landlord’s Landlord shall not unreasonably withhold its consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “proposed Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after Subject Space to the date of delivery of Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, (ii) a description the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the portion following apply: (1) transferee is of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental a character or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner reputation or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping not consistent with the then standards quality of the Building and Property and or the proposed use Project; (ii) transferee is limited to the Permitted Use; (iii) The proposed Transferee is not a reputable entity and has sufficient party of reasonable financial worth and and/or financial stability in light of the responsibilities to be undertakenundertaken in connection with the transfer on the date consent is requested; (iii) transferee intends to use the applicable portion(s) of the Premises for purposes which, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; are not permitted under this Lease; (iv) Neither transferee is either a governmental agency or instrumentality thereof; or (Av) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled bytransfer would cause a violation of another lease for space in the Project, or is would give an occupant of the Project a right to cancel its lease. Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed transferee claims that Landlord has unreasonably withheld or delayed its consent under common control withSection 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all Applicable Laws, on behalf of the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) . Tenant shall not have advertised indemnify, defend and hold harmless Landlord from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building parties (including without prior notice to and approval limitation Tenant's proposed subtenant or assignee) who claim they were damaged by Landlord, which approval shall not be unreasonably withheld, conditioned 's wrongful withholding or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in conditioning of Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.'s consent,

Landlord’s Consent. (ai) If Tenant desires shall not make or permit to be made any alterations, additions or improvements ("Alterations") to the Premises or any part thereof without the prior written consent of Land lord in each instance, which may be granted or withheld in Landlord’s sole discretion. (ii) Landlord will not unreasonably withhold or delay its consent to any TransferAlterations, provided and upon the condition that all of the following conditions shall be satisfied: (A) the Alterations do not affect the outside appearance of the Building; (B) the Alterations are nonstructural and do not impair the strength of the Building or any part thereof; (C) the Alterations are to the interior of the Premises and do not affect any part of the Building outside of the Premises; (D) the Alterations do not affect the proper functioning of the Building systems or other utilities, systems and services of the Building, or materially increase the usage thereof by Tenant; (E) Landlord shall have approved the final plans and specifications for the alterations, any subsequent changes thereto, and all contractors and subcontractors who will perform them; and (F) all costs and expenses incurred in connection with the Alterations, including the construction and installation thereof, the preparation of the plans and specifications therefore, and the attaining of all necessary governmental approvals and permits, shall be paid by Tenant. In the event that Landlord grants its consent to any Alterations hereunder, such consent may be conditioned upon the requirement that Tenant provide a lien completion bond in form and amount satisfactory to Landlord. (iii) Not less than five (5) days prior to commencement of any approved Alterations, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the TransferAlterations work commencement date so that Landlord may post notices of nonresponsibility in and around the Premises. All approved Alterations shall comply with all Laws, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the other terms of the proposed Transfer this Lease, and the consideration therefor, including the name final plans and address of the proposed Transfereespecifications approved by Landlord, and an executed copy Tenant shall fully and promptly comply with and observe any Rules and Regulations of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease then in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping force with the then standards of the Building and Property and the proposed use is limited respect to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light making of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined Alterations and/or imposed by Landlord in connection with its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part approval of the Property; (v) The proposed Transferee is not a person or entity with whom Lplans and specifications for the Alterations. ▇▇▇▇▇▇▇ is then▇▇'s review and approval of ▇▇▇▇▇▇'s plans and specifications are solely for Landlord's benefit. Upon completion of any approved Alterations, Tenant shall provide to Landlord “as-built” plans, copies of all constru ction contracts, building permits, inspection reports and all other required governmental approvals, together with proof of payment of all labor and materials. Tenant shall be responsible for any additional alterations and improvements required by applicable Laws to be made to or in the Premises or the Building as a result of any Alterations to the Premises made by or for Tenant. Landlord shall have no duty toward Tenant, nor shall Landlord be deemed to have made any representation or warranty to Tenant, with respect to the safety, adequacy, correctness, efficiency or compliance with Laws of the design of the Alterations, the plans and specifications therefore, or during any other matter regarding the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the PropertyAlterations.

Landlord’s Consent. (ai) If Tenant desires shall not make or permit to be made any alterations, additions or improvements (“Alterations”) to the Premises or any part thereof without the prior written consent of Landlord in each instance, which may be granted or withheld in Landlord’s sole discretion. (ii) Landlord will not unreasonably withhold or delay its consent to any TransferAlterations, provided and upon the condition that all of the following conditions shall be satisfied: (A) the Alterations do not affect the outside appearance of the Building; (B) the Alterations are nonstructural and do not impair the strength of the Building or any part thereof; (C) the Alterations are to the interior of the Premises and do not affect any part of the Building outside of the Premises; (D) the Alterations do not affect the proper functioning of the Building systems or other utilities, systems and services of the Building, or materially increase the usage thereof by Tenant; (E) Landlord shall have approved the final plans and specifications for the alterations, any subsequent changes thereto, and all contractors and subcontractors who will perform them; and (F) all costs and expenses incurred in connection with the Alterations, including the construction and installation thereof, the preparation of the plans and specifications therefore, and the attaining of all necessary governmental approvals and permits, shall be paid by Tenant. In the event that Landlord grants its consent to any Alterations hereunder, such consent may be conditioned upon the requirement that Tenant provide a lien completion bond in form and amount satisfactory to Landlord. (iii) Not less than five (5) days prior to commencement of any approved Alterations, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the TransferAlterations work commencement date so that Landlord may post notices of nonresponsibility in and around the Premises. All approved Alterations shall comply with all Laws, which the other terms of this Lease, and the final plans and specifications approved by Landlord, and Tenant shall not be less than thirty (30) days nor more than one hundred eighty (180) days after fully and promptly comply with and observe any Rules and Regulations of Landlord then in force with respect to the date making of delivery Alterations and/or imposed by Landlord in connection with its approval of the Transfer Noticeplans and specifications for the Alterations. Landlord’s review and approval of Tenant’s plans and specifications are solely for Landlord’s benefit. Upon completion of any approved Alterations, (ii) a description Tenant shall provide to Landlord “as-built” plans, copies of the portion all construction contracts, building permits, inspection reports and all other required governmental approvals, together with proof of the Premises payment of all labor and materials. Tenant shall be responsible for any additional alterations and improvements required by applicable Laws to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents made to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture in the Premises or terminate this Lease in whole the Building as a result of any Alterations to the Premises made by or in partfor Tenant. Landlord shall have no duty toward Tenant, Landlord’s consent nor shall Landlord be deemed to a proposed Transfer shall not be unreasonably withheldhave made any representation or warranty to Tenant, conditioned with respect to the safety, adequacy, correctness, efficiency or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping compliance with the then standards Laws of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light design of the responsibilities to be undertakenAlterations, based on evidence provided by T▇▇▇▇▇ (the plans and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled byspecifications therefore, or is under common control with, any other matter regarding the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the PropertyAlterations.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent Landlord shall be entitled to consider any Transfer, Tenant shall notify Landlord reasonable factor in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall determining whether or not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheldassignment or sublease. Without limiting any other circumstances in which it may reasonable for Landlord to withhold its consent to a proposed assignment or sublease, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is acknowledges and agrees that it shall be reasonable for Landlord to withhold its consent to any proposed assignment or sublease if any of the following conditions shall not be satisfied: (a) The financial condition of the proposed assignee or sublessee shall be equal to or greater than Tenant's financial condition as of the date hereof and shall satisfy Landlord's then-current credit standards for tenants of the Building or Project, and the proposed assignee or during sublessee shall otherwise have the preceding nine (9) months has been, actively negotiating financial capacity to lease space at the Propertyperform all obligations under this Lease to be performed by Tenant; (vib) The proposed Transfer use of the Premises by the proposed assignee or sublessee shall be in form reasonably satisfactory to Landlord and shall (i) comply with the applicable provisions of this Article 6;6 hereof, (ii) be consistent with the general character of businesses carried on by tenants of a first-class office building, (iii) not increase the likelihood of damage or destruction to the Premises, the Building, or the Project, (iv) not increase the density or occupancy of the Premises, (v) not be likely to cause an increase in the insurance premiums for insurance policies carried by Landlord with respect to the Building or Project, or (vi) not otherwise adversely impact the Premises, the Building, the Project or Landlord's interest therein; or (viic) Tenant Any mortgagee or beneficiary under a deed of trust whose consent to the assignment or sublease is required shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyconsent thereto.

Landlord’s Consent. (a) If Notwithstanding any statutory provision to the contrary, it shall not be considered unreasonable for the Landlord to withhold its consent if, without limiting any other factors or circumstances which the Landlord may reasonably take into account: 15.2.1 the Tenant desires is then in default under this Lease; 15.2.2 the proposed Transfer would be or could result in violation or breach of any covenants or restrictions made or granted by the Landlord to other tenants or occupants, or prospective tenants or occupants, of the Development; 15.2.3 in the Landlord’s reasonable opinion, the reputation, type and quality of business and business history of the proposed Transferee is not satisfactory; 15.2.4 the proposed Transfer is to an existing tenant or other occupant of space in the Development and the Landlord has or will have during the next six (6) months suitable space for rent in the Building for such proposed tenant; 15.2.5 the use of the Premises by the proposed Transferee, could result in excessive use of the elevators or other Building Systems, be inconsistent with the image and standards of the Development, expose the occupants of the Development to risk of harm, damage or interference with their use and enjoyment thereof or is prohibited by the Lease; 15.2.6 where the proposed Transferee does not intend to physically occupy the demises and carry on business from the Premises; or 15.2.7 where the Landlord has reasonable grounds to believe that the proposed Transferee is not sufficiently financially responsible to fulfill all of its financial obligations, including, without limitation, the financial obligations of the Tenant pursuant to this Lease. Any consent by the Landlord to a Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. Under no circumstances will (i) any occupation of all or part of the Premises by any proposed Transferee or Landlord’s tolerance thereof; (ii) the payment of Rent or other amounts by any proposed Transferee; (iii) the consent to any previous Transfer, constitute a waiver of any obligation of the Tenant to obtain consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date nor will any of the Transfer, which shall not foregoing be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) construed as constituting a description of the portion of the Premises consent to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with. For greater certainty, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant Section 15.2 shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect apply to a proposed sublease, Transfer from the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents Tenant to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyan Affiliate.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant Landlord shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than have thirty (30) days nor more than one hundred eighty after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (180the ('Section 11.3 Notice") days after to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of delivery the commencement of the Transfer Noticeproposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, (ii) Landlord shall have the right to enter into a description lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the portion of rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to be transferredany other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) all of the terms of the proposed Transfer and the above is a material consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents for Landlord's agreement to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate enter into this Lease and such right may be exercised in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided 's sole and upon condition that: (i) There shall not be an Event absolute discretion and no test of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer reasonableness shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertythereto.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, 14.1.1 Tenant shall notify Landlord in writingnot, which notice (either involuntarily or voluntarily or by operation of law or otherwise, assign, mortgage, pledge, hypothecate, encumber or permit any lien to attach to, or transfer this Lease or any interest herein, or sublet the “Transfer Notice”) shall include (i) the proposed effective date of the TransferPremises or any part thereof, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of or permit the Premises to be transferred, occupied by anyone other than Tenant or Tenant’s employees (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed each a “Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee ” and any other information required by Landlord person or entity to whom a Transfer is made or sought to be made is referred to herein as a “Transferee”), except with the prior written consent of Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld; provided, conditioned or delayedhowever, provided and upon condition that: that the parties hereto agree that it shall be reasonable for Landlord to withhold its consent to any proposed Transfer for, without limitation, the following reasons: (ia) There shall not be an Event of Default by Tenant remains outstanding; (b) the Transferee is not willing to assume in writing all of Tenant’s obligations hereunder as are applicable to the space (the “Subject Space”) that remains uncured; is the subject of the proposed Transfer; (iic) In the Transferee has a financial condition which is reasonably unsatisfactory to Landlord or Landlord’s reasonable judgment mortgagee; (d) the Premises will be used for purposes not permitted under this Lease or for a purpose that is prohibited by any Applicable Laws; (e) any anticipated use of the Premises by any proposed Transferee involves Hazardous Materials Activities, the proposed Transferee has been required by a prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property where the contamination resulted from such party’s acts or omissions, or the proposed Transferee is engaged or has been subject to an enforcement order issued by any governmental agency in a business which is connection with any Hazardous Materials Activities; (f) Tenant proposes to assign less than all of its interest in keeping with this Lease or to sublet the then standards Premises in units that are unusually small or in configurations that would decrease the utility of other space in the Building and Property and Premises; or (g) the proposed use is limited assignee or subtenant requires extensive alterations to the Premises. 14.1.2 Notwithstanding anything to the contrary in this Article 14, Landlord’s consent shall not be required for an assignment of all of Tenant’s interest under this Lease to a Successor (defined below) or to Original Tenant’s corporate parent (if any) (a “Permitted Use; Transfer”), but only on the condition that, (a) any such Permitted Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease; (b) Tenant shall give Landlord written notice of any such Permitted Transfer at the earliest date reasonably possible, (iii) The proposed Transferee is a reputable entity Original Tenant (and has sufficient financial worth and stability in light any Successors and/or other assignees) shall remain primarily liable for all of the responsibilities obligations to be undertakenperformed by the Tenant under this Lease, based on evidence provided by T▇▇▇▇▇ and (and othersiv) to LandlordTenant’s Successor or corporate parent, as applicable, shall assume all accrued and prospective obligations and liabilities of Tenant under this Lease in a writing reasonably satisfactory to Landlord and there shall be no adverse effect on the creditworthiness of the Tenant under the Lease, such adverse effect to be determined by Landlord in its reasonable discretion; . A “Successor” means any entity that acquires in a single transaction or in a series of related transactions (ivby merger, combination, consolidation, transfer of assets or otherwise) Neither this Lease and all or substantially all of the other property and assets of Original Tenant (A) the proposed Transferee nor (B) any person or entity a prior Successor), or with which, directly or indirectlyinto which Original Tenant (or a prior Successor) is merged, controlscombined, is controlled by, reorganized or is consolidated or which acquires Original Tenant (or a prior Successor) or to an affiliate or subsidiary of Tenant and which assumes by written instrument all of Tenant’s liabilities and obligations under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Within fifteen (15) days of after receipt of a Transfer Notice, Landlord does not exercise shall notify Tenant of its options pursuant intent to Section 6.5 below to recapture the Premises either grant or terminate this Lease in whole or in part, Landlord’s withhold its consent to a the proposed Transfer shall Transfer, said consent not to be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ Tenant (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property, and Landlord determines that it will not as of the proposed commencement of the Transfer have adequate available space to meet the Transferee’s needs; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ Landlord is then, or during the preceding nine six (96) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have publicly advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such TransferTransfer (to the extent such consent is required pursuant to the applicable lease or financing documents, as the case may be); and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingnot have any right at any time to voluntarily or involuntarily sell, which notice (the “Transfer Notice”) shall include (i) the proposed effective date convey, transfer, sublet or assign all or any part of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease or any rights regarding this Lease, in whole or in part, Landlordby operation of law or otherwise, or, if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant (collectively “Transfer”), without ▇▇▇▇▇▇▇▇’s consent to a proposed Transfer prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Landlord shall grant or deny its consent, provided or be deemed to deny its consent, to any proposed Transfer within ten (10) business days after receipt of a written request from Tenant along with all relevant information and upon condition documentation; provided, however, that: , (i) There Landlord shall not be have an Event of Default that remains uncured; additional five (5) business days after Tenant has delivered to Landlord all additional information and documentation Landlord reasonably requires in order to evaluate such requested Transfer, and (ii) In a non-response by Landlord shall be deemed to be Landlord’s reasonable judgment declining to consent. Without limiting the foregoing, and by example only and not by way of limitation, Landlord may withhold its consent to any proposed Transfer if the anticipated use of the Premises by the proposed Transferee is engaged assignee involves the generation, storage, use, treatment or disposal of Substances as defined in the Hazardous Materials Addendum. Any Transfer without Landlord’s prior written consent shall constitute a business which is in keeping with non-curable default by Tenant under this Lease and shall be of no force or effect. Notwithstanding the then standards of the Building and Property and the proposed use is limited to the Permitted Use; foregoing, Tenant may, upon at least thirty (iii30) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) days prior written notice to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or assign this Lease to a parent entity which, directly or indirectly, that controls, is controlled by, by or is under common control withwith Tenant, or to any entity into which Tenant may merge into or consolidate, but all only if the proposed Transferee, is then an occupant of new entity tenant would have net worth and creditworthiness at least equivalent to Tenant. Landlord shall not have any part of the Property; (v) The proposed Transferee is not a obligation to accept performance from or render performance to any person or entity with whom L▇▇▇▇▇▇▇ is thenother than Tenant or Tenant’s permitted and approved assigns. Notwithstanding the foregoing, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised any right at any time under any circumstance to voluntarily or publicized involuntarily encumber, mortgage or otherwise pledge this Lease or any rights regarding this Lease in any way the availability whole or part, by operation of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned law or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyotherwise.

Landlord’s Consent. (a) If Tenant desires Landlord’s Landlord shall not unreasonably withhold, condition or delay its consent to any Transfer, Tenant shall notify Landlord proposed Transfer of the Subject Space to the Transferee on the terms specified in writing, which notice (the “Transfer Notice”) . Landlord shall include respond to the Transfer Notice within ten (i) the proposed effective date of the Transfer, which shall not be less than thirty (3010) days nor more than one hundred eighty of Landlord's receipt thereof and, if Landlord fails to respond within such ten (18010) days after day period, Landlord shall be deemed to have disapproved the date of delivery Transfer that is the subject of the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, (ii) a description the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition thatfollowing apply: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed 14.2.1 The Transferee is of a character or reputation or engaged in a business which is in keeping not consistent with the then standards quality of the Building and Property and or the proposed use is limited to the Permitted UseProject; (iii) 14.2.2 The proposed Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 14.2.3 The Transferee is either a reputable entity and has sufficient governmental agency or instrumentality thereof; 14.2.4 [intentionally omitted]; 14.2.5 The Transferee is not a party of reasonable financial worth and and/or financial stability in light of the responsibilities to be undertaken, based undertaken in connection with the Transfer on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretionthe date consent is requested; (iv) Neither (A) 14.2.6 The proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease; 14.2.7 [intentionally omitted]; 14.2.8 Either the proposed Transferee nor (B) Transferee, or any person or entity which, which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) occupies space in the Project at the time of the request for consent, or (ii) is then negotiating with Landlord (which for purposes of this item (ii) and (iii), below, shall be evidenced by the transmittal of one or more letters of intent, draft proposals or lease documents by such Transferee to Landlord or Landlord to such Transferee) to lease space in the Project at such time, or (iii) has negotiated with Landlord during the three (3)-month period immediately preceding the Transfer Notice to lease space in the Project, provided that in either (i) or (ii) above, Landlord has space in the Building available for lease of a size reasonably consistent with the proposed Transferee's square footage requirements; 14.2.9 [intentionally omitted]; or 14.2.10 The portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and/or egress. Notwithstanding anything to the contrary contained herein, in no event shall Tenant enter into any Transfer for the possession, use, occupancy or utilization (collectively, "use") of the part of the Premises which (i) provides for a rental or other payment for such use based in whole or in part on the income or profits derived by any person from the Premises (other than an occupant amount based on a fixed percentage or percentages of gross receipts or sales), and Tenant agrees that all Transfers of any part of the Property; Premises shall provide that the person having an interest in the use of the Premises shall not enter into any lease or sublease which provides for a rental or other payment for such use based in whole or in part on the income or profits derived by any person from the Premises (v) The proposed Transferee is not other than an amount based on a person fixed percentage or entity with whom L▇▇▇▇▇▇▇ is thenpercentages of gross receipts of sales), or during (ii) would cause any portion of the preceding nine (9amounts payable to Landlord hereunder to not constitute "rents from real property" within the meaning of Section 512(b)(3) months has beenof the Internal Revenue Code of 1986, actively negotiating to lease space at the Property; (vi) The proposed and any such purported Transfer shall be absolutely void and ineffective as a conveyance of any right or interest in form reasonably satisfactory the possession, use, occupancy or utilization of any part of the Premises. In the calculations of the Rent paid during each annual period for the Subject Space shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all reasonable leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. If Landlord consents to any Transfer pursuant to the terms of this Section 14.2, Tenant may within six (6) months after Landlord's consent, but not later than the expiration of said six-month period, enter into such Transfer of the Subject Space, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord and shall comply with the applicable provisions pursuant to Section 14.1 of this Article 6; (vii) Lease, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, Tenant shall not have advertised or publicized again submit the Transfer to Landlord for its approval and other action under this Article 14. Notwithstanding anything to the contrary in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior this Lease, as applicableif Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, consents Tenant hereby waives any right at law or equity to such Transfer; terminate this Lease, on its own behalf and (x) Neither , to the identity nor business extent permitted under all applicable laws, on behalf of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the PropertyTransferee.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingnot sell, assign, encumber, mortgage or transfer this Lease or any interest therein, or sublet the Premises or any part thereof, or allow any transfer hereof of any lien upon Tenant’s leasehold interest by operation of law or otherwise (collectively, a “Transfer”) without the prior written consent of Landlord, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which consent shall not be less than thirty unreasonably withheld, conditioned, or delayed. Without limiting Landlord’s right to reasonably withhold such consent, the withholding of such consent may be based upon, but not limited to, the following: (301) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms The financial strength of the proposed Transfer and the consideration thereforassignee or subtenant, including but not limited to the name and address adequacy of the its working capital, to pay all expenses anticipated in connection with any proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use remodeling of the Premises. (b2) In The business reputation, character, history and nature of the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture business of the Premises proposed assignee or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that:subtenant. (i3) There shall not be an Event Whether the proposed assignee or subtenant is a person with whom Landlord has actively negotiated for space in the Building during the twelve (12) month period ending with the date Landlord receives notice of Default that remains uncured;such proposed assignment or subletting. (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii4) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) assignee or subtenant or any person or entity whichwhich directly or indirectly controls, is controlled by or is under common control with the proposed assignee or subtenant, is then an occupant or tenant of any other space in the Building. (5) The proposed assignee or subtenant is a domestic or foreign government, or an entity related to foreign government, or otherwise be entitled, directly or indirectly, controlsto diplomatic or sovereign immunity (any transferee must be subject to the service of process in, is controlled by, or is under common control withand be subject to the jurisdiction of the courts of, the proposed Transferee, local jurisdiction in which the Building is then an occupant of any part of the Property;located). (v6) The proposed Transferee use must be consistent with the first class nature of the Building. (7) The proposed use would cause a violation of any other rights granted by Landlord to other tenants. (8) The proposed assignee or subtenant is not a “high density” (i.e., 1 person or entity with whom L▇▇▇▇▇▇▇ is thenper 150 rentable square feet of space in the Premises) user, resulting in the common elements becoming overburdened, , imposition of a material additional burden upon services to be supplied by Landlord to Tenant, or during a material increase in the preceding nine burden on either parking or the elevators which service the Premises, in each case beyond that which is associated with normal occupancy. (9) months has been, actively negotiating Whether there then exists any Default by Tenant pursuant to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to may not, directly or indirectly, by operation of law or otherwise, transfer or assign this Lease, or any Transferinterest therein, Tenant shall notify Landlord in writingand may not sublet the Premises, which notice any portion thereof, or any right or privilege appurtenant thereto, or suffer or permit any other person (the “Transfer Notice”agents, employees and servants of Tenant, while conducting Tenant’s business, excepted) shall include (i) to occupy or use the proposed effective date of the TransferPremises, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Noticeor any portion thereof, (ii) a description of the or to conduct business thereon or therefrom, or mortgage, pledge or hypothecate its interest in all or any portion of the Premises to be transferredor this Lease, (iii) all without the prior written consent of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall may not be unreasonably withheld, conditioned delayed or delayedconditioned(which may be withheld in its sole discretion, provided except as hereinafter set forth), and upon condition that: (i) There a consent to one assignment, subletting, occupation, or use by, or mortgage, hypothecation or pledge to, any other person shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities deemed to be undertakena consent to any other proposed assignment, based on evidence provided by T▇▇▇▇▇ (and others) to Landlordsubletting, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person occupation, use, hypothecation or entity whichpledge. Any such transfer, directly assignment, subletting, occupancy, new use, mortgage, hypothecation or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability pledge of the Premises without such consent or otherwise in accordance with this Paragraph 13, shall be null and void, and shall, at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior option of Landlord, constitute a default upon notice to and approval failure by Tenant to remedy such condition within the time frames set forth in Section 20 below result in the termination of this Lease. In addition to the unique credit and business considerations attendant to Landlord’s decision to lease the Premises to Tenant, which approval shall not be unreasonably withheld, conditioned Landlord has entered into this Lease with Tenant in order to benefit of the Project through one or delayed; (viii) With respect to a proposed subleasemore of the unique attraction of Tenant’s trade name, the proposed sublease involvesunique product line associated with Tenant’s business, in and the economic benefits attendant to the Percentage Rent to be paid by Tenant as provided herein, essential, among other things, for Landlord’s reasonable judgmentmerchandising mix, a portion the continued success of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior LeaseProject, as applicable, consents to such Transfer; and (x) Neither the identity nor business and fulfillment of the proposed Transferee would cause Landlord to be in violation economic expectations of any covenant or restriction contained in another lease at the PropertyLandlord.

Landlord’s Consent. (a) If Tenant desires Landlord’s Landlord shall not unreasonably withhold, condition or delay its consent to any Transfer, Tenant proposed Transfer on the terms specified in the Transfer Notice and Landlord shall notify Landlord in writing, which notice provide or withhold consent to the Transfer within ten (the “Transfer Notice”10) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) business days after the date of delivery receipt of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event . If Landlord does not exercise respond to Tenant in writing of its options decision within said ten (10) business day period and if such failure continues for an additional three (3) business days after Tenant’s second written request, Landlord’s consent shall be deemed granted. In no event shall Landlord be deemed to be unreasonable for declining to consent to a Transfer to a transferee jeopardizing directly or indirectly the status of Landlord or any of Landlord’s affiliates as a Real Estate Investment Trust under the Internal Revenue Code of 1986 (as the same may be amended from time to time, the “Revenue Code”) pursuant to Section 6.5 below to recapture the Premises or terminate following sentence. Notwithstanding anything contained in this Lease to the contrary, (w) no Transfer shall be consummated on any basis such that the rental or other amounts to be paid by the occupant, assignee, manager or other transferee thereunder would be based, in whole or in part, Landlord’s on the income or profits derived by the business activities of such occupant, assignee, manager or other transferee; (x) Tenant shall not furnish or render any services to an occupant, assignee, manager or other transferee with respect to whom transfer consideration is required to be paid, or manage or operate the Premises or any capital additions so transferred, with respect to which transfer consideration is being paid; (y) Tenant shall not consummate a Transfer with any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Revenue Code); and (z) Tenant shall not consummate a Transfer with any person or in any manner that could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease, license or other arrangement for the right to use, occupy or possess any portion of the Premises to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Revenue Code, or any similar or successor provision thereto or which could cause any other income of Landlord to fail to qualify as income described in Section 856(c)(2) of the Revenue Code. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to a any proposed Transfer shall not be unreasonably withheldwhere one or more of the following apply, conditioned or delayed, provided and upon condition thatwithout limitation as to other reasonable grounds for withholding consent: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed 14.2.1 The Transferee is of a character or reputation or engaged in a business which is in keeping not consistent with the then standards quality of the Building and Property and the proposed use is limited to the Permitted Useor Project; (iii) 14.2.2 The proposed Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 14.2.3 The Transferee is either a reputable entity and has sufficient governmental agency or instrumentality thereof; 14.2.4 The Transferee is not a party of reasonable financial worth and and/or financial stability in light of the responsibilities involved under the Lease on the date consent is requested; 14.2.5 The proposed Transfer would cause Landlord to be undertakenin violation of another lease or agreement to which Landlord is a party, based on evidence provided by T▇▇▇▇▇ (and others) that Landlord notified Tenant of such restrictions prior to Landlord, as determined by Landlord in its reasonable discretion;the date of this Lease; or (iv) Neither (A) 14.2.6 Either the proposed Transferee nor (B) Transferee, or any person or entity which, which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity negotiating with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating Landlord to lease space in the Project at such time, provided in each instance that Landlord has space available to meet such party’s needs within the Property; (vi) The proposed Project. If Landlord consents to any Transfer shall be in form reasonably satisfactory pursuant to Landlord and shall comply with the applicable provisions terms of this Article Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 below), Tenant may within six (6; (vii) Tenant shall not have advertised or publicized in any way the availability months after Landlord’s consent, enter into such Transfer of the Premises at rental rate less or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 above, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, or (ii) which would cause the proposed Transfer to be materially more favorable to the Transferee than the base rent terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; action under this Article 14 (viii) With respect to a proposed sublease, the proposed sublease involves, in including Landlord’s reasonable judgmentright of recapture, a portion if any, under Section 14.4 of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior this Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property).

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, CONDITIONS. Tenant shall notify Landlord not make or permit to be made any alterations, additions, or improvements in writingor to the Premises ("ALTERATIONS") without first obtaining the prior written consent of Landlord, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld. Landlord's consent shall be requested in writing not less than fifteen (15) business days prior to the scheduled and actual commencement of any work therein. All such Alterations (a) shall comply with all applicable Laws, conditioned (b) shall be compatible (as determined in good faith by Landlord) with the Building and its mechanical, electrical, heating, ventilating, air-conditioning and life safety systems; (c) shall not interfere with the use and occupancy of any other portion of the Building or delayed, provided and upon condition that: the Project by any other tenant or their invitees; (id) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment visible from the proposed Transferee is engaged in a business which is in keeping with the then standards exterior of the Building or from any Common Areas; and Property and (e) shall not affect the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light integrity of the responsibilities structural portions of the Building. In addition, Landlord may impose as a condition to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, such consent such additional requirements as determined by Landlord in its reasonable discretion; (iv) Neither discretion deems necessary or desirable, including, without limitation: (A) Tenant's submission to Landlord, for Landlord's prior written approval, of all plans and specifications relating to the proposed Transferee nor Alterations; (B) Landlord's prior written approval of the time or times when the Alterations are to be performed; (C) Landlord's prior written approval of the contractors and subcontractors performing work in connection with the Alterations; (D) Tenant's receipt of all necessary permits and approvals from all governmental authorities having jurisdiction over the Premises prior to the construction of the Alterations; (E) Tenant's written notice of whether the Alterations include the Handling of any person or entity whichHazardous Materials; (F) Tenant's delivery to Landlord of such bonds and insurance as Landlord shall customarily require; (G) Tenant's payment to Landlord within ten (10) days of written demand therefor of all costs and expenses incurred by Landlord because of Tenant's Alterations, directly or indirectlyincluding, controlsbut not limited to, is controlled bycosts incurred in reviewing the plans and specifications for, or is under common control withand the progress of, the proposed TransfereeAlterations; and (H) Tenant's (and Tenant's contractor's) compliance with such construction rules and regulations and building standards as Landlord may promulgate from time to time. All direct and indirect costs relating to any modifications, is then an occupant alterations or improvements of the Project or the Building, whether outside or inside of the Premises, required by any governmental agency or by Law as a condition or as the result of any part Alteration requested or effected by Tenant (other than the Improvements constructed pursuant to Exhibit C or the initial improvement of the Property; (vany Expansion Space) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be borne by Tenant, and in form reasonably satisfactory connection therewith, Landlord may elect to Landlord perform such modifications, alterations or improvements (at Tenant's sole cost and shall comply with the applicable provisions of this Article 6; (viiexpense) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval require such performance directly by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the PropertyTenant.

Landlord’s Consent. Upon receiving a Transfer Request, Landlord shall have the right to do any of the following: (a) If Tenant desires Landlord’s Landlord may consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents subject to evidence such Transfer and all agreements incidental or related to any reasonable conditions upon such Transfer, which conditions may include, without limitation: (ivi) current financial statements of that the proposed Transferee certified transferee expressly assume all obligations of Tenant under this Lease without, however, Landlord releasing Tenant therefrom; (ii) that in the event this Lease is terminated prior to the expiration of any sublease, at the election of Landlord, such termination shall operate to terminate all existing subleases entered into by Tenant without further notice from Landlord; and (iii) that the sublease or other transfer agreement contain: (A) an officer, partner or owner thereof, business credit indemnification clause and personal references waiver of claims provision in favor of Landlord identical to those contained in Section 8.4 and history Section 8.5 of this Lease; (B) a clause requiring the proposed Transferee transferee to name Landlord and any their Agents as additional insureds under all liability and other information required by Landlord which will enable Landlord to determine the financial responsibility, character, insurance policies; and reputation of (C) a clause requiring the proposed Transferee, nature of such Transfereetransferee to acknowledge Landlord’s right to demand increased insurance coverage to normal amounts consistent with the proposed transferee’s business and proposed use of activities on the Premises. (b) In the event Landlord does not exercise may deny its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a the proposed Transfer on any reasonable ground. Reasonable grounds shall not be unreasonably withheldinclude, conditioned without limitation, an one or delayed, provided and upon condition that: more of the following: (i) There shall not be an Event that the proposed transferee’s financial condition is or may become insufficient to support all of Default that remains uncured; the financial and other obligations of this Lease; (ii) In Landlord’s reasonable judgment that the use to which the Premises will be put by the proposed Transferee transferee is engaged in a inconsistent with the terms of this Lease or otherwise will significantly and adversely affect any interest of Landlord; (iii) that the nature of the proposed transferee’s intended or likely use of the Premises would involve an increased risk of the use, release or mishandling of Hazardous Materials or otherwise increase the risk of fire or other casualty; (iv) that the business which reputation or character of the proposed transferee or any of its affiliates is not acceptable to Landlord or is not in keeping with the then standards character of the Building surrounding neighborhood and Property and businesses; (v) that the proposed use transferee is limited not likely to conduct on the Permitted Use; property a business of a quality substantially equal to that conducted by Tenant; or (iiivi) The proposed Transferee is a reputable entity and that Landlord has sufficient financial worth and stability in light of the responsibilities not received assurances acceptable to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion;sole discretion that all past due amounts owing from Tenant to Landlord (if any) will be paid and all other defaults on the part of Tenant (if any) will be cured prior to the effectiveness of the proposed Transfer. (ivc) Neither Fifty percent (A50%) of all sums paid or payable to Tenant by the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part transferee in excess of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during -existing Rent payable by Tenant attributable to the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of being transferred, including without limitation, any Superior Mortgage and/or Superior Lease, rent and all other sums or other consideration received by Tenant as applicable, consents to such Transfer; and (x) Neither the identity nor business a result of the proposed Transferee would cause Transfer in whatever form (less expenses for verifiable, reasonable and customary brokerage commissions, tenant improvements, lease concessions, value of Tenant’ trade fixtures conveyed and other expenses actually paid or obligations incurred by Tenant in connection with the Transfer and/or expenses of operation the Premises paid or incurred by Tenant) shall be paid by Tenant to Landlord to be immediately upon receipt thereof by Tenant as Additional Charges hereunder. Notwithstanding the foregoing, in violation the event this Lease is assigned in connection with a sale of any covenant or restriction contained in another lease Tenant’s business, including the sale of Tenant’s trade fixtures at the PropertyPremises and Tenant’s goodwill, and the assignee will continue to operate the same business that Tenant operated at the Premises, then Tenant shall not be required to pay any sums to Landlord pursuant to this Section 12.2(c).

Landlord’s Consent. (a) Landlord's Options after Receipt of Tenant's Notice. If Landlord's consent is required to an Assignment or Sublease, at any time within fifteen (15) business days after Landlord's receipt of Tenant's Notice (including but not limited to all of the documents which Landlord may request pursuant to sub-part (v) of Section 13.2), Landlord may by written notice to Tenant desires Landlord’s consent elect to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of sublease the portion of the Premises to be transferred, specified in Tenant's Notice (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. except as otherwise provided in subsection (b) In the event Landlord does not exercise its options pursuant to of Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part13.4) or, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom Lif ▇▇▇▇▇▇▇ is then's Notice proposes an Assignment, take an assignment of the Lease on the terms set forth in Tenant's Notice (except as otherwise provided in Section 13.4), (ii) consent to the Sublease or Assignment, or during (iii) disapprove the preceding nine Sublease or Assignment; provided, however, Landlord shall not unreasonably withhold its consent to the Assignment or Sublease. Landlord's failure to elect any of the alternatives provided in this Section 13.3(a) within the period of fifteen (915) months has beenbusiness days hereinabove provided shall be deemed consent to the proposed Assignment or Sublease, actively negotiating subject to lease space at Section 13.3(e) below. (b) Some of the PropertyCriteria for Landlord's Consent. By way of example, the parties hereby agree that it shall be reasonable for Landlord to withhold its consent to a proposed Sublease or Assignment based on any of the following factors, provided that this list shall not be exclusive: (i) the use of the Premises by the proposed assignee or sublessee will not comply with the use of the Premises as described in the Basic Lease Information; (viii) The the present financial condition of the proposed Transfer shall be assignee or sublessee is insufficient, in form reasonably satisfactory Landlord's reasonable judgment, to Landlord and shall comply with the applicable provisions of this Article 6meet ▇▇▇▇▇▇▇▇'s credit standards; (viiiii) Tenant shall not have advertised the proposed assignee's or publicized in any way the availability sublessee's anticipated use of the Premises at rental rate less than involves the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlordgeneration, which approval shall not be unreasonably withheldstorage, conditioned use, treatment, or delayed;disposal of any Hazardous Materials; or (viiiiv) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion use of the first floor of the Premises which is independently leasable space; (ix) The holder of would include any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyretail activity.

Landlord’s Consent. (a) If Landlord's and Tenant's agreement with regard to Tenant's right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant desires agrees that, except upon Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing's prior written consent, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which consent shall not be less than thirty (30subject to Landlord's rights under Paragraph 13.d. below) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned neither this Lease nor all or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards any part of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity whichleasehold interest created hereby shall, directly or indirectly, controlsvoluntarily or involuntarily, is controlled byby operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or is under common control with, otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively an "assignment") and neither the proposed Transferee, is then an occupant of Premises nor any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer thereof shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; sublet or be used or occupied for any purpose by anyone other than Tenant (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgmentcollectively, a "sublease"). Tenant agrees that any instrument by which Tenant assigns or sublets all or any portion of the Premises shall expressly provide that the subtenant or assignee may not further assign or sublet the assigned or sublet space without Landlord's prior written consent (which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Leaseconsent shall not, as applicablesubject to Landlord's rights under Paragraph 13.d. below, consents to such Transfer; and (x) Neither be unreasonably withheld), and that the identity nor business assignee or subtenant will comply with all of the proposed Transferee would cause provisions of this Lease and that Landlord may enforce the Lease provisions directly against such assignee or subtenant. Any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies provided in Paragraph 25 of this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be in violation of any covenant or restriction contained in another lease conducted by the proposed transferee at the Propertysubject premises and the effect of such assignment or subletting on the tenant mix in the Building. In no event shall Landlord be obligated to consent to an assignment or subletting which increases (a) the operating costs for the Building, (b) the burden on the Building services, or (c) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, or an embassy or consulate or similar office). Landlord shall not be obligated to approve an assignment or subletting to a current tenant of the Building or a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingadvise Landlord, which by written notice (the “Transfer "Tenant Notice”) shall include "), of its intention from, on and after a stated date (i) the proposed effective date of the Transfer, which shall not be less than thirty sixty (30) days nor more than one hundred eighty (18060) days after the date of delivery of the Transfer Notice, (iiTenant's notice) a description of the portion to assign this Lease or to sublet any part or all of the Premises to be transferred, (iii) all for any part of the terms of the proposed Transfer and the consideration therefor, including Term. Tenant's notice shall state the name and address of the proposed Transfereesubtenant or assignee, and an executed a true and complete copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner sublease or owner thereof, business credit assignment and personal references and history of the proposed Transferee and any other sufficient information required by Landlord which will enable to permit Landlord to determine the financial responsibility, character, responsibility and reputation character of the proposed Transfereesubtenant or assignee shall be delivered to Landlord with said notice. Landlord will not withhold its consent unreasonably to Tenant's assignment of this Lease or Tenant's subletting the space covered by its notice. Landlord shall not be deemed to have withheld its consent unreasonably to a sublease of part or all of the Premises or an assignment of this Lease if its consent is withheld because: (a) Tenant is then in Default hereunder; (b) any notice of termination of this Lease or termination of Tenant's possession is given under Article 17; (c) the portion of the Premises which Tenant proposes to sublease, nature including the means of such Transferee’s business ingress thereto and egress therefrom and the proposed use thereof, and the remaining portion of the Premises will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed use of the Premises. (b) In Premises by the event Landlord subtenant or assignee does not exercise its options pursuant to Section 6.5 below to recapture conform with the Premises or terminate this Lease use permitted by Article 5; (e) in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s the reasonable judgment of Landlord, the proposed Transferee subtenant or assignee is of a character or is engaged in a business which is in keeping with would be deleterious to the then standards reputation of the Building and Property and Building, or the subtenant or assignee is not sufficiently financially responsible to perform its obligations under the proposed use sublease or assignment; (f) the sublessee's or assignee's business is limited likely to cause greater wear and tear to the Permitted Use; Premises than occasioned by Tenant's use or (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (Ag) the proposed Transferee nor (B) any person subtenant or entity whichassignee is a government or a government agency; provided, directly or indirectlyhowever, controls, is controlled by, or is under common control with, that the proposed Transferee, is then an occupant foregoing are merely examples of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at reasons for which Landlord is then offering to lease other space located in the Building without prior notice to may withhold its consent -19- and approval by Landlord, which approval shall not be unreasonably withhelddeemed exclusive of any permitted reasons for reasonably withholding consent, conditioned whether similar to or delayed; (viii) With respect dissimilar from to the foregoing examples. Landlord shall either approve or disapprove a proposed sublease, the proposed assignment or sublease involves, in Landlord’s reasonable judgment, a portion within thirty (30) days after receipt of the Premises which is independently leasable space; (ix) The holder information and documents described in the second sentence of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertythis Section 13.04.

Landlord’s Consent. 14.1.1 Tenant shall not, either involuntarily or voluntarily or by operation of law or otherwise, assign, mortgage, pledge, hypothecate, encumber or permit any lien to attach to, or transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (each a "TRANSFER" and any person or entity to whom a Transfer is made or sought to be made is referred to herein as a "TRANSFEREE"), except with the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed; provided, however, that the parties hereto agree that it shall be reasonable for Landlord to withhold its consent for, without limitation, the following reasons: (a) If Tenant desires Landlord’s consent is in default of this Lease; (b) the Transferee is not willing to any Transfer, Tenant shall notify Landlord assume in writing, which notice writing all of Tenant's obligations hereunder as are applicable to the space (the “Transfer Notice”"SUBJECT SPACE") that is the subject of the proposed Transfer; (c) the Transferee has a financial condition which is reasonably unsatisfactory to Landlord or Landlord's mortgagee; (d) the Premises will be used for purposes different than the Agreed Use or for a purpose that is prohibited by any Applicable Laws; (e) the proposed Transferee has been required by a prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property where the contamination resulted from such party's acts or omissions, or the proposed Transferee is or has been subject to an enforcement order issued by any governmental agency in connection with any violation of Environmental Laws or release of Hazardous Materials into the environment; or (f) the assignee or subtenant requires extensive alterations to the Premises. 14.1.2 Notwithstanding anything to the contrary in this Article 14, Landlord's consent shall include not be required for (a) an assignment of all of Tenant's interest under this Lease to a Successor (defined below) or to Original Tenant's corporate parent or (b) a sublease by Tenant of all or any portion of the Premises to an Affiliate of Tenant (a "PERMITTED TRANSFER"), but only on the condition that, (i) the proposed effective date of the Transfer, which any such Permitted Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease; (ii) Tenant shall not be less than give Landlord at least thirty (30) days nor more than one hundred eighty (180) days after the date prior notice of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferredany such Permitted Transfer, (iii) Original Tenant (and any Successors and/or other assignees) shall remain primarily liable for all of the terms of obligations to be performed by the proposed Transfer and the consideration therefor, including the name and address of the proposed TransfereeTenant under this Lease, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In in the event Landlord does not exercise its options pursuant of an assignment of this Lease to Section 6.5 below to recapture the Premises a Successor or terminate Tenant's corporate parent, such Successor or corporate parent, as applicable, shall assume all accrued and prospective obligations and liabilities of Tenant under this Lease in whole a writing reasonably satisfactory to Landlord and there shall be no adverse effect on the creditworthiness of the Tenant under the Lease. A "SUCCESSOR" means any entity that acquires in a single transaction or in parta series of related transactions (by merger, Landlord’s consent to a proposed Transfer shall not be unreasonably withheldcombination, conditioned consolidation, transfer of assets or delayed, provided otherwise) this Lease and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards all or substantially all of the Building other property and Property assets of Original Tenant (or a prior Successor), or with which, or into which Original Tenant (or a prior Successor) is merged, combined, reorganized or consolidated or which acquires Original Tenant (or a prior Successor) and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity which assumes by written instrument all of Tenant's liabilities and has sufficient financial worth and stability in light of the responsibilities to be undertakenobligations under this Lease. An "AFFILIATE" means, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) to any designated person or entity, any other person or entity which, directly or indirectly, which controls, is controlled by, by or is under common control with, such designated person or entity (and, as used in this Paragraph 14.1.2, "control" means the proposed Transfereepossession, is then an occupant of any part direct or indirect, of the Property; (v) The proposed Transferee is not power to direct or cause the direction of the management and policies of a person or entity with whom L▇▇▇▇▇▇▇ is thenentity, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder ownership of any Superior Mortgage and/or Superior Leasesort, as applicablewhether through the ownership of voting securities, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant by contract or restriction contained in another lease at the Propertyotherwise).

Landlord’s Consent. (a) If Landlord shall not unreasonably withhold or condition its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Landlord shall notify Tenant desires of Landlord’s consent to or reasonable disapproval of any Transfer, Tenant shall notify Landlord in writing, which notice such Transfer within fifteen (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (18015) days after the date of delivery Landlord’s receipt of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer Notice and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required to be delivered by Tenant to Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the in connection with such proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) Transfer as set forth in Section 14.1 above. In the event that Landlord does not exercise its options pursuant fails to Section 6.5 below notify Tenant in writing of such approval or disapproval within such fifteen (15) day period, and such failure continues for an additional five (5) days after Tenant notifies Landlord of such failure, then Landlord shall be deemed to recapture the Premises or terminate have approved such Transfer. The parties hereby agree that it shall be reasonable under this Lease in whole or in part, Landlord’s and under any applicable law for Landlord to withhold consent to a any proposed Transfer shall not be unreasonably withheldwhere one or more of the following apply, conditioned or delayed, provided and upon condition thatwithout limitation as to other reasonable grounds for withholding consent: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed 14.2.1 The Transferee is of a character or reputation or engaged in a business which is in keeping not consistent with the then standards quality of the Building and or the Real Property and the proposed use is limited to the Permitted Useas a first-class multi-tenant office building project; 14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease or which would violate an exclusive use right of another tenant of the Project (in connection with this Section 14.2.2 upon written request from Tenant, not more than one (1) time in any six (6) month period, Landlord shall provide Tenant a list of the then exclusive use rights of the then existing tenant(s) of the Project, if any); 14.2.3 The Transferee is either a governmental agency or instrumentality thereof (i) which is that of a foreign country, or (ii) which is of a character or reputation, is engaged in a business, or is of, or is associated with, a political orientation or faction, which is materially inconsistent with the quality of the Project, or which would otherwise reasonably offend a landlord of a Comparable Building, or (iii) which is capable of exercising the power of eminent domain or condemnation, unless, and only to the extent, Landlord has leased space to, or approved subleases with, comparable (in terms of use, security issues, express or implied power of eminent domain, reputation, character and size of space in the Project) governmental agencies or instrumentalities thereof; 14.2.4 The proposed Transferee is not a reputable entity and has sufficient party of reasonable financial worth and and/or financial stability in light of the responsibilities to be undertaken, based undertaken in connection with the Transfer on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion;the date consent is requested; or (iv) Neither (A) 14.2.5 Either the proposed Transferee nor (B) Transferee, or any person or entity which, which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of (i) occupies space in the Building and/or any part other portions of the Property; Project owned by Landlord at the time of the request for consent and Landlord in fact has sufficient space in the Building and/or such other portions Project owned by Landlord meeting such proposed transferee’s space requirements (vprovided, however, that this clause (i) The proposed Transferee is shall not a person or entity with whom L▇▇▇▇▇▇▇ is thenapply to the existing tenant of space in the Building as of the date of execution of this Lease), or during the preceding nine (9ii) months has been, actively is currently negotiating with Landlord to lease space in the Building and/or any other portions of the Project owned by Landlord at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory time Tenant delivers to Landlord the Transfer Notice and Landlord in fact has sufficient space in the Building and/or such other portions Project owned by Landlord meeting such proposed transferee’s space requirements. For purposes hereof, the term “negotiating” shall comply with mean either the applicable provisions exchange of letters of intent or lease proposals, or the preparation and/or negotiation of lease documents; however, a 2-month lull in the exchange of any such documents (including lease drafts) shall constitute cessation of negotiations. If Landlord consents to any Transfer pursuant to the terms of this Article Section 14.2, Tenant may, within six (6; ) months after Landlord’s consent, but not later than the expiration of said six (vii) Tenant shall not have advertised or publicized in any way the availability 6)-month period, enter into such Transfer of the Premises at rental rate less than or portion thereof, upon substantially the base rent same terms and additional rent at which Landlord is then offering to lease other space located conditions as are set forth in the Building without prior notice Transfer Notice furnished by Tenant to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect Landlord pursuant to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion Section 14.1 of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior this Lease, as applicable, consents provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice such that Landlord would initially have been entitled to refuse its consent to such Transfer; and (x) Neither Transfer under this Section 14.2, Tenant shall again submit the identity nor business of the proposed Transferee would cause Transfer to Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyfor its approval and other action under this Article 14.

Landlord’s Consent. (a) If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferredtransferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, Transferee and an executed a copy of all existing or proposed documentation effectuating pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer and all or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history (v) such other information as Landlord may reasonably require. Landlord shall not unreasonably withhold its consent to any proposed Transfer of the proposed Transferee Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and any other information required by Landlord which will enable Landlord to determine the financial responsibility, characterof no effect, and reputation shall, at Landlord’s option, constitute a default by Tenant under Section 21.1 of the proposed Transfereethis Lease. Landlord shall respond to Tenant’s request for consent to an assignment or subletting within thirty (30) days following Landlord’s receipt of same. Landlord’s failure to respond within such thirty (30) day period and following a second notice (which notice shall have a heading in at least 12-point type, nature bold and all caps “FAILURE TO RESPOND SHALL RESULT IN A DEEMED CONSENT BY LANDLORD TO A REQUEST FOR ASSIGNMENT OR SUBLETTING”) and Landlord’s failure to respond within five (5) business days after receipt of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in partsecond notice, shall be deemed Landlord’s consent to Tenant’s request for assignment or subletting. Notwithstanding the foregoing, Landlord agrees to use its best efforts to respond to Tenant’s request to consent to a proposed Transfer shall not be unreasonably withheldsooner than the afore-mentioned 30-day time period including, conditioned or delayedwithout limitation, provided and upon condition that: (i) There shall not be an Event requesting a special meeting of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertygoverning board.

Landlord’s Consent. (a) If Tenant desires shall not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (or permit a third party to occupy or use) the Premises, or any part thereof, nor shall any assignment or transfer of this Lease or the right of occupancy hereunder be effected by operation of law or otherwise, without the prior written consent of Landlord’s . Landlord agrees not to unreasonably with hold or delay its consent with respect to an assignment or subletting for general business office use (but the foregoing shall not be construed as waiving Landlord's recapture right if and to the extent then available under and subject to the provisions of SECTION 10.4 below). Subject to the provisions of SECTION 10.6 below, a transfer at any one time or from time to time of fifty percent (50%) or more of an interest in Tenant (whether stock, partnership interest or other form of ownership or control) by any person(s) or entity(ties) having an interest in ownership or control of Tenant shall be deemed to be an assignment of this Lease. Within fifteen (15) days following Landlord's receipt of Tenant's request for Landlord's consent to any Transfera proposed assignment, sublease, or other encumbrance, together with all information required to be delivered by Tenant shall notify pursuant to the provisions of SECTION 10.2 hereof, Landlord in writing, which notice (the “Transfer Notice”) shall include shall: (i) the consent to such proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, transaction; (ii) a description of the portion of the Premises to be transferred, refuse such consent; or (iii) all if and only to the extent then available under and pursuant to the provisions of SECTION 10.4 below, elect to fully or partially terminate this Lease in accordance with and subject to the terms provisions of the proposed Transfer and the consideration thereforSECTION 10.4 below. Any assignment, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental sublease or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required encumbrance without Landlord's written consent shall be voidable by Landlord which will enable Landlord to determine the financial responsibilityand, characterat Landlord's election, and reputation constitute an Event of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) Default hereunder. In the event Landlord does not exercise refuses such consent, Landlord shall notify Tenant of the reason for such refusal. Without limiting the other instances in which Landlord may withhold its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in partconsent, Landlord’s Landlord and Tenant acknowledge that Landlord may withhold its consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment if the proposed Transferee assignee or sublessee is a person or entity of unsavory character or reputation, or which is engaged in a business which is in keeping inconsistent with the then standards quality of the Building Project; however, Landlord agrees to use reasonable business judgment in making such determinations. (b) Notwithstanding that the prior express written permission of Landlord to any of the aforesaid transactions may have been obtained, the following shall apply: (i) In the event of an assignment, contemporaneously with the granting of Landlord's aforesaid consent, Tenant shall cause the assignee to expressly assume in writing and Property agree to perform all of the covenants, duties, and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefore along with Tenant. (ii) All terms and provisions of the proposed use is limited Lease shall continue to the Permitted Use;apply after any such transaction. (iii) The proposed Transferee is a reputable entity In any case where Landlord consents to an assignment, transfer, encumbrance or subletting, the undersigned Tenant and has sufficient financial worth any Guarantor shall nevertheless remain directly and stability in light primarily liable for the performance of all of the responsibilities covenants, duties, and obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent and other sums herein provided to be undertakenpaid), based on evidence provided by T▇▇▇▇▇ (and others) Landlord shall be permitted to Landlordenforce the provisions of this instrument against the undersigned Tenant, as determined any Guarantor and/or any assignee without demand upon or proceeding in any way against any other person. Neither the consent by Landlord to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any Guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other party from obtaining the consent in its reasonable discretion;writing of Landlord to any further assignment, transfer, encumbrance or subletting. (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory Tenant hereby assigns to Landlord the rent and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised other sums due from any subtenant, assignee or publicized in any way the availability other occupant of the Premises at rental rate less than and hereby authorizes and directs each such subtenant, assignee or other occupant to pay such rent or other sums directly to Landlord; provided however, that until the base occurrence of an Event of Default, Tenant shall have the license to continue collecting such rent and additional rent at which Landlord is then offering to lease other space located sums. Notwithstanding the foregoing, in the Building without prior notice event that the rent due and payable by a sublessee under any such permitted sublease (or a combination of the rent payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the hereinabove provided Rent payable under this Lease, or if with respect to and approval a permitted assignment, permitted license, or other transfer by Tenant permitted by Landlord, which approval the consideration payable to Tenant by the assignee, licensee, or other transferee exceeds the Rent payable under this Lease, then Tenant shall not be unreasonably withheld, conditioned or delayed; bound and obligated to pay Landlord fifty percent (viii50%) With respect to a proposed sublease, of the proposed sublease involves, in Landlord’s reasonable judgment, a Net Profits received by Tenant. The term "Net Profits" as used herein shall mean such portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to Rent payable by such Transfer; and (x) Neither the identity nor business assignee or subtenant in excess of the proposed Transferee would cause Landlord to be Rent payable by Tenant under this Lease (or pro rata portion thereof in violation the event of any covenant or restriction contained in another lease at a subletting) for the Property.corresponding period, after deducting from such excess Rent the following:

Landlord’s Consent. (a) If Tenant desires Landlord’s consent and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except as otherwise expressly set forth in this Paragraph 13, neither this Lease nor all or any Transferpart of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall notify Landlord be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”), in writingeach case without Landlord’s prior written consent, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed. Except as otherwise expressly set forth in this Paragraph 13, provided any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and upon condition that: (i) There shall not be constitute an Event of Default that remains uncured; entitling Landlord to exercise all remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness (taking into consideration Tenant’s ongoing liability hereunder); (ii) In Landlord’s reasonable judgment Landlord reasonably determines that the character of the business that would be conducted by the proposed Transferee is engaged in a business which is in keeping assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the then standards character of the Building and Property and the proposed use is limited to the Permitted Use; as a first-class office building; (iii) The proposed Transferee is the assignment or subletting would involve a reputable entity and has sufficient financial worth and stability change in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; use from that expressly permitted under this Lease; or (iv) Neither as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a breach or default by Tenant under this Lease shall have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the entire term of this Lease. For purposes of this Paragraph 13, the following events shall be deemed an assignment or sublease, as appropriate: (Ai) the proposed Transferee nor issuance of equity interests (Bwhether stock, partnership interests or otherwise) in Tenant or assignee, or any entity controlling any of them, to any person or entity whichgroup of related persons, directly in a single transaction or indirectlya series of related or unrelated transactions, controlssuch that, is controlled byfollowing such issuance, such person or group shall have Control (as defined below) of Tenant or assignee; (ii) a transfer of Control of Tenant or assignee, or is under common control with, the proposed Transferee, is then an occupant any entity controlling any of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involvesthem, in Landlord’s reasonable judgmenta single transaction or a series of related or unrelated transactions (including, a portion without limitation, by consolidation, merger, acquisition or reorganization), except that the transfer of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.1005628.07/SF 375170-00002/11-24-16/mrm/mrm -30-

Landlord’s Consent. Tenant it shall not voluntarily or involuntary, because of death divorce or disability, or by operation of law or otherwise assign or encumber its interest in this Lease or in the Premises or sublease all or any part of the Premises, or allow any other person or entity to occupy or use all or any part of the Premises (a) If Tenant desires collectively “Transfer”), without first obtaining Landlord’s prior written consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor unreasonably withheld. Any Transfer without Landlord’s prior written consent shall be voidable at Landlord’s election and shall constitute a default. If Tenant is a partnership, withdrawal, change or transfer of interest of one or more partners owning more than a twenty-five percent (25%) interest in the partnership (in one hundred eighty or more transfers), or if Tenant is a corporation any transfer of twenty-five percent (18025%) days after the date of delivery its stock (in one or more transfers), shall constitute Transfer and shall be subject to this Article 10. Occupancy of the Transfer Notice, (ii) a description of the portion all or part of the Premises for the same use as permitted by Article 4 by parent or subsidiary companies of Tenant shall not be deemed a Transfer. Tenant shall give Landlord advance written notice of Tenant’s intent to be transferredTransfer, (iii) all the name of the proposed Transferee, information concerning the financial responsibility of the propose Transferee, a full description of the terms of the proposed Transfer including copies of documents relating thereto, a description of the proposed use of the Premises, a list of personal business and the consideration therefor, including the name and address references of the proposed Transferee, similar information for any proposed guarant_ and an executed copy any other information, documentation or evidence that may be reasonably requested by Landlord. In connection with any proposed or requested consent to Transfer this Lease, Tenant shall pay to Landlord a transfer fee of $500 (payment of which shall accompany Tenant’s request for Transfer), plus all documentation effectuating of Landlord’s reasonable attorneys’ fees expended in connection with the proposed Transfer. Within ten (10) business days after the submission of all required information described in the preceding sentence, including all operative documents Landlord shall give notice to evidence Tenant of its election under subsection 10.2 below. If Landlord fails to give such Transfer and all agreements incidental or related notice, Landlord shall be presumed to have denied Tenant’s request for such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent 's and Tenant's agreement with regard to any Transfer, Tenant shall notify Landlord Tenant's right to transfer all or part of its interest in writingthe Premises is as expressly set forth in this Paragraph 16. Except upon Landlord's prior written consent, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which consent shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises subject to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. Landlord's rights under Paragraph 16 (b), below) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned delayed or delayedconditioned, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards neither this Lease nor all or any part of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity whichleasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively an "assignment") and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a "sublease"). Tenant agrees that any instrument by which Tenant assigns or sublets all or any portion of the Premises shall expressly provide that the subtenant or assignee may not further assign or sublet the assigned or sublet space without Landlord's prior written consent and that the assignee or subtenant will comply with all of the provisions of this Lease and that Landlord may enforce the Lease provisions directly against such assignee or subtenant. Any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies provided in Paragraph 27 of this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the subtenant or assignee, it being agreed by the parties hereto that any such, rights and options are personal to Tenant named herein and may not be transferred. In no event shall Tenant assign this Lease or sublet the Premises or any portion thereof to any then existing tenant of said Building, without Landlord's consent, which consent may be withheld in Landlord's sole discretion. Tenant shall pay Landlord's reasonable costs incurred in connection with Tenant's request to assign this Lease or sublet the Premises, regardless whether or not the Landlord consents to the proposed transfer. If Tenant is a corporation or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty percent (50%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or of the partnership interests in Tenant, as the case may be, shall not constitute an assignment for which Landlord's consent is required as provided in this Paragraph 16. provided, however, that if Tenant is a publicly traded corporation, transfers of Tenant's stock through a nationally recognized stock exchange, including an initial public offering of Tenant's stock, shall not constitute an assignment requiring Landlord's consent in addition. Tenant may assign or sublet this Lease, without Landlord's consent, to any corporation or other entity which controls, is controlled by, or is under common control withwith Tenant, the proposed Transfereeor to any corporation or other entity resulting from a merger, is then an occupant of reorganization or consolidation with Tenant, or to any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, which acquires a controlling interest in Tenant's stock or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability substantially all of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering assets of Tenant as a going concern (collectively, an "AFFILIATE"), provided that, as to lease other space located in the Building without prior notice an assignment to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed subleasean Affiliate, the proposed sublease involves, Affiliate assumes in Landlord’s writing all of Tenant's remaining obligations under this Lease and that Tenant gives Landlord such reasonable judgment, a portion of information as Landlord shall reasonably request regarding the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the PropertyAffiliate.

Landlord’s Consent. (a) If In the event that Tenant desires complies with the provisions of Section 9.02 and Landlord does not exercise any Landlord’s Option within the A/S Review Period, and provided that no Event of Default then exists, and subject to the provisions of Section 9.05(c) hereof, Landlord’s consent (which must be in writing and in form reasonably satisfactory to Landlord) to a proposed assignment or sublease to the party identified in the Second A/S Notice (hereinafter defined) shall not be unreasonably withheld or delayed, provided and upon the condition that (Tenant hereby agreeing that it shall be reasonable for Landlord to withhold its consent to a proposed assignment or subletting if, among other things, any Transferof the following conditions are not satisfied): (i) Tenant has complied with the provisions of Section 9.02, the A/S Review Period has expired and Landlord has not exercised any Landlord’s Option by the last day of the A/S Review Period; (ii) Within six (6) months after the last day of the A/S Review Period, Tenant shall notify has given notice to Landlord in writing, which notice (the “Transfer Second A/S Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) Tenant’s desire to assign this Lease or sublet or a description of the portion of the Premises to be transferreda specific person, (iii) all of the terms together with a fully executed counterpart of the proposed Transfer assignment or sublease, the date on which Landlord receives the Second A/S Notice and the consideration therefordocumentation described above being herein referred to as the “Second A/S Notice Date”. The Second A/S Notice shall contain (A) a statement setting forth, in reasonable detail, the identity of the proposed assignee or subtenant, including the name names and address addresses of the proposed Transfereeassignee or subtenant and of its constituent members, shareholders, partners and/or other principals; (B) reasonably satisfactory information as to the nature and an executed copy character of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements business of the proposed Transferee certified by an officer, partner assignee or owner thereof, business credit subtenant and personal references and history as to the nature of its proposed use of the Premises; (C) current banking, financial and other credit information relating to the proposed Transferee and any other information required by Landlord which will assignee or subtenant reasonably sufficient to enable Landlord to determine the financial responsibility, character, responsibility and reputation character of the proposed Transfereeassignee or subtenant, nature including its most recent financial report (all of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer Information shall be accurate and complete in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6all material respects); (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. If Landlord, upon receiving Tenant’s notice with respect to any such space, does not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold its consent to Tenant’s assignment of this Lease or subletting the space covered by its notice. Landlord shall not be deemed to have unreasonably withheld its consent to a sublease of part or all of the Premises or an assignment of this Lease if its consent is withheld because: (a) If Tenant desires Landlordis then in default hereunder; (b) any notice of termination of this Lease or termination of Tenant’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice possession was given under Article 17; (the “Transfer Notice”c) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises which Tenant proposes to be transferred, (iii) all of the terms of the proposed Transfer and the consideration thereforsublease, including the name means of ingress thereto and address egress therefrom and the proposed use thereof, or the remaining portion of the proposed TransfereePremises, and an executed copy of all documentation effectuating or both, will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In Premises by the event Landlord subtenant or assignee does not exercise its options pursuant to Section 6.5 below to recapture conform with the Premises or terminate this Lease use permitted by Article 5; (e) in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s the reasonable judgment of Landlord, the proposed Transferee subtenant or assignee is of a character or is engaged in a business which is in keeping with would be deleterious to the then standards reputation of the Building and Property and Building, or the subtenant or assignee is not sufficiently financially responsible to perform its obligations under the proposed use is limited to the Permitted Use; sublease or assignment; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (Af) the proposed Transferee nor subtenant or assignee is a government or a government agency; (Bg) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, subtenant or assignee is then an occupant of any part of the Property; Office Complex or an entity to whom Landlord or Landlord's agent have been marketing space in the Office Complex; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (viih) Tenant shall not have has failed to notify Landlord prior to seeking the services of a real estate broker or other real estate consultant, as set forth above; or (i) in the course of seeking an assignee, subtenant or other occupant of its space, Tenant has publicly advertised (or publicized in any way permitted the availability of the Premises at public advertisement of) a rental rate less that is lower than the base rent and additional rent at rental rate then payable by Tenant pursuant to this Lease; provided, however, that the foregoing are merely examples of reasons for which Landlord is then offering to lease other space located in the Building without prior notice to may withhold its consent and approval by Landlord, which approval shall not be unreasonably withhelddeemed exclusive of any permitted reasons for reasonably withholding consent, conditioned whether similar to or delayed; (viii) With dissimilar from the foregoing examples. In the event of any assignment hereunder, any options contained in this Lease with respect to a proposed subleaseadditional term(s), the proposed sublease involvesadditional space, or otherwise, shall automatically lapse and be of no further force or effect, unless otherwise expressly set forth in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior this Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. (a) If Tenant desires shall not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (or permit a third party to occupy or use) the Premises, or any part thereof, nor shall any assignment or transfer of this Lease or the right of occupancy hereunder be effected by operation of law or otherwise, without the prior written consent of Landlord, such consent not to be unreasonably withheld. A transfer at any one time or from time to time of a majority interest in Tenant (whether stock, partnership interest or other form of ownership or control) shall be deemed to be an assignment of this Lease, unless at the time of such transfer Tenant is an entity whose outstanding stock is listed on a recognized security exchange. Within 30 days following Landlord’s receipt of Tenant’s request for Landlord’s consent to any Transfera proposed assignment, sublease, or other encumbrance, together with all information required to be delivered by Tenant shall notify pursuant to the provisions of this Section 9.1, Landlord in writing, which notice (the “Transfer Notice”) shall include shall: (i) the consent to such proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, transaction; (ii) refuse such consent; or (iii) elect to terminate this Lease in the event of an assignment, or in the case of a description of sublease, terminate this Lease as to the portion of the Premises proposed to be transferredsublet in accordance with the provisions of Section 9.2. Any assignment, sublease or other encumbrance without Landlord’s written consent shall be voidable by Landlord and, at Landlord’s election, constitute an Event of Default hereunder. Without limiting other instances in which Landlord may reasonably withhold consent to an assignment or sublease, Landlord and Tenant acknowledge that Landlord may withhold consent (iiia) all if an Event of Default exists under this Lease or if an Event of Default would exist but for the pendency of any cure periods provided under Section 21.1; or (b) if the proposed assignee or sublessee is: a governmental entity; a person or entity with whom Landlord has negotiated for space in the Project during the prior 6 months; a present tenant in the Project; a person or entity whose tenancy in the Project would violate any exclusivity arrangement which Landlord has with any other tenant; a person or entity of a character or reputation or engaged in a business which is not consistent with the quality of the terms Project; or not a party of reasonable financial worth and/or financial stability in light of the proposed Transfer and responsibilities involved under this Lease on the consideration therefordate consent is requested. If Tenant requests Landlord’s consent to a specific assignment or subletting, including Tenant will submit in writing to Landlord: (1) the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental assignee or related to such Transfer, subtenant; (iv2) current financial statements a counterpart of the proposed Transferee certified by an officer, partner agreement of assignment or owner thereof, sublease; (3) reasonably satisfactory information as to the nature and character of the business credit and personal references and history of the proposed Transferee assignee or subtenant, and any as to the nature of its proposed use of the space; (4) banking, financial or other credit information required by Landlord which will reasonably sufficient to enable Landlord to determine the financial responsibility, character, responsibility and reputation character of the proposed Transferee, nature of assignee or subtenant; (5) executed estoppel certificates from Tenant containing such Transferee’s business information as provided in Article XXIV; and proposed use of the Premises(6) any other information reasonably requested by Landlord. (b) In Notwithstanding that the event prior express written permission of Landlord does not exercise its options pursuant to Section 6.5 below to recapture any of the Premises or terminate this Lease in whole or in partaforesaid transactions may have been obtained, Landlord’s consent to a proposed Transfer the following shall not be unreasonably withheld, conditioned or delayed, provided and upon condition thatapply: (i) There In the event of an assignment, contemporaneously with the granting of Landlord’s aforesaid consent, Tenant shall not cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties, and obligations of Tenant hereunder and such assignee shall be an Event of Default that remains uncured;jointly and severally liable therefore along with Tenant. (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards All terms and provisions of the Building and Property and the proposed use is limited Lease shall continue to the Permitted Use;apply after any such transaction. (iii) The proposed Transferee is a reputable entity In any case where Landlord consents to an assignment, transfer, encumbrance or subletting, the undersigned Tenant and has sufficient financial worth any guarantor shall nevertheless remain directly and stability in light primarily liable for the performance of all of the responsibilities covenants, duties, and obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent and other sums herein provided to be undertakenpaid), based on evidence provided by T▇▇▇▇▇ (and others) Landlord shall be permitted to Landlordenforce the provisions of this instrument against the undersigned Tenant, as determined any guarantor and/or any assignee without demand upon or proceeding in any way against any other person. Neither the consent by Landlord to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other party from obtaining the consent in its reasonable discretion;writing of Landlord to any further assignment, transfer, encumbrance or subletting. (iv) Neither Tenant hereby assigns to Landlord the rent and other sums due from any subtenant, assignee or other occupant of the Premises and hereby authorizes and directs each such subtenant, assignee or other occupant to pay such rent or other sums directly to Landlord; provided however, that until the occurrence of an Event of Default, Tenant shall have the license to continue collecting such rent and other sums. Notwithstanding the foregoing, in the event that the rent due and payable by a sublessee under any such permitted sublease (Aor a combination of the rent payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled byhereinabove provided Rent payable under this Lease, or is under common control withif with respect to a permitted assignment, permitted license, or other transfer by Tenant permitted by Landlord, the proposed Transfereeconsideration payable to Tenant by the assignee, is licensee, or other transferee exceeds the Rent payable under this Lease, then an occupant of any part of Tenant shall be bound and obligated to pay Landlord such excess rent and other excess consideration in accordance with Section 9.3 within 10 days following receipt thereof by Tenant from such sublessee, assignee, licensee, or other transferee, as the Property;case may be. (v) The proposed Transferee is Tenant shall pay Landlord a fee in an amount not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory exceed $1,000.00 to reimburse Landlord and shall comply with the applicable provisions of for all its expenses under this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building IX for each proposed transaction, including, without prior notice to and approval by Landlordlimitation, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyattorneys’ fees.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent and Tenant’s agreement with regard to any TransferTenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, Tenant shall notify Landlord in writingexcept upon Landlord’s prior written consent, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which consent shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises subject to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not rights under Paragraph 13(d) below) be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards or conditioned, neither this Lease nor all or any part of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity whichleasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting which requires but is entered into without Landlord’s prior written consent shall, at Landlord’s option, be voidable and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, as reasonably determined by Landlord; (ii) the space will be used for a school or training facility (excluding internal training), an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the provision of social, welfare or clinical health services or sleeping accommodations (whether temporary, daytime or overnight); (iii) the proposed assignee or subtenant (or any person which directly or indirectly controls, is controlled by, or is under common control with, with the proposed Transferee, assignee or subtenant) is then an occupant of any part a current tenant of the Property; Building (unless Landlord does not have sufficient space within the Project for such tenant) or has negotiated with Landlord within the preceding one hundred twenty (120) days (or is currently negotiating with Landlord) to lease space in the Project; (iv) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (v) The Landlord determines that the character of the business that would be conducted by the proposed Transferee assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is not a person an entity or related to an entity with whom L▇▇▇▇▇▇▇ is then, Landlord or during any affiliate of Landlord has had adverse dealings within the preceding nine two (92) months has been, actively negotiating year period prior to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; requested assignment or sublease; (vii) Tenant shall not have advertised the assignment or publicized in subletting may conflict with any way the availability exclusive uses granted to other tenants of the Premises at rental rate less than Project, or with the base rent and additional rent at which Landlord is then offering to lease terms of any easement, covenant, condition or restriction, or other space located in agreement affecting the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; Project; (viii) With respect the assignment or subletting would involve a change in use from that expressly permitted under this Lease; (ix) Landlord determines, in its reasonable opinion, that the proposed assignee will be unable to a perform all of Tenant’s obligations under this Lease or the proposed sublease, subtenant will be unable to perform all of its obligations under the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and or (x) Neither the identity nor business as of the proposed Transferee would cause date Tenant requests Landlord’s consent or as of the date Landlord to responds thereto, an Event of Default by Tenant under this Lease shall have occurred and be in violation continuing. Landlord’s foregoing rights and options shall continue throughout the entire term of any covenant or restriction contained in another lease at the Propertythis Lease.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingnot assign, sublease, transfer, pledge or encumber this Lease, the Premises, or any interest therein (including the granting of any concessions, licenses or other rights to persons or entities other than Tenant's employees to occupy the Premises for business or other income-producing activities), without Landlord's prior written consent, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, withheld provided and upon condition that: that (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A1) the proposed Transferee nor has a net worth equal to or greater than that of Tenant as of the Commencement Date and as of the date of the proposed assignment, subletting or other transfer, (B2) any person or entity whichthe Transferee proposes to operate on the Premises a full service restaurant, directly or indirectly, controls, which is controlled bynot out of character and not conflicting with, or is under common control with, cause any default on the proposed Transferee, is then an occupant of any part of the Landlord with respect to the terms of any other lease(s) it has entered into with respect to any other portion(s) of the Property; , and (v3) The proposed Transferee Landlord is not reasonably satisfied with all other information provided as set forth in Subsection 11.2 below. Any such attempted assignment, sublease or other transfer or encumbrance by Tenant in violation of the terms and covenants of this Subsection shall be void. For purposes hereof, if Tenant shall be a person or entity with whom L▇▇▇▇▇▇▇ is thencorporation, partnership, limited partnership, or during other entity other than a natural person, the preceding nine transfer, sale, or other disposition of fifty percent (950%) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability more of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease stock, partnership interest, or other space located beneficial interest in the Building without prior notice to and approval by Landlordsuch entity, which approval shall not be unreasonably withhelddeemed an assignment of this Lease. If Tenant's interest in the Premises and this Lease is transferred to an Affiliate or to another entity as part of a transaction by which such other entity shall acquire the Premises and all other restaurants operated by Tenant, conditioned or delayed; (viii) With respect then the Landlord's consent shall be granted, provided that the Tenant shall first provide to a proposed subleaseLandlord all information required under the terms of Subsection 11.2 hereof, the proposed sublease involves, in Landlord’s reasonable judgment, a portion acquiring entity shall first assume and agree to pay all obligations of the Premises which is independently leasable space; (ix) The holder Tenant hereunder, and the Tenant shall first reaffirm their continuing obligations for the Tenant's performance under the terms of any Superior Mortgage and/or Superior this Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. Tenant shall not sell, assign, encumber, mortgage or transfer this Lease or any interest therein, sublet or permit the occupancy or use by others of the Premises or any part thereof, or allow any transfer hereof of any lien upon Tenant’s interest by operation of law or otherwise (collectively, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limiting Landlord’s right to withhold such consent, the withholding of such consent may be based upon, but not limited to, the following: (a) If Tenant desires Landlord’s consent In the reasonable judgment of ▇▇▇▇▇▇▇▇, the subtenant or assignee (A) is of a character or engaged in a business, or proposes to any Transferuse the Premises in a manner which is not in keeping with the standards of Landlord for the Building, Tenant shall notify Landlord in writing, which notice or (B) has an unfavorable reputation or credit standing; (b) Either the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion area of the Premises to be transferred, (iii) all sublet or the remaining area of the terms Premises is not regular in shape with appropriate means of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental ingress or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncuredegress suitable for normal renting purposes; (iic) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which Tenant is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted UseDefault under this Lease; (iiid) [Intentionally Omitted]; (e) The proposed Transferee sublessee or assignee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ Landlord is then, or during the preceding nine (9) months has been, actively then negotiating to lease space at in the Property;Building; or (vif) The proposed Transfer assignment or sublease instrument does not have the substance or form which is reasonably acceptable to Landlord. If Landlord consents to such sublet or assignment, such consent shall be expressly contingent upon Tenant’s payment to Landlord, as Rent, Landlord’s costs and expenses incurred in form reasonably satisfactory to Landlord connection therewith, including, but not limited to, reasonable attorney’s fees and shall comply Landlord’s construction supervision fee, if applicable. Any Transfer which is not in compliance with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way shall, at the availability option of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned void and of no force or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyeffect.

Landlord’s Consent. (a) If Tenant desires Landlord’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld or delayed, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be as signed, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises or any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to any Transferan assignment or sublease, Tenant shall notify it shal1 be reasonable for Landlord in writing, which notice (the “Transfer Notice”) shall include to withhold its consent where: (i) the proposed effective date assignee or subtenant is a prospective tenant of the TransferOffice Park with whom Landlord, which shall not be less than thirty within the immediately prior four (304) days nor more than one hundred eighty months, has had written correspondence (180such as the issuance of a letter of intent or written proposal of lease terms or the receipt by Landlord of a request for proposal) days after regarding the date leasing of delivery space in the Office Park and Landlord has adequate space in the Office Park to meet such prospective tenant’s space requirements, or the proposed assignee or subtenant is a current tenant of the Transfer Notice, Office Park and Landlord has adequate available space to meet that tenant’s expansion requirement; (ii) a description Landlord reasonably disapproves of the portion of the Premises to be transferredproposed assignee’s or subtenant’s reputation or creditworthiness, (iii) all Landlord reasonably determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iv) the proposed assignee or subtenant is an entity or the affiliate of an entity to whom Landlord or any affiliate of Landlord has previously leased space (or is an entity or an affiliate of an entity that has been a subtenant in a Building owned by Landlord or an affiliate of Landlord) and such entity (or related entity) has been in default (beyond any applicable notice and/or grace period) of any of its obligations under the applicable lease or sublease or has been a party to litigation or other 1egal action involving Landlord (or related entity); (v) the assignment or subletting may (in Landlord’s good faith judgment) conflict with any exclusive uses granted to other tenants of the Real Property o the Office Park, or with the terms of the proposed Transfer and the consideration thereforany easement, including the name and address of the proposed Transfereecovenant, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental condition or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled byrestriction, or is under common control with, other agreement affecting the proposed Transferee, is then an occupant of any part of Real Property or the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; Office Park; (vi) The proposed Transfer shall be the assignment or subletting would result in form reasonably satisfactory to Landlord and shall comply with a violation of the applicable use provisions of this Article 6; set forth in Paragraph 8.a. above; or (vii) Tenant shall not have advertised Landlord reasonably determines that the proposed assignee may be unable to perform all of Tenant’s obligations under this Lease or publicized in any way the availability proposed subtenant may be unable to perform all of its obligations under the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in . Landlord’s reasonable judgment, a portion foregoing rights and options shall continue throughout the entire term of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior this Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. (a) If Tenant desires Landlord’s Landlord shall not unreasonably withhold or delay its consent to any Transfer, Tenant shall notify Landlord proposed Transfer on the terms specified in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer NoticeNotice and shall provide its consent, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental deny consent or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant right to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in partwriting no later than twenty-one (21) days following ▇▇▇▇▇▇’s request which includes all of the information required to be provided by Tenant to Landlord hereunder. Without limitation as to other reasonable grounds for withholding consent, Landlord’s the parties hereby agree that it shall be reasonable under this Lease and under any applicable Law for Landlord to withhold consent to a any proposed Transfer shall not be unreasonably withheld, conditioned where one or delayed, provided and upon condition that: more of the following apply: (ia) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed The Transferee is of a character or reputation or engaged in a business which is in keeping not suitable with the then standards quality of the Building and or the Property and as reasonably determined by Landlord; (b) the Transferee intends to use the Premises for purposes which are not permitted under this Lease or would result in a violation of another tenant’s rights or of an agreement by which Landlord is bound; (c) the Transferee is either a governmental agency or instrumentality thereof; (d) an Event of Default has occurred; (e) the Transferee’s financial condition is at least equal to that of Tenant as of the date of this Lease but in any event not less than Ten Million Dollars ($10,000,000.00), (f) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed use Transfer; (g) Landlord is limited not able to obtain the Permitted Use; consent of any third parties having approval rights, (iiih) The proposed Transferee Tenant is a reputable entity and has sufficient financial worth and stability in light occupancy of less than fifty percent (50%) of the responsibilities to be undertakenRentable Square Footage of the Premises, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (Ai) the proposed Transferee nor (B) any person has delivered a letter of intent to Landlord or entity which, directly or indirectly, controls, is controlled byLandlord’s agent to lease space in the Building, or is under common control withthe Transferee and Landlord or Landlord’s agent have commenced negotiations to lease space in the Building, or (j) the Transferee occupies space in the Building. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom LTransfer and ▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer ’s sole remedy shall be in form reasonably satisfactory an action to Landlord and shall comply with the applicable provisions of this Article 6; (vii) enforce any such provision through specific performance or declaratory judgment. Tenant shall not have advertised indemnify, defend and hold harmless the Landlord Related Parties from any and Claims involving any third party or publicized in any way the availability parties (including, without limitation, ▇▇▇▇▇▇’s proposed Transferee) who claim they were damaged by ▇▇▇▇▇▇▇▇’s alleged wrongful withholding of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyconsent.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent Following the initial construction of improvements pursuant to any TransferArticle 7 above, Tenant shall notify Landlord be responsible for all redecorating, remodeling, alterations, improvements and painting of the Premises during the Term, subject to the restrictions in writingthis Section 8.5. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, “Alterations”) without the prior written consent of Landlord, which notice (the “Transfer Notice”) consent shall include (i) the proposed effective date of the Transfer, which shall be requested by Tenant not be less than thirty (30) days nor more than one hundred eighty prior to the planned commencement of such Alterations and which consent shall not be unreasonably withheld by Landlord; provided, however, Landlord may withhold its consent to any Alterations that would adversely affect (180a) days after the date of delivery Building’s structure or structural elements or the Building’s mechanical or utility systems, or (b) the exterior appearance of the Transfer NoticeBuilding. Further, (ii) Landlord may condition its consent to any Alterations on Tenant’s obtaining a description letter of credit, bond or other form of security satisfactory to Landlord, in its sole discretion, to ensure Tenant’s compliance with its obligations hereunder. Tenant shall not paint or install lighting or decorations, signs, window or door lettering, or advertising media of any type visible from the portion exterior of the Premises to without the prior written consent of Landlord, which consent may be transferredwithheld in Landlord’s sole and absolute discretion. All Alterations shall be constructed, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transfereemaintained, and an executed copy of used by Tenant, at its risk and expense, in accordance with all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, applicable Laws. Landlord’s consent to a proposed Transfer or approval of any Alterations (or the plans therefor) shall not be unreasonably withheldconstitute a representation or warranty by Landlord, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In nor Landlord’s reasonable judgment acceptance, that the proposed Transferee is engaged in a business which is in keeping same comply with the then standards of the Building sound architectural and/or engineering practices or with all applicable Laws, and Property and the proposed use is limited Tenant shall be solely responsible for ensuring all such compliance. Tenant may, however, make non-structural Alterations to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability interior of the Premises at rental rate less than (excluding the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Leaseroof), as applicablelong as they are not visible from the outside, consents to such Transfer; and (x) Neither do not involve puncturing, relocating or removing the identity nor business of roof or any existing walls, they do not affect the proposed Transferee would cause Landlord to be in violation of any covenant Building’s structure or restriction contained in another lease at structural elements or the PropertyBuilding’s mechanical or utility systems, they do not require a building permit, and the cost thereof does not exceed $25,000.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingnot voluntarily, which notice involuntarily or by operation of law assign, mortgage, pledge or encumber (the “Transfer Notice”collectively "assignment") shall include (i) the proposed effective date of the Transferthis Lease, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, or sublet the whole or any part of the premises, or permit the use or occupancy of the whole or any part of the premises by others, including, without limitation, the operation of all or any part of the premises by a licensee or concessionaire, without first obtaining in each and every instance the prior written consent of Landlord’s , which consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided however, Tenant may assign this Lease to its parent corporation or another subsidiary of its parent corporation without consent, but upon providing written notice of such assignment to Landlord. Any consent by Landlord to an assignment or subletting or use or occupancy by others shall be held to apply only to the specific transaction thereby authorized and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in constitute a business which is in keeping with the then standards waiver of the Building and Property and necessity for such consent to any subsequent assignment or subletting or use or occupancy by others. If this Lease or any interest herein be assigned or if the proposed use is limited premises or any part thereof be sublet or used or occupied by anyone other than Tenant with Landlord's prior written consent, Tenant shall pay to Landlord monthly the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light excess of the responsibilities consideration received or to be undertakenreceived during such month for such assignment, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled bysublease, or is under common control withoccupancy (whether or not denoted as rent) over the rent reserved for such month in this Lease applicable to such portion of the premises so assigned, sublet or occupied. If this Lease or any interest of Tenant herein be assigned or if the proposed Transferee, is then an occupant of whole or any part of the Property; (v) The proposed Transferee is not a person premises be sublet or entity with whom L▇▇▇▇▇▇▇ is thenused or occupied by others, or during after having obtained Landlord's prior written consent thereto, Tenant shall nevertheless remain fully liable for the preceding nine (9) months has been, actively negotiating full performance of all obligations under this Lease to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord performed by Tenant and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized be released therefrom in any way the availability of the Premises at rental rate less than the base rent and additional rent at which manner. Whether or not Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.proposed

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any TransferExcept as provided herein, Tenant shall notify Landlord in writingnot assign its interests hereunder, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the sublease all or any portion of the Premises (for purposes of this Lease, a license shall be deemed to be transferreda sublease), (iii) all of or list the terms of the proposed Transfer and the consideration thereforPremises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, including the name and address of the proposed Transfereepost, and an executed copy of all documentation effectuating the proposed Transfercommunicate or solicit prospective assignees or subtenants through any direct or indirect means, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and allow any other information required by Landlord which will enable Landlord person to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use or occupy any portion of the Premises. (b) In , without the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in partprior written consent of Landlord, Landlord’s consent to a proposed Transfer which shall not be unreasonably withheld, conditioned delayed or delayedconditioned, provided and upon condition thatexcept that Landlord shall not, under any circumstances, be obligated to consent to any assignment or subletting by Tenant (i) to any other tenant of the Building, so long as Landlord then has or will (as of the effective date of Tenant’s proposed assignment or subletting) have additional comparable space available in the Building to lease to such other tenant, (ii) by operation of Law (subject to Article 16.B. below) or (iii) to any person who fails to meet any of the other reasonable criteria of Landlord that Tenant was required to meet prior to the execution of this Lease. Without limiting the generality of the foregoing, it shall be reasonable for Landlord to deny consent if: (i1) There shall The financial strength of the proposed assignee, both in terms of net worth and in terms of reasonably anticipated cash flow over the Lease Term, is not reasonably acceptable to Landlord, taking into account the fact that Tenant would still be an Event liable under the terms of Default that remains uncured;this Lease (unless Tenant is released by Landlord as provided herein). (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii2) The proposed Transferee is a reputable entity and has sufficient financial worth and stability assignee or subtenant will burden the Premises and/or Building Common Areas to an extent substantially in light excess of that of typical office tenants of the responsibilities to be undertakenBuilding, based whether through disproportionate demand for landlord services or utilities, disproportionate bearing weights on evidence provided by T▇▇▇▇▇ (and others) to Landlordfloor areas, as determined by Landlord in its reasonable discretion;disproportionate parking requirements, deterioration of floors or other elements of the Building, or otherwise. (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v3) The proposed Transferee is not a person assignee or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating subtenant intends to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory make substantial alterations to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involveswould, in Landlord’s reasonable judgment, result in a portion material net decrease in the value of the Premises as improved. (4) The proposed assignee’s or subtenant’s use of the Premises will not, in Landlord’s commercially reasonable judgment, be compatible with the uses of the other tenants in the Building or will be appropriate for a Class A office building. (5) The use to be made of the Premises by the proposed assignee or subtenant is for other than general or professional business offices and is (A) not generally consistent with the character and nature of all other tenancies in the Office Component, or (B) a use which conflicts with any so-called “exclusive” then in favor of, or for any use which is independently leasable space;the same as that stated in any percentage rent lease to, another tenant of the Building, or (C) a use which would be prohibited by any other portion of this Lease (including, but not limited to, any rules and regulations then in effect). (ix6) The holder proposed assignee or subtenant is either a governmental agency or instrumentality thereof. (7) Either the proposed assignee or subtenant or any person or entity which controls, is controlled by or is under common control with the proposed assignee or subtenant (A) occupies space in the Building at the time of any Superior Mortgage and/or Superior Leasethe request for consent, and Landlord then has or will (as applicable, consents of the effective date of Tenant’s proposed assignment or subletting) have additional comparable space available in the Building to lease to such Transfer; and proposed assignee or subtenant, or (xB) Neither is negotiating with Landlord or has negotiated with Landlord during the identity nor business six (6) month period immediately preceding the date of the proposed Transferee would transfer, to lease space in the Building. For purposes hereof, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. (8) The proposed assignee or subtenant (A) has an anticipated use of the Premises involving the generation, storage, use, treatment, or disposal of Hazardous Material in a way or to an extent that is greater than general business office use; or (B) has been required by any prior landlord, lender, or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such transferee’s actions or use of the property in question. With respect to any proposed assignment or subleasing requiring Landlord’s consent, Tenant shall submit to Landlord in writing, at least thirty (30) days prior to the effective date of the assignment or sublease, (a) a notice of application to assign or sublease, setting forth the proposed effective date, which shall be not less than thirty (30) or more than one hundred twenty (120) days after the delivery of such notice; (b) the name of the proposed assignee or subtenant; (c) the nature of the proposed assignee’s or subtenant’s business to be carried on in violation the Premises; (d) the terms of the proposed sublease or assignment; and (e) a current financial statement of the proposed assignee or subtenant. Tenant shall not submit any covenant such application to Landlord until Tenant has received a bona fide offer from the proposed assignee or restriction contained subtenant, and Tenant shall furnish Landlord, in another lease at addition to the Propertyforegoing, with all other information reasonably required by Landlord with respect to such assignment or sublease, assignee or subtenant. Unless the stock in Tenant is publicly traded on a regulated securities exchange, any transfer (or sequence of transfers resulting, in the aggregate, in the transfer) of fifty percent (50%) or more of the beneficial ownership of Tenant shall constitute an assignment for purposes of this Article 16.

Landlord’s Consent. (a) If Tenant desires shall not assign this Lease, or sublease all or any part of the Premises, or permit the use of the Premises by any party other than Tenant and Gemini Air Cargo, L.L.C., without the prior written consent of Landlord which consent shall not be unreasonably, withheld, delayed or conditioned. When Tenant requests Landlord’s ' consent to any Transfersuch assignment or sublease, Tenant it shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include writing of (i) the proposed effective date name and address of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, proposed assignee or subtenant; (ii) the nature and character of the business of the proposed assignee or subtenant; (iii) financial information including financial statements of the proposed assignee or subtenant; and (iv) a description copy of the proposed sublet or assignment agreement. Tenant shall thereafter immediately provide to Landlord any and all other information and documents reasonably requested by Landlord in order to assist Landlord with its consideration of Tenant's request hereunder. Landlord shall have the option (to be exercised within twenty (20) days from the submission of Tenant's request and receipt of all other information requested hereunder) to cancel this Lease as it affects the portion of the Premises to be transferred, (iii) all subleased or assigned as of the terms of commencement date stated in the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental sublease or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by assignment. If Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does shall not exercise its options pursuant to Section 6.5 below to recapture option within the Premises or terminate this Lease in whole or in parttime set forth above, Landlord’s 's consent to a any proposed Transfer assignment or sublease shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingnot sell, which notice (assign, encumber, ------------------ mortgage or transfer this Lease or any interest therein, sublet or permit the “Transfer Notice”) shall include (i) the proposed effective date occupancy or use by others of the Premises or any part thereof, or allow any transfer hereof of any lien upon Tenant's interest by operation of law or otherwise (collectively, a "Transfer") without the prior written consent of Landlord, given or withheld, in its reasonable discretion. Any Transfer which is not in compliance with the provisions of this Article 20 shall, at the option of Landlord, be void and of no force or effect. Tenant shall, by written notice in the form specified in the following sentence, advise Landlord of Tenant's intention on a stated date (which shall not be less than sixty (60) days after date of Tenant's notice) to sublet, assign, mortgage or otherwise Transfer any part or all of the Premises or its interest therein for the balance or any part of the Term, and, in such event, Landlord shall have the right, to be exercised by giving written notice to Tenant within thirty (30) days nor more than one hundred eighty (180) days after receipt of Tenant's notice, to recapture the space described in Tenant's notice and such recapture notice shall, if given, cancel and terminate this Lease with respect to the space therein described as of the date of delivery of the Transfer Notice, stated in Tenant's notice. Tenant's notice shall provide Landlord with (iii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transfereesubtenant, assignee, pledgee, mortgagee or transferee, (ii) a reasonably detailed description of such person or entity's business, (iii) detailed financial references and an executed copy of all documentation effectuating the proposed Transfercertified, including all operative documents to evidence audited financial statements for such Transfer and all agreements incidental person or related to such Transferentity, (iv) current financial statements a true and complete copy of the proposed Transferee certified by an officersublease, partner assignment, pledge, mortgage or owner thereofother conveyance and all related documentation, business credit and personal references and history (v) such other information as Landlord may reasonably require. If Tenant's notice shall cover all of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, characterspace hereby demised, and reputation Landlord shall elect to give the aforesaid recapture notice with respect thereto, then the Term shall expire and end on the date stated in Tenant's notice as fully and completely as if that date had been herein definitely fixed for the expiration of the proposed TransfereeTerm. If, nature however, this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Monthly Base Rent and Adjustments then in effect shall be adjusted on the basis of such Transferee’s business and proposed use the number of rentable square feet retained by Tenant in proportion to the original Area of the Premises., and this Lease as so amended shall continue thereafter in full force and effect. In such event, Tenant shall pay the cost of erecting demising walls and public corridors and making other required modifications to physically separate the portion of the Premises remaining subject to this Lease from the rest of the Premises, including all electrical and mechanical services and changes to effect such separation. If Landlord, upon receiving Tenant's notice that it intends to sublet or assign any such space, shall not exercise its right to recapture the space described in Tenant's notice, Landlord will, as herein above provided, determine whether to approve Tenant's request to sublet or assign the space covered by its notice. Without limiting Landlord's right to withhold such consent, the withholding of such consent may be based upon, but not limited to, the following: (a) In the reasonable judgment of Landlord, the subtenant or assignee (A) is of a character or engaged in a business or proposes to use the Premises in a manner which is not in keeping with the standards of Landlord for the Building or (B) has an unfavorable reputation or credit standing; (b) In Either the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture area of the Premises to be sublet or terminate this Lease the remaining area of the Premises is not regular in whole shape with appropriate means of ingress or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncuredegress suitable for normal renting purposes; (iic) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which Tenant is in keeping with Default under this Lease at the then standards time of the Building and Property and the proposed use requesting such consent or at any time thereafter, it being expressly understood that if Tenant is limited to the Permitted Usein Default under this Lease at any time after granting permission for a Transfer, Landlord may withdraw any previously granted consent for such Transfer; (iiid) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) assignee or subtenant or any person or entity which, which directly or indirectly, indirectly controls, is controlled by, by or is under common control with, with the proposed Transfereeassignee or subtenant, is then an occupant or tenant of any part of other space in the PropertyBuilding; (ve) The proposed Transferee sublessee or assignee is not a person or entity with whom L▇▇▇▇▇▇▇ Landlord is then, or during the preceding nine (9) months has been, actively then negotiating to lease space at in the PropertyBuilding; (vif) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall assignment or sublease instrument does not have advertised the substance or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises form which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, reasonably acceptable to Landlord. If Landlord consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord sublet or assignment, such consent shall be expressly contingent upon Tenant's payment to be Landlord, as Rent, Landlord's costs and expenses incurred in violation of any covenant or restriction contained in another lease at the Propertyconnection therewith, including, but not limited to, attorney's fees and Landlord's construction supervision fee, if applicable.

Landlord’s Consent. (a) If Tenant desires Landlord’s Landlord shall not unreasonably withhold, condition or delay its consent to any Transfer, Tenant shall notify Landlord proposed Transfer of the Subject Space to the Transferee on the terms specified in writing, which notice (the “Transfer Notice”) . The parties hereby agree that it shall include be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply, without limitation as to other reasonable grounds for withholding consent: (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is of a character or reputation or engaged in a business which is in keeping not consistent with the then standards quality of the Building, or would be a significantly less prestigious occupant of the Building and Property and than Tenant; (ii) the proposed Transferee intends to use is limited to the Permitted Use; Subject Space for purposes which are not permitted under this Lease; (iii) The proposed the Transferee is either a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; governmental agency or instrumentality thereof; (iv) Neither the Transfer will result in more than a reasonable and safe number of occupants per floor within the Subject Space (Aprovided that the number of occupants per floor would have to exceed the number of occupants then occupying the Subject Space as of the date of the Transfer); (v) in the case of an assignment, the Transferee is not capable of performing the financial obligations remaining under the Lease on the date consent is requested; (vi) the proposed Transferee nor Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel its lease; (Bvii) either the proposed Transferee, or any person or entity which, which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part (A) occupies space in the Building at the time of the Property; request for consent unless Landlord is unable to accommodate such proposed Transferee's need for additional space, (vB) The proposed Transferee is not a person or entity negotiating with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating Landlord to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlordat such time, which approval shall not be unreasonably withheld, conditioned or delayed; (C) has negotiated with Landlord during the twelve (12)-month period immediately preceding the Transfer Notice; or (viii) With respect Landlord has not received assurances acceptable to a proposed subleaseLandlord that all past due amounts owing by Tenant to Landlord, if any, will be paid and all defaults on the proposed sublease involvespart of Tenant, in Landlord’s reasonable judgmentif any, a portion of will be cured prior to the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business effective date of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the PropertyTransfer.

Landlord’s Consent. (a) If Tenant desires shall not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (or permit a third party to occupy or use) the Premises, or any part thereof, nor shall any assignment or transfer of this Lease or the right of occupancy hereunder be effected by operation of law or otherwise, without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned, or delayed. A transfer at any one time or from time to time of a majority interest in Tenant (whether stock, partnership interest or other form of ownership or control) shall be deemed to be an assignment of this Lease, unless at the time of such transfer Tenant is an entity whose outstanding stock is listed on a recognized security exchange. Within 30 days following Landlord’s receipt of Tenant’s request for Landlord’s consent to any Transfera proposed assignment, sublease, or other encumbrance, together with all information required to be delivered by Tenant shall notify pursuant to the provisions of this Section 10.1, Landlord in writing, which notice (the “Transfer Notice”) shall include shall: (i) the consent to such proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, transaction; (ii) refuse such consent; or (iii) elect to terminate this Lease in the event of an assignment, or in the case of a description of sublease, terminate this Lease as to the portion of the Premises proposed to be transferredsublet in accordance with the provisions of Section 10.2. Any assignment, sublease or other encumbrance without Landlord’s written consent shall be voidable by Landlord and, at Landlord’s election, constitute an Event of Default hereunder. Without limiting other instances in which Landlord may reasonably withhold consent to an assignment or sublease, Landlord and Park Ten Plaza – RigNet, Inc. Table of Contents Tenant acknowledge that Landlord may withhold consent (iiia) all if an Event of Default exists under this Lease or if an Event of Default would exist but for the pendency of any cure periods provided under Section 20.1; or (b) if the proposed assignee or sublessee is: a governmental entity; a person or entity with whom Landlord has negotiated for space in the Project during the prior six months; a present tenant in the Project; a person or entity whose tenancy in the Project would not be a Permitted Use or would violate any exclusivity arrangement which Landlord has with any other tenant; a person or entity of a character or reputation or engaged in a business which is not consistent with the quality of the terms Project; or not a party of reasonable financial worth and/or financial stability in light of the proposed Transfer and responsibilities involved under this Lease on the consideration therefordate consent is requested. If Tenant requests Landlord’s consent to a specific assignment or subletting, including Tenant will submit in writing to Landlord: (1) the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental assignee or related to such Transfer, subtenant; (iv2) current financial statements a counterpart of the proposed Transferee certified by an officer, partner agreement of assignment or owner thereof, sublease; (3) reasonably satisfactory information as to the nature and character of the business credit and personal references and history of the proposed Transferee assignee or subtenant, and any as to the nature of its proposed use of the space; (4) banking, financial or other credit information required by Landlord which will reasonably sufficient to enable Landlord to determine the financial responsibility, character, responsibility and reputation character of the proposed Transferee, nature of assignee or subtenant; (5) executed estoppel certificates from Tenant containing such Transferee’s business information as provided in Section 24.4; and proposed use of the Premises(6) any other information reasonably requested by Landlord. (b) Notwithstanding that the prior express written permission of Landlord to any of the aforesaid transactions may have been obtained, the following shall apply: (i) In the event of an assignment, contemporaneously with the granting of Landlord’s aforesaid consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties, and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefor along with Tenant. (ii) All terms and provisions of this Lease shall continue to apply after any such transaction. (iii) In any case where Landlord does not exercise its options pursuant consents to Section 6.5 below an assignment, transfer, encumbrance or subletting, the undersigned Tenant and any Guarantor shall nevertheless remain directly and primarily liable for the performance of all of the covenants, duties, and obligations of Tenant hereunder (including, without limitation, the obligation to recapture pay all Rent and other sums herein provided to be paid), and Landlord shall be permitted to enforce the provisions of this instrument against the undersigned Tenant, any Guarantor and/or any assignee without demand upon or proceeding in any way against any other person. Neither the consent by Landlord to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any Guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other party from obtaining the consent in writing of Landlord to any further assignment, transfer, encumbrance or subletting. (iv) Tenant hereby assigns to Landlord the rent and other sums due from any subtenant, assignee or other occupant of the Premises and hereby authorizes and directs each such subtenant, assignee or terminate other occupant to pay such rent or other sums directly to Landlord; provided however, that until the occurrence of an Event of Default, Tenant shall have the license to continue collecting such rent and other sums. Notwithstanding the foregoing, in the event that the rent due and payable by a sublessee under any such permitted sublease exceeds the hereinabove provided Rent payable under this Lease Lease, or if with respect to a permitted assignment, permitted license, or other transfer by Tenant permitted by Landlord, the consideration payable to Tenant by the assignee, licensee, or other transferee exceeds the Rent payable under this Lease, then Tenant shall be bound and obligated to pay Landlord, in whole accordance with Section 10.3, the Net Profits (as defined in Section 10.3) and any other excess consideration within 10 days following receipt thereof by Tenant from such sublessee, assignee, licensee, or other transferee, as the case may be. OFFICE LEASE PAGE 14 Park Ten Plaza – RigNet, Inc. Table of Contents (v) Tenant shall pay Landlord a fee in partthe amount of $1,000.00 to reimburse Landlord for all its expenses under this Article X, including, without limitation, reasonable attorneys’ fees, in connection with any request for Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involvesassignment or deemed assignment, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, whether or not Landlord consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyrequest.

Landlord’s Consent. (a1) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (iib) all of the terms of the proposed Transfer, which shall include the consideration therefor and a description of the portion of the Premises to be transferredtransferred (if a proposed sublease), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy fully-negotiated drafts of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, and (ivd) the name and address of the proposed Transferee, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee Transferee, and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business business, and proposed use of the Premises. (b2) In the event Landlord does not exercise its options pursuant to Section 6.5 17.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord shall, by notice to Tenant within twenty (20) days after receipt of Tenant’s Transfer Notice, either consent or not consent to the proposed Transfer. Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed; provided, provided and upon condition that: however, that (ia) There there shall not be an Event of Default that remains uncured; ; (iib) In in Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and the Property and the proposed use is limited to the Permitted Use; ; (iiic) The the proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ Tenant (and others) to Landlord, as determined by Landlord in its reasonable discretion; ; (ivd) Neither if Landlord shall have comparable space available for rent for a comparable length of term, then neither (Ai) the proposed Transferee nor (Bii) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then shall be an occupant of any part of the Property; ; (ve) The if Landlord shall have comparable space available for rent for a comparable length of term, then the proposed Transferee is shall not be a person or entity with whom L▇▇▇▇▇▇▇ Landlord is then, or during the preceding nine six (96) months has been, actively negotiating to lease space at the Property; ; (vif) The the proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; Section 17; (viig) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; [intentionally omitted]; (viiih) With with respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; ; (ixi) The with respect to and after taking into account a proposed sublease, there will not be more than two (2) different entities (including Tenant) occupying the Premises; (j) the character of the business to be conducted or the proposed use of the Premises by the proposed Transferee or the identity of the proposed Transferee will not create or increase the likelihood of any labor disputes, disharmony, strikes or any other form of protests occurring at the Property; (k) the proposed Transfer shall not have (or reasonably potentially have) any adverse effect on any real estate investment trust qualification requirements of Landlord or any of its Affiliates or otherwise cause Landlord or any of its Affiliates to be in violation of any Laws to which Landlord or such Affiliate is subject, including the Employment Retirement Income Security Act of 1974; (1) the holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such TransferTransfer if such consent is in fact required under the Superior Mortgage and/or Superior Lease or documents applicable thereto; and and (xm) Neither neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. If Landlord, upon receiving Tenant's notice with respect to any such space, does not exercise its right to terminate as aforesaid, Landlord will not withhold its consent unreasonably to Tenant's assignment of this Lease or subletting the space covered by its notice. Landlord shall not be deemed to have withheld its consent unreasonably to a sublease of part or all of the Premises or an assignment of this Lease if its consent is withheld because: (a) If a Default (as defined in Section 17.1 hereof) by Tenant desires Landlord’s consent to exists; (b) any Transfer, Tenant shall notify Landlord in writing, which notice of termination of this Lease or termination of Tenant's possession was given under Article 17; (the “Transfer Notice”c) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises which Tenant proposes to be transferred, (iii) all of the terms of the proposed Transfer and the consideration thereforsublease, including the name means of ingress thereto and address egress therefrom, or the remaining portion of the proposed TransfereePremises, and an executed copy of all documentation effectuating or both, will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. Premises by the subtenant or assignee is not the same as the use expressly permitted by Article 5; (be) In in the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment of Landlord, the proposed Transferee subtenant or assignee is of a character or is engaged in a business which is in keeping with would be deleterious to the then standards reputation of the Building and Property and Building, or the subtenant or assignee is not sufficiently financially responsible to perform its obligations under the proposed use is limited to the Permitted Use; sublease or assignment; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (Af) the proposed Transferee nor subtenant or assignee is a government or a government agency; (Bg) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, subtenant or assignee has less than five (5) years' successful experience in operating businesses substantially similar to the business to be operated in the Premises pursuant to Article 5 hereof and in accordance with the standards set forth therein; or (h) the proposed subtenant or assignee has a net worth which is then an occupant lower than that of any part Tenant at the time of the Property; subletting or assignment (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord time of execution and shall comply with the applicable provisions delivery of this Article 6; (vii) Tenant shall not have advertised or publicized in any way Lease, if greater); provided, however, that the availability foregoing are merely examples of the Premises at rental rate less than the base rent and additional rent at reasons for which Landlord is then offering to lease other space located in the Building without prior notice to may withhold its consent and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder deemed exclusive of any Superior Mortgage and/or Superior Leasepermitted reasons for reasonably withholding consent, as applicable, consents whether similar to such Transfer; and (x) Neither or dissimilar from the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyforegoing examples.

Landlord’s Consent. ▇▇▇▇▇▇▇▇’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. ▇▇▇▇▇▇ agrees that, except upon ▇▇▇▇▇▇▇▇’s prior written consent, which consent shall not (a) If Tenant desires subject to Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”rights under Paragraph 13.d. below) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, or as otherwise provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards Paragraph 13.h. below, neither this Lease nor all or any part of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity whichleasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Except for a transfer to an Affiliate pursuant to Paragraph 13.h. below, any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would materially increase the operating costs for the Building or the burden on the Building services, elevator usage or security concerns in the Building, or create an increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the provision of social, welfare or clinical health services or sleeping accommodations (whether temporary, daytime or overnight) or for a co-working operation; (iii) the proposed assignee or subtenant (or any person which directly or indirectly controls, is controlled by, or is under common control with, with the proposed Transferee, assignee or subtenant) is then an occupant of any part a current tenant of the Building or has negotiated with Landlord within the preceding one hundred 4885-9329-8068.6391320.00007/5-29-24/arb/bwt (22) eighty (180) days (or is currently negotiating with Landlord) to lease space in the Real Property; ; however, Landlord must have reasonably equivalent space available for lease in the Building within reasonable proximity to the projected commencement date of the proposed sublease or assignment in order to withhold consent under clause (iii) of this subparagraph; (iv) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (v) The Landlord reasonably determines that the character of the business that would be conducted by the proposed Transferee assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is not a person an entity or related to an entity with whom LLandlord or any affiliate of Landlord has had adverse dealings; (vii) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Real Property, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property; (viii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; (ix) Landlord determines that the proposed assignee may be unable to perform all of Tenant’s obligations under this Lease or the proposed subtenant may be unable to perform all of its obligations under the proposed sublease or (x) as of the date Tenant requests ▇▇▇▇▇▇▇ is then▇▇’s consent or as of the date Landlord responds thereto, a breach or during default by Tenant under this Lease shall have occurred and be continuing beyond applicable notice and cure periods. Landlord’s foregoing rights and options shall continue throughout the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions entire term of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingnot, which notice (the “Transfer Notice”) shall include (i) the proposed effective date either voluntarily or by operation of the Transferlaw, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Noticesell, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental assign or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner transfer this Lease or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture sublet the Premises or terminate this Lease in whole any part thereof, or in partassign any right to use the Premises or any part thereof (each a “Transfer”) without the prior written consent of Landlord, Landlord’s consent to a proposed Transfer which shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: any attempt to do so without such prior written consent shall be void and, at Landlord’s option, shall terminate this Lease. If Tenant requests Landlord’s consent to any Transfer, Tenant shall promptly provide Landlord with a copy of the proposed agreement between Tenant and its proposed transferee, which agreement must provide that that the transferee expressly assumes and agrees in writing to be bound by and directly responsible for all of Tenant’s obligations hereunder, and with all such other information concerning the business and financial affairs of such proposed transferee as Landlord may request. Landlord may withhold such consent if the proposed transferee (i) There shall not be an Event of Default that remains uncured; is reasonably unsatisfactory to Landlord as to credit, net worth, character and business or professional standing, (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity whose possession of the Premises would be inconsistent with whom L▇▇▇▇▇▇▇ is then, Landlord’s commitments with other tenants or during with the preceding nine (9) months has been, actively negotiating to lease space mix of uses Landlord desires at the Property; , or (viiii) The proposed will not occupy the Premises for the use authorized under this Lease. Landlord’s consent to any such Transfer shall be in form reasonably satisfactory no event release Tenant from its liabilities or obligations hereunder nor relieve Tenant from the requirement of obtaining Landlord’s prior written consent to Landlord and shall comply with the applicable provisions any further Transfer. Landlord’s acceptance of this Article 6; (vii) Tenant shall not have advertised or publicized in rent from any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval person shall not be unreasonably withheld, conditioned deemed to be a waiver by Landlord of any provision of this Lease or delayed; (viii) With respect a consent to a proposed sublease, any Transfer. Tenant shall be permitted to transfer this Lease or to sublet the proposed sublease involves, in Premises without Landlord’s reasonable judgmentconsent to (i) an entity controlling, controlled by or under common control with Tenant; (ii) in connection with a portion merger or consolidation or (iii) in connection with the sale of all or substantially all of Tenant’s stock or assets, provided that the Premises which is independently leasable space; transferee in such Permitted Transfer has a financial net worth at the time of such transfer equal to or greater than Tenant’s net worth at the date of execution of this Lease (ix“Permitted Transfer”). Tenant shall notify Landlord within thirty (30) The holder days of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Permitted Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent With respect to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration thereforreferred to in Section 17.1 of this Article, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by where Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options has agreed pursuant to the provisions of Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s 17.1 that its consent to a proposed Transfer shall not be unreasonably withheld, conditioned Landlord, in exercising such right of consent, shall be entitled to take into account any fact or delayedfactor which Landlord deems relevant to such decision, provided and upon condition that: including, but not limited to any or all of the following: (ia) There shall not be an Event whether the financial strength of Default that remains uncured; the proposed assignee or sub-lessee (iiherein sometimes a “Transferee”), including the adequacy of its working capital, is sufficient to pay all expenses anticipated in connection with any remodeling by Transferee of the Premises; (b) In Landlord’s reasonable judgment whether the proposed Transferee is engaged in a business which is in keeping with “high-tech” business; (c) the then standards quality and nature of the Building and Property and products produced by the proposed use is limited to Transferee; (d) the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light quality of the responsibilities appearance of the Improvements resulting from any remodeling or renovation to be undertaken, based on evidence provided conducted by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, and the compatibility of such quality with that of other improvements in the portion of Technology Park II in which the Premises is then an occupant of any part located; (e) whether the current net worth of the Property; (v) The proposed Transferee is not a person less than the greater of Tenant’s net worth as of the date of this Lease or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space Tenant’ s net worth at the Property; date of Tenant’s request for Landlord’s consent to such Transfer; or (vif) The whether the proposed Transfer Transferee’s use of the Premises conflicts with the Permitted Use. In addition, Landlord shall be in form reasonably satisfactory to satisfied that each and every covenant, condition or obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord and shall comply with the applicable provisions of by this Article 6; (vii) Lease would not be impaired or diminished by such Transfer. Tenant shall not have advertised the right or publicized power to request or enter into a Transfer (i) with any occupant of Technology Park II or any prospective tenant with whom Landlord is contemporaneously negotiating for any premises within or adjacent to Technology Park II, or (ii) when there exists any default by Tenant in the performance or observance of any way the availability of the Premises at rental rate less than terms, covenants and conditions of this Lease or if there exists any such event which, with the base rent passage of time and/or the giving of notice would constitute a default under this Lease, or (iii) unless Tenant has furnished to Landlord all of the information and additional rent at which documentation required and/or requested to be furnished to Landlord is then offering pursuant to lease the provisions of this Article. Should Landlord fail to deny consent under this provision within twenty (20) days following receipt of all of the information required hereunder, plus any other space located in the Building without prior notice to and reasonable information Landlord requests within ten (10) days of Tenant’s request for Landlord’s approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed subleaseassignment, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to consent shall be in violation of any covenant or restriction contained in another lease at the Propertydeemed granted.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingnot assign, which notice transfer, mortgage or otherwise encumber this Lease or sublet or rent (the “Transfer Notice”) shall include (ior permit a third party to occupy or use) the proposed effective date Premises, or any part thereof, nor shall any assignment or transfer of this Lease or the Transferright of occupancy hereunder be effected by operation of law or otherwise, which shall without the prior written consent of Landlord, such consent not to be less than unreasonably withheld. Within thirty (30) days nor more than one hundred eighty (180) days after the date following Landlord’s receipt of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such TransfereeTenant’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, request for Landlord’s consent to a proposed Transfer assignment, sublease, or other encumbrance, together with all information required to be delivered by Tenant pursuant to the provisions of Section .10.2 hereof, Landlord shall: (i) consent to such proposed transaction; (ii) refuse such consent; or (iii) elect to terminate this Lease in the event of an assignment, or in the case of a sublease, terminate this Lease as to the portion of the Premises proposed to be sublet in accordance with the provisions of Section. 10.4 below. Any assignment, sublease or other encumbrance without Landlord’s written consent shall not be unreasonably withheldvoidable by Landlord and, conditioned at Landlord’s election, constitute an Event of Default hereunder. (b) Without limiting other instances in which Landlord may reasonably withhold consent to an assignment or delayedsublease, provided Landlord and upon condition thatTenant acknowledge that Landlord may reasonably withhold consent in the following instances: (i) There shall not be an Event If the proposed use of Default the Premises by the assignee or sublessee conflicts with Section 1.7, requires alterations that remains uncuredwould substantially decrease the value of the leasehold improvements in the Premises, requires substantially increased services by Landlord, or would result in more than a reasonable number of occupants per floor; (ii) In Landlord’s reasonable judgment If the proposed Transferee assignee or sublessee is: (a) a governmental entity or agency; (b) a person or entity with whom Landlord is currently negotiating with for space in the Project. Landlord shall be deemed to be currently negotiating with a prospect for space in the Project if, within the previous six (6) month period, Landlord (or its representatives) has submitted a written proposal to the prospect (or its representatives) for the lease of space in the Project, such prospect (or its representatives) has responded in writing to such proposal indicating a continued interest in the Project and Landlord is in good faith pursuing negotiations with such prospect for the lease of space within the Project; (c) a present tenant in the Project; a person or entity whose tenancy in the Project would violate any exclusivity arrangement which Landlord has with any other tenant; (d) a person or entity of a character or reputation or engaged in a business which is in keeping not consistent with the then standards quality of the Building and Property and the proposed use is limited to the Permitted Use;Project; or (iiie) The proposed Transferee is not a reputable entity and has sufficient party of reasonable financial worth and and/or financial stability in light of the responsibilities to be undertaken, based involved under this Lease on evidence provided by T▇▇▇▇▇ the date consent is requested; (and othersiii) to Landlord, as determined by Landlord If the rent for the proposed assignee is less than the then prevailing market rental rate for the Premises or comparable premises in its reasonable discretionthe Project; or if the rent for the proposed sublessee is less than fifty percent (50%) of the prevailing market rental rate for the Premises or comparable premises in the Project; (iv) Neither If an uncured monetary or material nonmonetary Event of Default exists under this Lease or if a monetary or material nonmonetary Event of Default would exist but for the pendency of any cure periods provided under Section 21.1. (Ac) Notwithstanding that the proposed Transferee nor (B) prior express written permission of Landlord to any person or entity which, directly or indirectly, controls, is controlled by, or is under common control withof the aforesaid transactions may have been obtained, the proposed Transfereefollowing shall apply: (i) In the event of an assignment, is then an occupant contemporaneously with the granting of any part Landlord’s aforesaid consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the Property;covenants, duties, and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefore along with Tenant. (vii) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during All terms and provisions of the preceding nine (9) months has been, actively negotiating Lease shall continue to lease space at the Property;apply after any such transaction. (viiii) The proposed Transfer In any case where Landlord consents to an assignment, transfer, encumbrance or subletting, the undersigned Tenant and any Guarantor shall nevertheless remain directly and primarily liable for the performance of all of the covenants, duties, and obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent and other sums herein provided to be paid), and Landlord shall be in form reasonably satisfactory permitted to Landlord and shall comply with enforce the applicable provisions of this Article 6; (vii) Tenant shall not have advertised instrument against the undersigned Tenant, any Guarantor and/or any assignee without demand upon or publicized proceeding in any way against any other person. Neither the availability consent by Landlord to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any Guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other party from obtaining the consent in writing of Landlord to any further assignment, transfer, encumbrance or subletting. (iv) Tenant hereby assigns to Landlord the rent and other sums due from any subtenant, assignee or other occupant of the Premises at rental rate less than and hereby authorizes and directs each such subtenant, assignee or other occupant to pay such rent or other sums directly to Landlord; provided however, that until the base occurrence of an Event of Default, Tenant shall have the license to continue collecting such rent and additional rent at which Landlord is then offering to lease other space located sums. Notwithstanding the foregoing, in the Building without prior notice event that the rent due and payable by a sublessee under any such permitted sublease (or a combination of the rent payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the hereinabove provided Rent payable under this Lease, or if with respect to and approval a permitted assignment, permitted license, or other transfer by Tenant permitted by Landlord, which approval shall not be unreasonably withheldthe consideration payable to Tenant by the assignee, conditioned licensee, or delayed; (viii) With respect to a proposed sublease, other transferee exceeds the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Rent payable under this Lease, then Tenant shall be bound and obligated to pay Landlord such excess rent and other excess consideration in accordance with the provisions of Section 10.7 below within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee, or other transferee, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertycase may be.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent 's and Tenant's agreement with regard to any Transfer, Tenant shall notify Landlord Tenant's right to transfer all or part of its interest in writingthe Premises is as expressly set forth in this Paragraph 16. Except upon Landlord's prior written consent, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which consent shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises subject to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. Landlord's rights under Paragraph 16 (b), below) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned delayed or delayedconditioned, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards neither this Lease nor all or any part of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity whichleasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively an "assignment") and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a "sublease"). Tenant agrees that any instrument by which Tenant assigns or sublets all or any portion of the Premises shall expressly provide that the subtenant or assignee may not further assign or sublet the assigned or sublet space without Landlord's prior written consent and that the assignee or subtenant will comply with all of the provisions of this Lease and that Landlord may enforce the Lease provisions directly against such assignee or subtenant. Any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies provided in Paragraph 27 of this Lease. In the event of an assignment or subletting, other than to an Affiliate (as defined below) any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building contained in this Lease, shall not run to the subtenant or assignee, it being agreed by the parties hereto that any such rights and options are personal to the original Tenant named herein and may not be transferred. In no event shall Tenant assign this Lease or sublet the Premises or any portion thereof to any then, existing or prospective Tenant of said Building. Tenant shall pay Landlord's reasonable costs incurred in connection with Tenant's request to assign this Lease or sublet the Premises, regardless whether or not the Landlord consents to the proposed transfer. If Tenant is a corporation or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty percent (50%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or of the partnership interests in Tenant, as the case may be, shall constitute an assignment for which Landlord's consent is required as provided in this Paragraph 16; provided, however, that if Tenant is a publicly traded corporation, transfers of Tenant's stock through a nationally recognized stock exchange, including an initial public offering of Tenant's stock, shall not constitute an assignment requiring Landlord's consent. In addition, Tenant may assign or sublet this Lease, without Landlord's consent, to any corporation or other entity which controls, is controlled by, or is under common control withwith Tenant, the proposed Transfereeor to any corporation or other entity resulting from a merger, is then an occupant of reorganization or consolidation with Tenant, or to any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, which acquires a controlling interest in Tenant's stock or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability substantially all of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering assets of Tenant as a going concern (collectively, an "Affiliate"), provided that, as to lease other space located in the Building without prior notice an assignment to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed subleasean Affiliate, the proposed sublease involves, Affiliate assumes in Landlord’s writing all of Tenant's remaining obligations under this Lease and that Tenant gives Landlord such reasonable judgment, a portion of information as Landlord shall reasonably request regarding the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the PropertyAffiliate.

Landlord’s Consent. Landlord's and Tenant's agreement with regard to Tenant's right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord's prior written consent, which consent shall not (asubject to Landlord's rights under Paragraph 13.d. below) If be unreasonably withheld, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant desires or Tenant's legal representatives or successors in interest (collectively, an "assignment") and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a "sublease"). Any assignment or subletting without Landlord’s 's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to any Transferan assignment or sublease, Tenant it shall notify be reasonable for Landlord in writing, which notice (the “Transfer Notice”) shall include to withhold its consent where: (i) the proposed effective date of the Transfer, which shall not be less than thirty assignee or subtenant (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, which directly or indirectly, indirectly controls, is controlled by, or is under common control with, with the proposed Transferee, assignee or subtenant) is then an occupant of any part a current direct tenant of the Property; Building or has negotiated with Landlord within the preceding three (3) months (or is currently negotiating with Landlord) to lease space in the Project; (ii) Landlord reasonably disapproves of the proposed assignee's or subtenant's reputation or creditworthiness; (iii) Landlord determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iv) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings; (v) The proposed Transferee is not a person the assignment or entity subletting may conflict with whom L▇▇▇▇▇▇▇ is thenany exclusive uses granted to other tenants of the Project, or during with the preceding nine (9) months has beenterms of any easement, actively negotiating to lease space at covenant, condition or restriction, or other agreement affecting the Property; Project; (vi) The proposed Transfer shall be the assignment or subletting would involve a change in form reasonably satisfactory to Landlord and shall comply with the applicable provisions use from that expressly permitted under Paragraph 8.a. above or any other provision of this Article 6; Lease; (vii) Tenant shall not have advertised Landlord determines that the proposed assignee may be unable to perform all of Tenant's obligations under this Lease or publicized in any way the availability proposed subtenant may be unable to perform all of its obligations under the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned proposed sublease or delayed; (viii) With respect at the time Tenant delivers its request for consent to the assignment or sublease there is then in effect an uncured breach of this Lease by Tenant (provided that Landlord reserves the right to waive the applicability of this item (viii) as to a particular proposed sublease, assignment or sublease if necessary in order to satisfy the proposed sublease involves, requirement in Landlord’s reasonable judgment, a portion Section 1951.4 of the Premises which is independently leasable space; (ix) The holder California Civil Code that Tenant's right to sublease be subject only to reasonable limitations). Landlord's foregoing rights and options shall continue throughout the entire term of any Superior Mortgage and/or Superior this Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. (a) If Tenant desires shall not make or permit to be made any alterations, additions, installations or improvements within, on, to or about the Building, any part thereof (including the roof and the Building Systems), or any other part of the Property (singularly and collectively, “Alterations”) without the prior written consent of Landlord in each instance. The foregoing notwithstanding, Tenant may construct Alterations in the Building without Landlord’s prior written consent to the extent the aggregate cost of all such Alterations constructed during any Transfertwelve (12) month period occurring during the Term of the Lease does not exceed $25,000.00, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include and provided that (i) the proposed effective date Alterations are to the interior of the Transfer, which shall Building and do not be less than thirty (30) days nor more than one hundred eighty (180) days after affect the date of delivery outside appearance of the Transfer NoticeBuilding, the Alterations are nonstructural and do not impair the structural integrity of the Building, and the Alterations do not affect the proper functioning of the Building Systems or other utilities, systems and services of the Building, (ii) a description of Tenant gives Landlord written notice describing the portion of Alterations not less than fifteen (15) days prior to commencing the Premises to be transferredconstruction thereof, and (iii) all such Alterations shall otherwise be subject to the provisions of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in partregarding Alterations. In addition, LandlordLandlord hereby approves Tenant’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: installation of either (iA) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment outdoor fence around the proposed Transferee is engaged in a business which is in keeping with the then standards back patio area of the Building and Property and the proposed use is limited to the Permitted Use; “Fence”), or (iiiB) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by TTenant’s planting ▇▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L“▇▇▇▇▇▇”) in lieu of the Fence to enclose the back patio area of the Building; provided, however, that (a) the Fence or ▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; installed at Tenant’s sole expense, (viib) Tenant shall not have advertised drill into or publicized in any way otherwise deface the availability existing surface of the Premises back patio to install the Fence or ▇▇▇▇▇▇, (c) at rental rate Landlord’s election, Tenant shall remove the Fence and ▇▇▇▇▇▇ at its expense upon the expiration or earlier termination of this Lease, (d) Tenant shall comply with all Laws applicable to the Fence or ▇▇▇▇▇▇, and (e) Tenant shall indemnify, defend, protect and hold Landlord harmless from and against any claims, demands, actions, liabilities, damages, losses, costs and expenses (including reasonable attorneys fees) arising in connection with Tenant’s installation or removal of the Fence or ▇▇▇▇▇▇. (b) Landlord will not unreasonably withhold or delay its consent to any Alterations, provided that all of the following conditions shall be satisfied: (i) the Alterations are to the interior of the Building and do not affect the outside appearance of the Building; (ii) the Alterations are nonstructural and do not impair the structural integrity of the Building or any part thereof; (iii) the Alterations do not affect the proper functioning of the Building Systems or other utilities, systems and services of the Building, or materially increase the usage thereof by Tenant; (iv) Landlord shall have approved the final plans and specifications for the Alterations, any subsequent changes thereto, and all contractors and subcontractors who will perform them; (v) all costs and expenses incurred in connection with the Alterations, including the construction and installation thereof, the preparation of the plans and specifications therefore, and the attaining of all necessary governmental approvals and permits, shall be paid by Tenant; and (vi) Tenant shall pay to Landlord the costs and expenses actually incurred by Landlord in reviewing Tenant’s plans and specifications and inspecting the Alterations to determine whether they are being performed in accordance with the approved plans and specifications and in compliance with Laws, including the fees of any architect or engineer employed by Landlord for such purpose. To the extent any proposed Alterations by Tenant affect the outside appearance of the Building (not including the Fence, which Landlord has approved subject to the terms and conditions of subsection (a), above), are structural or may impair the structural integrity of the Building or any part thereof, or may affect the proper functioning of the Building Systems or other utilities, systems and services of the Building, or materially increase the usage thereof by Tenant, Landlord may give or withhold its consent to such Alterations in Landlord’s sole and absolute discretion. Anything in this Section 6.1(b) to the contrary notwithstanding, in the event Tenant requests Landlord’s consent to Alterations that, either alone or when combined with previous Alterations of Tenant, will result in the installation of Alterations costing more than $50,000.00 that Tenant may be required to remove upon the expiration or earlier termination of the Lease, Landlord, as a condition of giving its consent to any such Alterations, may require Tenant to deliver to Landlord additional funds to secure Tenant’s obligation to remove such Alterations and restore the Premises, any such additional funds to be held by Landlord as part of the Cash Security Deposit. (c) Not less than fifteen (15) days nor more than twenty (20) days prior to commencement of any Alterations, Tenant shall notify Landlord of the base rent work commencement date so that Landlord may post notices of nonresponsibility about the Property. All Alterations must comply with all Laws, the other terms of this Lease, and the final plans and specifications approved by Landlord, and Tenant shall fully and promptly comply with and observe any rules and regulations of Landlord then in force with respect to the making of Alterations and/or imposed by Landlord in connection with its approval of the plans and specifications for the Alterations. Landlord’s review and approval of Tenant’s plans and specifications are solely for Landlord’s benefit, and Landlord shall have no duty toward Tenant, nor shall Landlord be deemed to have made any representation or warranty to Tenant, with respect to the safety, adequacy, correctness, efficiency or compliance with Laws of the design of the Alterations, the plans and specifications therefor, or any other matter regarding the Alterations. Tenant shall be responsible for any additional rent at which Landlord is then offering alterations and improvements required by Laws to lease other space located be made to or in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion any other part of the Premises which is independently leasable space; (ix) The holder Property as a result of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant Alterations made by or restriction contained in another lease at the Propertyfor Tenant.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any TransferProvided that there is then no outstanding Event of Default, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture may sublease the Premises or terminate assign its rights and obligations under this Lease in whole or in part, Landlord’s consent to a proposed Transfer person or endq that is not an Affiliate with the prior written consent of T andlord; such consent shall not be unreasonably withheld, conditioned or delayedunless a Facility Mortgagee has approval rights in its loan documents over such assignment rights and the Facility Mortgagee retains the right to exercise its sole discretion, provided in which case the standard for Landlord shall also be "at its sole discretion". If Tenant wishes to assign this Lease and upon condition that: Landlord's consent is required hereunder, Tenant shall deliver to Landlord (i) There shall not be an Event a true and complete copy of Default that remains uncured; the proposed instrument of assignment containing all of the terms and conditions of such proposed assortment, (ii) In Landlord’s reasonable judgment information as to the proposed Transferee is engaged in a business which is in keeping with the then standards identity and experience of the Building and Property and the proposed use is limited to the Permitted Use; assignee as Landlord may reasonably require, (iii) The such financial information concerning the proposed Transferee is a reputable entity assignee as Landlord may reasonably require, and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity whicha written agreement, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory approved by Landlord, between such proposed assignee and Landlord in which such proposed assignee agrees with Landlord to Landlord perform and shall comply with observe all of the applicable provisions terms, covenants and conditions of this Article 6; Lease from and after the date of such assignment, all of which Landlord may consider in determining whether to grant its consent. Landlord agrees to notify Tenant within fifteen (vii15) days following delivery of the foregoing information, as to whether or not Landlord shall grant its consent. If Landlord fails to nodfy Tenant in wridng within said 15 day period, Landlord shall be deemed to have consented to said assignment or sublease. Landlord's written consent to any subletting of the Premises by Tenant shall not have advertised or publicized in any way the availability constitute an acknowledgment that no default then exists under this Lease of the Premises obligations to be performed by Tenant nor shall such consent be deemed a waiver of any then existing default, except as may be otherwise stated by Landlord at rental rate less than the base rent and additional rent at which dme. If Landlord is consents to an assignment, then offering prior to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion such assignee taking occupancy of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior LeasePremises, as applicable, consents Tenant shall deliver to such Transfer; and (x) Neither the identity nor business Landlord an original of the proposed Transferee would cause Landlord to be fully-executed instrument of assignment and of the agreement described in violation clause (iv) of any covenant or restriction contained in another lease at the Propertypreceding paragraph of this Section.

Landlord’s Consent. (a) If Tenant desires Landlord’s Landlord shall not unreasonably withhold its ------------------- consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “proposed Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after Subject Space to the date of delivery of Transferee on the terms specified in the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental . Landlord shall grant or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise deny its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T-6▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L- ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth] consent to any proposed assignment of Tenant's interest in this Lease or any sublease of substantially all of the Premises for substantially all of the remainder of the Lease Term (collectively, an "ASSIGNMENT") within thirty (30) days of Landlord's receipt of the Transfer Notice, and Landlord shall grant or deny its consent to any other Transfer within fifteen (15) days after Landlord's receipt of the Transfer Notice. If Landlord fails to grant or deny its consent within such time periods, Landlord shall be deemed to have given its consent to such Transfer. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: 11.2.1 The Transferee is thenof a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project, or during would be a significantly less prestigious occupant of the preceding nine (9) months has been, actively negotiating to lease space at the PropertyBuilding than Tenant; 11.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 11.2.3 The Transferee is either a governmental agency or instrumentality thereof (vii) which is that of a foreign country, (ii) which is of a character or reputation, is engaged in a business, or is of, or is associated with, a political orientation or faction, which is materially inconsistent with the quality of the Project, or which would otherwise reasonably offend a landlord of a Comparable Building if such Transferee occupied space in such landlord's building, (iii) which is capable of exercising the power of eminent domain or condemnation, or (iv) which would significantly increase the human traffic in the Premises or Building; 11.2.4 The Transfer will result in more than a reasonable and safe number of occupants per floor within the Subject Space; 11.2.5 If the Transfer is an Assignment, or if upon the completion of the proposed Transfer more than one hundred twenty-five thousand (125,000) rentable square feet of the Premises will be subject to Transfers or not otherwise occupied by Tenant or an Affiliate of Tenant, and the Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the portion of the Lease subject to the assignment or sublease on the date consent is requested; or 11.2.6 The proposed Transfer shall be would cause a violation of another lease for space in form reasonably satisfactory the Building, which violation relates to an exclusive retail, stock brokerage or banking use. If Landlord and shall comply with consents to any Transfer pursuant to the applicable provisions terms of this Article SECTION 11.2 Tenant may, within six (6; (vii) Tenant shall months after Landlord's consent but not have advertised or publicized in any way ------------- later than the availability expiration of said six-month period, enter into such Transfer of the Premises at rental rate less than or portion thereof, upon substantially the base rent same terms and additional rent at which Landlord is then offering to lease other space located conditions as are set forth in the Building without prior notice Transfer Notice furnished by Tenant to Landlord pursuant to SECTION 11.1 of this Lease; provided that if there are any ------------ changes in the terms and conditions from those specified in the Transfer Notice such that Landlord would initially have been entitled to refuse its consent to such Transfer under this SECTION 11.2, Tenant shall again submit the Transfer to ------------ Landlord for its approval by Landlordand other action under this ARTICLE 11. ----------- -62- TISHMAN WARNER CENTER VENTURE, which approval shall not be LLC [20th Century Industries; 6303 Owensmouth] Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld, conditioned withheld or delayed; (viii) With respect delayed its consent to a proposed subleaseTransfer or otherwise has breached its obligations under this ARTICLE 11, Tenant's and such Transferee's only remedies shall be to seek a ----------- declaratory judgment and/or injunctive relief by arbitration pursuant to SECTION ------- 19.41.3, and Tenant, on behalf of itself and, to the extent permitted by law, ------- such proposed Transferee, waives all other remedies against Landlord, including without limitation, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior right to seek monetary damages or to terminate this Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. (a) If Tenant desires Landlord’s The consent to any Transfer, Tenant shall notify of Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer hereunder shall not be unreasonably withheld; provided, conditioned or delayedhowever, provided that Landlord and upon condition thatTenant agree that it shall not be commercially unreasonable for Landlord to withhold its consent to any proposed Transfer for any commercially-reasonable reason including, but not limited to: (i) There shall not be an Event A difference between the contemplated use of Default that remains uncuredthe Premises by the proposed transferee, assignee, or sublessee, concessionaire or licensee following the proposed Transfer (hereinafter referred to as the "Transferee") with the "Use of Premises" clause contained in Section 1.1(l) hereof; (ii) In Landlord’s reasonable judgment The financial worth and/or financial stability of the proposed Transferee is engaged in a business which is in keeping with the then standards less than that of the Building and Property and Tenant hereunder at the proposed use is limited commencement of the Lease Term or at the time of the Transfer, or not reasonably suitable to Landlord, in Landlord's sole discretion, so as to insure the Permitted Useability of the Transferee to perform Tenant's obligations under the Lease for the full Lease Term; (iii) The A Transferee whose reputation or proposed Transferee is a reputable entity and has sufficient financial worth and stability in light use of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Premises would in the exercise of Landlord, as determined by Landlord in its 's reasonable discretion, have an adverse effect upon the reputation of the Development and/or the other business located therein; (iv) Neither (A) the proposed Transferee nor (B) The Transfer would result in a breach of any person or entity which, directly or indirectly, controls, is controlled bycovenant of, or is under common control withaffecting Landlord concerning, radius, location, use or exclusivity in any other lease, financing agreement, or other agreement relating to the proposed Transferee, is then an occupant of any part of the PropertyDevelopment; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is thenTransfer would, or during in Landlord's sole and exclusive discretion, require an amendment to any material term of the preceding nine (9) months has been, actively negotiating to lease space at the PropertyLease; (vi) The proposed Transfer shall be in form reasonably satisfactory is prohibited without the consent of Mortgagees under their respective Mortgagees, and one or more Mortgagees fail or refuse to Landlord and shall comply with the applicable provisions of this Article 6provide consent; (vii) Tenant shall not have advertised or publicized The proposed Transfer likely would result in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located a decrease in the Building without prior notice to and approval amount of average Percentage Rent payable from that payable by LandlordTenant for the immediately preceding three (3) year period (or, which approval shall not be unreasonably withheldif the Transfer is proposed within the first three Lease Years, conditioned or delayedfrom the Rent Commencement Date; (viii) With respect The proposed Transfer, if consented to, would occur either (a) prior to a proposed subleasecompletion of Tenant's Work in accordance with this Lease, or (b) prior to the proposed sublease involves, in Landlord’s reasonable judgment, a portion expiration of the Premises which is independently leasable space;Tenant's operating covenant under Section 15.1; or (ix) The holder of any Superior Mortgage and/or Superior LeaseTransferee proposes to or is likely to operate the Premises under a different trade name than the trade name in Section 1.1(m), and such trade name does not share at least a similar name recognition and reputation for quality as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be trade name specified in violation of any covenant or restriction contained in another lease at the PropertySection 1.1(m).

Landlord’s Consent. Tenant shall not assign this Lease, or ------------------ sublease all or any part of the Premises, or permit the use of the Premises by any party other than Tenant, without the prior written consent of Landlord; provided, however, that Tenant shall have the right, without the consent of Landlord, to sublet the Premises or any portion thereof to, or to permit occupancy of any portion of the Premises by, any Affiliate (aas hereinafter defined). The term Affiliate shall mean any corporation or other entity controlled by, under common control with or which controls Tenant or in which Tenant, directly or indirectly, has a twenty-five percent (25%) If or greater voting or ownership interest. The foregoing sentence shall not, however, prohibit the assignment of this Lease, without Landlord's consent, to any corporation that acquires substantially all of the assets of Tenant, any corporation into which Tenant desires is merged and any corporation resulting from a consolidation of Tenant with another corporation. When Tenant requests Landlord’s 's consent to any Transfersuch assignment or sublease, Tenant it shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include writing of (i) the proposed effective date name and address of the Transfer, which proposed assignee or subtenant; (ii) the nature and character of the business of the proposed assignee or subtenant; (iii) financial information including financial statements of the proposed assignee or subtenant; and (iv) a copy of the proposed sublet or assignment agreement. Tenant shall not thereafter immediately provide to Landlord any and all other information and documents reasonably requested by Landlord in order to assist Landlord with its consideration of Tenant's request hereunder. Landlord shall have the option (to be less than exercised within thirty (30) days nor more than one hundred eighty (180from the submission of Tenant's request and receipt of all other information requested hereunder) days after the date of delivery of the Transfer Notice, (ii) a description of to cancel this Lease as it affects the portion of the Premises to be transferred, (iii) all subleased or assigned as of the terms of commencement date stated in the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental sublease or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by assignment. If Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does shall not exercise its options pursuant to Section 6.5 below to recapture option within the Premises or terminate this Lease in whole or in parttime set forth above, Landlord’s 's consent to a any proposed Transfer assignment or sublease shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental unreasonably withhold condition or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise delay its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer Transfer. Landlord shall not be unreasonably withheld, conditioned or delayed, provided and upon condition thatdeemed to have reasonably withheld its consent to any proposed transfer unless all of the following conditions have been established to Landlord’s reasonable satisfaction: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located Except in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to case of a proposed sublease, the Proposed Transferee has sufficient financial wherewithal to discharge its obligations under this Lease and the proposed sublease involvesagreement of assignment or the sublease, as the case may be and as determined by Landlord’s criteria for selecting Building Project tenants and has a net worth,, experience, and reputation which is not less than the net worth which Tenant had on the Commencement Date. (ii) The Proposed Transfer shall not, in Landlord’s reasonable judgment, cause physical harm to the Building or harm to the reputation of the Building which would result in an impairment of Landlord’s ability to lease space in the Building or a portion diminution in the rental value of space in the Building. (iii) The proposed use of the Premises which is independently leasable space;by the Proposed Transferee will be a use permitted under this Lease or otherwise permissible in the Building and will not violate any restrictive covenants or exclusive use provisions applicable to Landlord. (ixiv) The holder proposed use of the Premises by the Proposed Transferee will comply with applicable law or governmental requirements and will not negatively affect insurance requirements or impose environmental risks. (v) Any mortgagee of the Building will consent to the proposed Transfer. (vi) There has been no Event of Default at the time that Landlord’s consent to any such transfer is requested and on the date of the commencement of the term of any Superior Mortgage and/or Superior Lease, as applicable, consents such proposed transfer. Tenant acknowledges that the foregoing is not intended to such Transfer; and (x) Neither the identity nor business be an exclusive list of the reasons for which Landlord may reasonably withhold its consent to a proposed Transferee would cause Landlord transfer. Tenant’s remedies in such an event shall include but not be limited to be in violation of any covenant instituting an action or restriction contained in another lease at the Propertyproceeding seeking specific performance, injunctive relief, or declaratory judgment.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingnot assign, which notice transfer, mortgage or otherwise encumber this Lease or sublet or rent (the “Transfer Notice”) shall include (ior permit a third party to occupy or use) the proposed effective date Premises, or any part thereof, nor shall any assignment or transfer of this Lease or the Transferright of occupancy hereunder be effected by operation of law or otherwise, which without the prior written consent of Landlord. A transfer at any one time or from time to time of twenty percent (20%) or more of an interest in Tenant (whether stock, partnership interest or other form of ownership or control) by any person(s) or entity(ties) having an interest in ownership or control of Tenant shall not be less than deemed to be an assignment of this Lease. Within thirty (30) days nor more than one hundred eighty (180) days after the date following Landlord’s receipt of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such TransfereeTenant’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, request for Landlord’s consent to a proposed Transfer assignment, sublease, or other encumbrance, together with all information required to be delivered by Tenant pursuant to the provisions of Section 10.2 hereof, Landlord shall: (i) consent to such proposed transaction; (ii) refuse such consent; or (iii) elect to terminate this Lease in the event of an assignment, or in the case of a sublease, terminate this Lease as to the portion of the Premises proposed to be sublet in accordance with the provisions of Section 10.4 below. Any assignment, sublease or other encumbrance without Landlord’s written consent shall not be unreasonably withheldvoidable by Landlord and, conditioned at Landlord’s election, constitute an Event of Default hereunder. (b) Without limiting other instances in which Landlord may withhold consent to an assignment or delayedsublease, provided Landlord and upon condition thatTenant acknowledge that Landlord may withhold consent in the following instances: (i) There shall not be an Event If the proposed use of Default the Premises by the assignee or sublessee conflicts with Section 1.7, requires alterations that remains uncuredwould decrease the value of the leasehold improvements in the Premises, requires substantially increased services by Landlord, or would result in more than a reasonable number of occupants per floor; (ii) In Landlord’s reasonable judgment If the proposed Transferee is assignee or sublessee is: a governmental entity; a person or entity with whom Landlord has negotiated for space in the Project during the prior twelve (12) months; a present tenant in the Project; a person or entity whose tenancy in the Project would violate any exclusivity arrangement which Landlord has with any other tenant; a person or entity of a character or reputation or engaged in a business which is in keeping not consistent with the then standards quality of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is Project; or not a reputable entity and has sufficient party of reasonable financial worth and and/or financial stability in light of the responsibilities to be undertaken, based involved under this Lease on evidence provided by T▇▇▇▇▇ the date consent is requested; (and othersiii) to Landlord, as determined by Landlord If the rent for the proposed assignee or sublessee is less than the prevailing market rental rate for the Premises or comparable premises in its reasonable discretionthe Project; (iv) If an Event of Default has occurred under this Lease or if an Event of Default would occur but for the pendency of any cure periods provided under Section 21.1. (c) Notwithstanding that the prior express written permission of Landlord to any of the aforesaid transactions may have been obtained, the following shall apply: (i) In the event of an assignment, contemporaneously with the granting of Landlord’s aforesaid consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties, and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefore along with Tenant. (ii) All terms and provisions of the Lease shall continue to apply after any such transaction. (iii) In any case where Landlord consents to an assignment, transfer, encumbrance or subletting, the undersigned Tenant and any Guarantor shall nevertheless remain directly and primarily liable for the performance of all of the covenants, duties, and obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent and other sums herein provided to be paid), and Landlord shall be permitted to enforce the provisions of this instrument against the undersigned Tenant, any Guarantor and/or any assignee without demand upon or proceeding in any way against any other person. Neither the consent by Landlord to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any Guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other party from obtaining the consent in writing of Landlord to any further assignment, transfer, encumbrance or subletting. (Aiv) Tenant hereby assigns to Landlord the proposed Transferee nor rent and other sums due from any subtenant, assignee or other occupant of the Premises and hereby authorizes and directs each such subtenant, assignee or other occupant to pay such rent or other sums directly to Landlord; provided however, that until the occurrence of an Event of Default, Tenant shall have the license to continue collecting such rent and other sums. Notwithstanding the foregoing, in the event that the rent due and payable by a sublessee under any such permitted sublease (Bor a combination of the rent payable under such sublease plus any bonus or other consideration therefor or incident thereto) any person or entity which, directly or indirectly, controls, is controlled byexceeds the hereinabove provided Rent payable under this Lease, or is under common control withif with respect to a permitted assignment, permitted license, or other transfer by Tenant permitted by Landlord, the proposed Transfereeconsideration payable to Tenant by the assignee, is licensee, or other transferee exceeds the Rent payable under this Lease, then an occupant of any part of Tenant shall be bound and obligated to pay Landlord such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee, or other transferee, as the Property;case may be. (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised pay Landlord a fee in the amount of ONE THOUSAND AND NO/100 DOLLARS ($1,000.00) to reimburse Landlord for all its expenses including, without limitation, reasonable attorney fees associated with Tenant’s request to assign, sublet or publicized in any way otherwise encumber the availability Premises under the terms of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. Landlord hereby consents to the foregoing assignment and assumption, upon the following terms and conditions to each of which Assignor and Assignee expressly agree: (a) If Tenant desires such consent is given without prejudice to Landlord’s consent to any Transfer's rights under the Lease, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises.as amended hereby; (b) In neither the event Landlord does not exercise its options pursuant assignment or Landlord's consent shall be deemed to Section 6.5 below to recapture be the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event authorization for any further assignment or subletting or parting with or sharing possession or occupancy of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person all or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the PropertyLease or the Premises; (vc) The proposed Transferee is not a person except as expressly provided in this Agreement, nothing contained herein shall be construed as modifying, waiving, impairing or entity with whom L▇▇▇▇▇▇▇ is thenaffecting any of the provisions, covenants, and conditions in the Lease or during any of Landlord's rights or remedies under the preceding nine (9) months has beenLease or waiving any breach of the Assignor in the due keeping, actively negotiating to lease space at the Propertyperformance or observance thereof; (vid) The proposed Transfer Assignor shall be in form reasonably satisfactory to Landlord remain fully liable for the payment of all rent and shall comply with for the applicable provisions performance of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability all of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion obligations of the Premises which is independently leasable space; (ix) The holder Tenant under the Lease from and after the Effective Date through the scheduled expiration of any Superior Mortgage and/or Superior the Term of the Original Lease, but in no event shall Assignor's liability exceed its liability under the Original Lease, as applicableamended by the First Amendment, consents if this Agreement were not entered into; and (e) contemporaneous with the execution of this Agreement, (i) Assignor shall pay to such Transfer; and Landlord the amount of $6,500.00 (xthe "Assignor Fee"), which amount may be deducted from the cash security deposit held by Landlord under the Original Lease, currently in the amount of Forty-Three Thousand Nine Hundred One and 67/100 Dollars ($43,901.67) Neither (the identity nor business "Existing Security Deposit") and (ii) Landlord shall return the remaining balance of the proposed Transferee would cause Landlord Existing Security Deposit (after such deduction) to be Tenant upon the May 31, 2008 expiration or earlier termination of the Original Lease, in violation of any covenant or restriction contained in another lease at accordance with the Propertyprovisions therein.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent and Tenant’s agreement with regard to any TransferTenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, Tenant shall notify Landlord in writingexcept upon Landlord’s prior written consent, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which consent shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises subject to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not rights under Paragraph 13.d. below) be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards neither this Lease nor all or any part of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity whichleasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) the proposed assignee or subtenant (or any person which directly or indirectly controls, is controlled by, or is under common control with, with the proposed Transferee, assignee or subtenant) is then an occupant of any part a current tenant of the Building or has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Real Property; ; (ii) Landlord disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (iii) Landlord determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iv) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings; (v) The proposed Transferee is not the assignment or subletting would involve a person change in use from that expressly permitted under Paragraph 8.a. above or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; any other provisions of this Lease; (vi) The Landlord determines that the proposed Transfer shall assignee may be in form reasonably satisfactory unable to Landlord and shall comply with perform all of Tenant’s obligations under this Lease or the applicable provisions proposed subtenant may be unable to perform all of this Article 6; its obligations under the proposed sublease or (vii) Tenant shall not have advertised or publicized in any way the availability as of the Premises at rental rate less than date Tenant requests Landlord’s consent or as of the base rent date Landlord responds thereto, a breach or default by Tenant under this Lease shall have occurred and additional rent at which Landlord is then offering to lease other space located in be continuing. Landlord’s foregoing rights and options shall continue throughout the Building without prior notice to and approval by Landlordentire term of this Lease. For purposes of this Paragraph 13, which approval the following events shall not be unreasonably withheld, conditioned deemed an assignment or delayed; (viii) With respect to a proposed sublease, as appropriate: (i) the proposed sublease involvesissuance of equity interests (whether stock, partnership interests or otherwise) in Tenant or any subtenant or assignee, or any entity controlling any of them, to any person or group of related persons, in Landlord’s reasonable judgmenta single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant or any subtenant or assignee; (ii) a portion transfer of Control of Tenant or any subtenant or assignee, or any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, acquisition or reorganization), except that the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.transfer of

Landlord’s Consent. Landlord's and Tenant's agreement with regard to Tenant's right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except as otherwise expressly set forth in this Paragraph 13, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (acollectively, an “assignment”) If and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant desires (collectively, a “sublease”), in each case without Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing's prior written consent, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed. Except as otherwise expressly set forth in this Paragraph 13, provided any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and upon condition that: (i) There shall not be constitute an Event of Default that remains uncured; entitling Landlord to exercise all remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) Landlord reasonably disapproves of the proposed assignee's or subtenant's reputation or creditworthiness (taking into consideration Tenant's ongoing liability hereunder); (ii) In Landlord’s reasonable judgment Landlord reasonably determines that the character of the business that would be conducted by the proposed Transferee is engaged in a business which is in keeping assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the then standards character of the Building and Property and the proposed use is limited to the Permitted Use; as a first-class office building; (iii) The proposed Transferee is the assignment or subletting would involve a reputable entity and has sufficient financial worth and stability change in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; use from that expressly permitted under this Lease; or (iv) Neither as of the date Tenant requests Landlord's consent or as of the date Landlord responds thereto, a breach or default by Tenant under this Lease shall have occurred and be continuing. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. For purposes of this Paragraph 13, the following events shall be deemed an assignment or sublease, as appropriate: (Ai) the proposed Transferee nor issuance of equity interests (Bwhether stock, partnership interests or otherwise) in Tenant or assignee, or any entity controlling any of them, to any person or entity whichgroup of related persons, directly in a single transaction or indirectlya series of related or unrelated transactions, controlssuch that, is controlled byfollowing such issuance, such person or group shall have Control (as defined below) of Tenant or assignee; (ii) a transfer of Control of Tenant or assignee, or is under common control with, the proposed Transferee, is then an occupant any entity controlling any of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involvesthem, in Landlord’s reasonable judgmenta single transaction or a series of related or unrelated transactions (including, a portion without limitation, by consolidation, merger, acquisition or reorganization), except that the transfer of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.1005628.07/SF 375170-00002/11-24-16/mrm/mrm -30-

Landlord’s Consent. (a) If Landlord's and Tenant's agreement with regard to Tenant's right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant desires agrees that, except upon Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing's prior written consent, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which consent shall not be less than thirty (30subject to Landlord's rights under Paragraph 13.d. below) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned neither this Lease nor all or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards any part of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity whichleasehold interest created hereby shall, directly or indirectly, controlsvoluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively an "assignment") and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a "sublease"). Except where Landlord's consent is controlled byexpressly not required hereunder, any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling Landlord to exercise all remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency (other than executive offices of the same not having substantial dealings with the public), an office or facility of any governmental or quasi-governmental agency or authority having any on-premises dealings with the general public, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the provision of social, welfare or clinical health services or sleeping accommodations (whether temporary, daytime or overnight); (iii) the proposed assignee or subtenant is a current tenant of the Building, or is under common control with, the proposed Transferee, is then an occupant of any part a prospective tenant of the Property; (v) The proposed Transferee is not a person or entity Building with whom L▇▇▇▇▇▇▇ is thenLandlord has entered into a letter of intent (or similar document) or exchanged an offer and counteroffer, and Landlord has or during the preceding nine (9) months has been, actively negotiating to lease will have available space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice that is comparable to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Leaseor the portion thereof subject to such subletting, as applicable, consents to or that otherwise meets such Transfertenant's or prospective tenant's needs; and (xiv) Neither the identity nor business Landlord reasonably disapproves of the proposed Transferee assignee or subtenant's reputation or creditworthiness; (v) Landlord reasonably determines that the character of the business that would cause Landlord be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the assignment or subletting may conflict with any exclusive uses granted to be in violation other tenants of the Real Property, or with the terms of any covenant easement, covenant, condition or restriction contained restriction, or other agreement affecting the Real Property; (vii) the assignment or subletting would involve a change in another lease at use from that expressly permitted under this Lease; or (viii) Landlord reasonably determines that there is a material risk that the Propertyproposed assignee may be unable to perform all of Tenant's obligations under this Lease or the proposed subtenant may be unable to perform all of its obligations under the proposed sublease. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease.

Landlord’s Consent. (a) If Tenant desires Landlord’s Landlord shall not unreasonably withhold, delay ------------------ or condition its consent to any proposed Consent Transfer. Subject to the provisions of this Section 14.2, Tenant the parties hereby agree that it shall notify be reasonable under this Lease and under any applicable law for Landlord in writing, which notice (the “to withhold consent to any proposed Consent Transfer Notice”) shall include (i) the proposed effective date where one or more of the Transferfollowing apply, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises without limitation as to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition thatreasonable grounds for withholding consent: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed 14.2.1 The Transferee is of a character or reputation or engaged in a business which is in keeping materially inconsistent with the then standards quality of the Building and Property and Building; or 14.2.2 The Transferee intends to use the proposed use is limited to the Permitted Use;Subject Space for purposes which are inconsistent with those permitted under this Lease; or (iii) 14.2.3 The proposed Transferee is not a reputable entity and has sufficient party of reasonable financial worth and and/or financial stability in light of the responsibilities to be undertaken, based undertaken in connection with the Transfer on evidence the date consent is requested; provided by T▇▇▇▇▇ that the provisions of this Section 14.2. shall be applicable only if (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (Ai) the proposed Transferee nor ------------- Transfer is an assignment of Tenant's interest in the Lease, (Bii) any person the proposed Transfer concerns twenty thousand (20,000) rentable square feet or entity which, directly or indirectly, controls, is controlled bymore of the Premises, or is under common control with(iii) upon the consummation of the proposal Transfer, the proposed TransfereeOriginal Tenant and/or its Affiliates will not continue to directly occupy (i.e., is then an occupant of any part have not subleased or otherwise transferred its space) at least forty thousand (40,000) rentable square feet of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is thenPremises. If Landlord consents to any Consent Transfer pursuant to the terms of this Section 14.2, or during the preceding Tenant may within nine (9) months has beenafter Landlord's consent, actively negotiating to lease space at but not later than the Property; (vi) The proposed expiration of said nine-month period, enter into such Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located or portion thereof, provided that if there are any material changes in the Building without prior notice terms and conditions from those specified in the Transfer Notice such that Landlord would initially have been entitled to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents refuse its consent to such Transfer; and (x) Neither Transfer under this Section 14.2, Tenant shall again submit the identity nor business of the proposed Transferee would cause Transfer to Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyfor its consent under this Article 14.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise elect one (1) of the two (2) options provided in Subsection 14.(c), Landlord shall not unreasonably withhold or delay its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer Transfer. Landlord shall not be unreasonably withheld, conditioned or delayed, provided and upon condition thatdeemed to have reasonably withheld its consent to any proposed transfer unless all of the following conditions have been established to Landlord's reasonable satisfaction: (i) There shall The Proposed Transferee has sufficient financial wherewithal to discharge its obligations under this Lease and the proposed agreement of assignment or the sublease, as the case may be and as determined by Landlord's criteria for selecting Building Project tenants and has a net worth, experience, and reputation which is not be an Event less than the greater of Default that remains uncured;(1) the net worth, experience, and reputation which Tenant had on the Commencement Date, or (2) the net worth, experience, and reputation of Tenant immediately prior to the request for Landlord's consent to the proposed Transfer. (ii) In The Proposed Transfer shall not, in Landlord’s 's reasonable judgment judgment, cause physical harm to the proposed Transferee is engaged in a business which is in keeping with Building or harm to the then standards reputation of the Building and Property and which would result in an impairment of Landlord's ability to lease space in the proposed use is limited to Building or a diminution in the Permitted Use;rental value of space in the Building. (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light use of the responsibilities to Premises by the Proposed Transferee will be undertaken, based on evidence provided by T▇▇▇▇▇ (a use permitted under this Lease and others) will not violate any restrictive covenants or exclusive use provisions applicable to Landlord, as determined by Landlord in its reasonable discretion;. (iv) Neither (A) the proposed The Proposed Transferee nor (B) shall not be any person or entity whichwhich shall at that time be a tenant, directly or indirectly, controls, is controlled bysubtenant, or is under common control with, the proposed Transferee, is then an other occupant of any part of the Property;Building Project, or who dealt with Landlord or Landlord's agent (directly or through a broker) with respect to space in the Building during the six (6) months immediately preceding Tenant's request for Landlord's consent. (v) The proposed use of the Premises by the Proposed Transferee is will not a person require material alterations or entity additions to the Premises or the Building Project to comply with whom L▇▇▇▇▇▇▇ is then, applicable law or during the preceding nine (9) months has been, actively negotiating to lease space at the Property;governmental requirements and will not negatively affect insurance requirements or impose environmental risks. (vi) The Any mortgagee of the Building will consent to the proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6;Transfer. (vii) Tenant There shall not have advertised or publicized in be no default by Tenant, beyond any way the availability applicable grace period, under any of the Premises terms, covenants, and conditions of this Lease at rental rate less than the base rent time that Landlord's consent to any such transfer is requested and additional rent at which Landlord is then offering to lease other space located in on the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion date of the Premises which is independently leasable space; (ix) The holder commencement of the term of any Superior Mortgage and/or Superior such proposed transfer. Tenant expressly, knowingly, and voluntarily waives any right, claim, or remedy otherwise available to Tenant for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim, or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to any proposed transfer pursuant to this Lease. Tenant's sole remedy in such an event shall be to institute an action or proceeding seeking specific performance, as applicableinjunctive relief, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertydeclaratory judgment.

Landlord’s Consent. (a) If Tenant desires shall not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (or permit a third party to occupy or use) the Premises, or any part thereof, nor shall any assignment or transfer of this Lease or the right of occupancy hereunder be effected by operation of law or otherwise, without the prior written consent of Landlord’s , such consent not to be unreasonably withheld, conditioned or delayed. Subject to the terms of Section 10.4 and Section 10.5 below, a transfer at any one time or from time to time of a majority interest in Tenant (whether stock, partnership interest or other form of ownership or control) shall be deemed to be an assignment of this Lease, unless at the time of such transfer Tenant is an entity whose outstanding stock is listed on a recognized security exchange. Within 30 days following Landlord's receipt of Tenant's request for Landlord's consent to any Transfera proposed assignment, sublease, or other encumbrance, together with all information required to be delivered by Tenant shall notify pursuant to the provisions of this Section 10.1, Landlord in writing, which notice (the “Transfer Notice”) shall include shall: (i) the consent to such proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, transaction; (ii) refuse such consent with a description statement of the reasons of refusal; or (iii) elect to terminate this Lease in the event of an assignment, or in the case of a Significant Sublease (as defined in Section 10.2), terminate this Lease as to the portion of the Premises proposed to be transferredsublet in accordance with the provisions of Section 10.2. Any assignment, sublease or other encumbrance without Landlord's written consent shall be voidable by Landlord and, at Landlord's election, constitute an Event of Default hereunder. If within the 30-day period set forth above, Landlord fails to timely deliver to Tenant notice of Landlord’s consent, refusal or election to terminate with respect to a proposed assignment or sublease, then Tenant may send a second (iii2nd) all notice (“2nd Notice of Proposed Transfer”) to Landlord, which notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO SECTION 10.1 OF LEASE - - FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED CONSENT TO ASSIGNMENT OR SUBLEASE.” If Landlord fails to deliver notice of Landlord’s consent, refusal or election to terminate with respect to a proposed transfer described in Tenant’s 2nd Notice of Proposed Transfer within five (5) business days after receipt of such 2nd Notice of Proposed Transfer, Landlord shall be deemed to have consented to the proposed transfer described in the 2nd Notice of Proposed Transfer. Without limiting other instances in which Landlord may reasonably withhold consent to an assignment or sublease, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold consent (a) if an Event of Default exists under this Lease or if an Event of Default would exist but for the pendency of any cure periods provided under Section 20.1 (unless such Event of Default requires notice under Section 20.1 and Landlord has not delivered such notice to Tenant); or (b) if the proposed assignee or sublessee is: a governmental entity; a person or entity with whom Landlord has negotiated for space in the Project during the prior six months and for whom Landlord has space available in the Project to meet such person or entity’s needs; a present tenant in the Project for whom Landlord has space available in the Project to meet such person or entity’s needs; a person or entity whose tenancy in the Project would not be a Permitted Use or would violate any exclusivity arrangement which Landlord has with any other tenant; a person or entity of a character or reputation or engaged in a business which is not consistent with the quality of the terms Project; or not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under this Lease with respect to a proposed Transfer and assignment (or under the consideration thereforsublease with respect to a proposed sublease) on the date consent is requested. If Tenant requests Landlord's consent to a specific assignment or subletting, including Tenant will submit in writing to Landlord: (1) the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental assignee or related to such Transfer, subtenant; (iv2) current financial statements a counterpart of the proposed Transferee certified by an officer, partner agreement of assignment or owner thereof, sublease; (3) reasonably satisfactory information as to the nature and character of the business credit and personal references and history of the proposed Transferee assignee or subtenant, and any as to the nature of its proposed use of the space; (4) banking, financial or other credit information required by Landlord which will reasonably sufficient to enable Landlord to determine the financial responsibility, character, responsibility and reputation character of the proposed Transfereeassignee or subtenant; (5) executed estoppel certificates from Tenant containing such information as provided in Section 24.4; and (6) any other information reasonably requested by Landlord. Notwithstanding anything to the contrary contained herein, nature of such Transfereeif Tenant claims that Landlord has unreasonably withheld or delayed its consent under this Section 10.1, Tenant’s business sole remedies shall be a declaratory judgment and proposed use of an injunction for the Premisesrelief sought and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to obtain damages or terminate this Lease, whether under California Civil Code Section 1995.310 or otherwise. (b) In Notwithstanding that the event prior express written permission of Landlord does not exercise its options pursuant to Section 6.5 below to recapture any of the Premises or terminate this Lease in whole or in partaforesaid transactions may have been obtained, Landlord’s consent to a proposed Transfer the following shall not be unreasonably withheld, conditioned or delayed, provided and upon condition thatapply: (i) There In the event of an assignment, contemporaneously with the granting of Landlord's aforesaid consent, Tenant shall not cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties, and obligations of Tenant hereunder from and after the date of such assignment and such assignee shall be an Event of Default that remains uncured;jointly and severally liable therefor along with Tenant. (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards All terms and provisions of the Building and Property and the proposed use is limited this Lease shall continue to the Permitted Use;apply after any such transaction. (iii) The proposed Transferee is a reputable entity In any case where Landlord consents to an assignment, transfer, encumbrance or subletting, the undersigned Tenant and has sufficient financial worth any Guarantor shall nevertheless remain directly and stability in light primarily liable for the performance of all of the responsibilities covenants, duties, and obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent and other sums herein provided to be undertakenpaid), based on evidence provided by T▇▇▇▇▇ (and others) Landlord shall be permitted to Landlordenforce the provisions of this instrument against the undersigned Tenant, as determined any Guarantor and/or any assignee without demand upon or proceeding in any way against any other person. Neither the consent by Landlord to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any Guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other party from obtaining the consent in its reasonable discretion;writing of Landlord to any further assignment, transfer, encumbrance or subletting. (iv) Neither Tenant hereby assigns to Landlord the rent and other sums due from any subtenant, assignee or other occupant of the Premises and hereby authorizes and directs each such subtenant, assignee or other occupant to pay such rent or other sums directly to Landlord; provided however, that until the occurrence of an Event of Default, Tenant shall have the license to continue collecting such rent and other sums. Notwithstanding the foregoing, in the event that the rent due and payable by a sublessee under any such permitted sublease (Aor a combination of the rent payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled byhereinabove provided Rent payable under this Lease, or is under common control withif with respect to a permitted assignment, permitted license, or other transfer by Tenant permitted by Landlord, the proposed Transfereeconsideration payable to Tenant by the assignee, is licensee, or other transferee with respect to the assignment or sublease, as applicable exceeds the Rent payable under this Lease, then an occupant of any part Tenant shall be bound and obligated to pay Landlord, in accordance with Section 10.3, 50% of the Property;Net Profits (as defined in Section 10.3) within 30 days following receipt thereof by Tenant from such sublessee, assignee, licensee, or other transferee, as the case may be. (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is thenTenant shall reimburse Landlord for its reasonable, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of third party attorneys’ fees incurred under this Article 6; (vii) Tenant shall not have advertised or publicized X, in connection with any way the availability of the Premises at rental rate less than the base rent review of, and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord’s consent to, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed any sublease, the proposed sublease involvesassignment or deemed assignment made under this Article X, in regardless of whether Landlord’s reasonable judgment, a portion of the Premises which consent is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, required under this Article X and whether Landlord consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyrequest.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingnot make any alterations, additions, modifications or improvements to the Premises without the prior written consent of Landlord, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which consent will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned provided that such alterations, additions, modifications or delayedimprovements are not structural or involve building systems. If Tenant desires to make any such alterations, provided etc., plans for same shall first be submitted to and upon condition that: approved by Landlord, and same shall be done by Tenant, at its own expense, and Tenant agrees that all such work shall be done in a good and workmanlike manner (i) There Landlord having the right to approve all contractors), that the structural integrity of the building shall not be an Event impaired, that no liens shall attach to the Premises by reason therefor, and that Tenant will secure all necessary permits pertaining to the aforementioned alterations, etc. Tenant has no authority or power, express or implied, to create or cause to be created or to consent to any lien, charge or encumbrance of Default that remains uncured; (ii) In any kind against the Premises, the Building, or the Property. Tenant shall pay before delinquency all costs for work done or caused to be done by Tenant in the Premises which could result in any lien or encumbrance on Landlord’s reasonable judgment 's interest in the proposed Transferee is engaged Building or any part thereof, shall keep the title to the building and every part thereof free and clear of any lien or encumbrance with respect to such work and shall indemnify and hold harmless Landlord against any claim, loss, cost, demand or legal or other expense, whether in a business which is in keeping with the then standards respect of any lien or otherwise, arising out of the Building supply of material, services or labor for such work. Notwithstanding the foregoing, provided Tenant is not in default, Tenant shall not be responsible for the removal of any lien arising solely as a result of Landlord's failure to pay any amounts required to be paid by Landlord pursuant to Section 7.1. Tenant shall immediately notify Landlord of any such lien, claim of lien or other action of which it has knowledge and Property which affects the title to the building or any part thereof and shall cause the same to be removed within ten (10) days, failing which Landlord may take such action as Landlord deems necessary to remove the same and the proposed use is limited to the Permitted Use; cost thereof (iiiincluding reasonable attorneys' fees) The proposed Transferee is a reputable entity shall be immediately due and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided payable by T▇▇▇▇▇ (and others) Tenant to Landlord. All alterations, as determined additions, improvements and fixtures (other than Tenant's Personal Property, provided the same are installed at no cost or expense to Landlord) which may be made or installed by Landlord in its reasonable discretion; (iv) Neither (A) either party upon the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer Premises shall be in form reasonably satisfactory to and remain the property of Landlord and shall comply remain upon and be surrendered with the applicable provisions of this Article 6; (vii) Premises, unless Landlord requests their removal, in which event Tenant shall not have advertised or publicized in any way remove the availability of same and restore the Premises to its original condition, taking into account normal wear and tear, at rental rate less than Tenant's sole cost and expense and Tenant-shall pay the base rent entire cost of such removal to Landlord upon Tenant's receipt of Landlord's written demand therefor. If Tenant fails to remove such property and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of restore the Premises which is independently leasable space; as aforesaid, Landlord may do so and Tenant shall pay the entire cost thereof to Landlord within ten (ix10) The holder days after Tenant's receipt of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the PropertyLandlord's written demand therefore.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent and Tenant’s agreement with regard to any TransferTenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, Tenant shall notify Landlord in writingexcept upon Landlord’s prior written consent, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which consent shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises subject to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not rights under Paragraph 13.d. below) be unreasonably withheld, conditioned neither this Lease nor all or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards any part of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity whichleasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the provision of social, welfare or clinical health services or sleeping accommodations (whether temporary, daytime or overnight); (iii) the proposed assignee or subtenant (or any person which directly or indirectly controls, is controlled by, or is under common control with, with the proposed Transferee, assignee or subtenant) is then an occupant of any part a current tenant of the Property; Building or has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Project; (iv) Landlord disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (v) The Landlord determines in its reasonable discretion that the character of the business that would be conducted by the proposed Transferee assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is not a person an entity or related to an entity with whom L▇▇▇▇▇▇▇ is then, Landlord or during any affiliate of Landlord has had adverse dealings within the preceding nine last sixty (960) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; months; (vii) Tenant shall not have advertised the assignment or publicized in subletting may conflict with any way the availability exclusive uses granted to other tenants of the Premises at rental rate less than Project, or with the base rent and additional rent at which Landlord is then offering to lease terms of any easement, covenant, condition or restriction, or other space located in agreement affecting the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; Project; (viii) With respect the assignment or subletting would involve a change in use from that expressly permitted under this Lease; (ix) Landlord determines in its reasonable discretion that the proposed assignee may be unable to a perform all of Tenant’s obligations under this Lease or the proposed sublease, subtenant may be unable to perform all of its obligations under the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and or (x) Neither the identity nor business as of the proposed Transferee would cause date Tenant requests Landlord’s consent or as of the date Landlord to responds thereto, a breach or default by Tenant under this Lease shall’ have occurred and be in violation continuing. Landlord’s foregoing rights and options shall continue throughout the entire term of any covenant or restriction contained in another lease at the Propertythis Lease.

Landlord’s Consent. (a) If Tenant desires Landlord’s Tenant's request for consent to any Transfersuch sublease, Tenant assignment or other transfer shall notify Landlord set forth in writing, which notice (writing the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms details of the proposed Transfer and the consideration thereforsublease, assignment or other transfer, including the name name, business and address financial condition of the proposed Transferee, and an executed copy prospective transferee (including copies of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officerprospective transferee), partner or owner thereof, business credit and personal references and history financial details of the proposed Transferee transaction (e.g., the term of and the rent, security deposit and any other consideration payable under such proposed assignment, sublease or transfer), and any other information required by Landlord reasonably may request. Tenant shall reimburse Landlord for all out of pocket expenses, including reasonable attorneys' fees in accordance with Section 12.02 below, incurred in connection with any proposed assignment or subletting hereunder, not to exceed $1,500. Landlord shall not unreasonably withhold its consent to Tenant's request for consent to any sublease, assignment of other transfer. Landlord and Tenant hereby agree that, in determining whether to grant or withhold consent to such proposed sublease, assignment or other transfer, Landlord may consider, without limitation, the following factors, which will enable Landlord to determine and Tenant acknowledge and agree are reasonable: (i) the business of the proposed assignee, sublessee or transferee and the proposed use of the Property; (ii) the financial responsibility, character, strength and the business reputation of the proposed Transfereeassignee, nature sublessee or transferee; (iii) the proposed use, storage, treatment, generation or production of any Hazardous Materials by the proposed assignee, sublessee or transferee; and (iv) Tenant's compliance with all of its obligations under this Lease. Notwithstanding any provisions of this Lease, or any present or future statute, law, rule or ordinance, to the contrary, Landlord and Tenant hereby expressly agree that if a court of competent jurisdiction determines that Landlord unreasonably withheld consent to a proposed sublease, assignment or other transfer by Tenant, then Tenant's sole and exclusive remedy for such breach by Landlord shall be limited to termination of this Lease as of the date of such Transferee’s business court determination, and proposed use Tenant hereby expressly waives the right to recover any monetary damages of the Premiseswhatever kind for such breach. (b) In If Tenant assigns or subleases, the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer following shall not be unreasonably withheld, conditioned or delayed, provided and upon condition thatapply: (i) There Tenant shall pay to Landlord as Additional Rent under this Lease the Landlord's Share (stated in Section 1.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under this Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) reasonable costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such reasonable costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited required to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities pay to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant portion of any part of the Property; (v) The proposed Transferee is not a person Profit received by Tenant in connection with an assignment or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating sublease to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the PropertyTenant's Affiliate.

Landlord’s Consent. If Landlord, upon receiving Tenant's said ------------------ notice with respect to any such space, shall not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold its consent to Tenant's assignment of this Lease or subletting the space covered by its notice. Landlord shall not be deemed to have unreasonably withheld its consent to a sublease of all or part of the Premises or an assignment of this Lease if its consent is withheld because: (a) If Tenant desires Landlord’s consent to is then in default hereunder; (b) any Transfer, Tenant notice of termination of this Lease or termination of Tenant's possession shall notify Landlord in writing, which notice have been given under Article 20 hereof; (the “Transfer Notice”c) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises which Tenant proposes to be transferred, (iii) all of the terms of the proposed Transfer and the consideration thereforsublease, including the name means of ingress to and address egress from and the proposed use thereof, and the remaining portion of the proposed TransfereePremises will violate any laws, and an executed copy ordinances, orders, rules, regulations or requirements of all documentation effectuating any federal, state, municipal or local government, department, commission, or board; (d) the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In Premises by the event Landlord subtenant or assignee does not exercise its options pursuant to conform with the use permitted by Section 6.5 below to recapture 3.1 hereof; or (e) in the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment of Landlord, the proposed Transferee subtenant or assignee is of a character or is engaged in a business which is in keeping with would be deleterious to the then standards reputation of the Building and Property and Premises, or the subtenant or assignee is not sufficiently financially responsible to perform its obligations under the proposed use is limited to sublease or assignment; provided, however, that the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light foregoing are merely examples of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at reasons for which Landlord is then offering to lease other space located in the Building without prior notice to may withhold its consent and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder deemed exclusive of any Superior Mortgage and/or Superior Leasepermitted reasons for reasonably withholding consent, as applicable, consents whether similar to such Transfer; and (x) Neither or dissimilar from the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyforegoing examples.

Landlord’s Consent. (a) If Tenant desires shall not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (or permit a third party to occupy or use) the Premises, or any part thereof, nor shall any assignment or transfer of this Lease or the right of occupancy hereunder be effected by operation of law or otherwise, without the prior written consent of Landlord’s , such consent not to be unreasonably withheld. A transfer at any one time or from time to time of a majority interest in Tenant (whether stock, partnership interest or other form of ownership or control) shall be deemed to be an assignment of this Lease, unless at the time of such transfer Tenant is an entity whose outstanding stock is listed on a recognized security exchange. Within 30 days following Landlord's receipt of Tenant's request for Landlord's consent to any Transfera proposed assignment, sublease, or other encumbrance, together with all information required to be delivered by Tenant shall notify pursuant to the provisions of this Section 9.1, Landlord in writing, which notice (the “Transfer Notice”) shall include shall: (i) the consent to such proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, transaction; (ii) refuse such consent; or (iii) elect to terminate this Lease in the event of an assignment, or in the case of a description of sublease, terminate this Lease as to the portion of the Premises proposed to be transferredsublet in accordance with the provisions of Section 9.2. Any assignment, sublease or other encumbrance without Landlord's written consent shall be voidable by Landlord and, at Landlord's election, constitute an Event of Default hereunder. Without limiting other instances in which Landlord may reasonably withhold consent to an assignment or sublease, Landlord and Tenant acknowledge that Landlord may withhold consent (iiia) all if an Event of Default exists under this Lease or if an Event of Default would exist but for the pendency of any cure periods provided under Section 21.1; or (b) if the proposed assignee or sublessee is: a governmental entity; a person or entity with whom Landlord has negotiated for space in the Project during the prior 6 months; a present tenant in the Project; a person or entity whose tenancy in the Project would violate any exclusivity arrangement which Landlord has with any other tenant; a person or entity of a character or reputation or engaged in a business which is not consistent with the quality of the terms Project; or not a party of reasonable financial worth and/or financial stability in light of the proposed Transfer and responsibilities involved under this Lease on the consideration therefordate consent is requested. If Tenant requests Landlord's consent to a specific assignment or subletting, including Tenant will submit in writing to Landlord: (1) the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental assignee or related to such Transfer, subtenant; (iv2) current financial statements a counterpart of the proposed Transferee certified by an officer, partner agreement of assignment or owner thereof, sublease; (3) reasonably satisfactory information as to the nature and character of the business credit and personal references and history of the proposed Transferee assignee or subtenant, and any as to the nature of its proposed use of the space; (4) banking, financial or other credit information required by Landlord which will reasonably sufficient to enable Landlord to determine the financial responsibility, character, responsibility and reputation character of the proposed Transferee, nature of assignee or subtenant; (5) executed estoppel certificates from Tenant containing such Transferee’s business information as provided in Article XXIII; and proposed use of the Premises(6) any other information reasonably requested by Landlord. (b) In Notwithstanding that the event prior express written permission of Landlord does not exercise its options pursuant to Section 6.5 below to recapture any of the Premises or terminate this Lease in whole or in partaforesaid transactions may have been obtained, Landlord’s consent to a proposed Transfer the following shall not be unreasonably withheld, conditioned or delayed, provided and upon condition thatapply: (i) There In the event of an assignment, contemporaneously with the granting of Landlord's aforesaid consent, Tenant shall not cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties, and obligations of Tenant hereunder and such assignee shall be an Event of Default that remains uncured;jointly and severally liable therefore along with Tenant. (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards All terms and provisions of the Building and Property and the proposed use is limited Lease shall continue to the Permitted Use;apply after any such transaction. (iii) The proposed Transferee is a reputable entity In any case where Landlord consents to an assignment, transfer, encumbrance or subletting, the undersigned Tenant and has sufficient financial worth any guarantor shall nevertheless remain directly and stability in light primarily liable for the performance of all of the responsibilities covenants, duties, and obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent and other sums herein provided to be undertakenpaid), based on evidence provided by T▇▇▇▇▇ (and others) Landlord shall be permitted to Landlordenforce the provisions of this instrument against the undersigned Tenant, as determined any guarantor and/or any assignee without demand upon or proceeding in any way against any other person. Neither the consent by Landlord to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other party from obtaining the consent in its reasonable discretion;writing of Landlord to any further assignment, transfer, encumbrance or subletting. (iv) Neither Tenant hereby assigns to Landlord the rent and other sums due from any subtenant, assignee or other occupant of the Premises and hereby authorizes and directs each such subtenant, assignee or other occupant to pay such rent or other sums directly to Landlord; provided however, that until the occurrence of an Event of Default, Tenant shall have the license to continue collecting such rent and other sums. Notwithstanding the foregoing, in the event that the rent due and payable by a sublessee under any such permitted sublease (Aor a combination of the rent payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled byhereinabove provided Rent payable under this Lease, or is under common control withif with respect to a permitted assignment, permitted license, or other transfer by Tenant permitted by Landlord, the proposed Transfereeconsideration payable to Tenant by the assignee, is licensee, or other transferee exceeds the Rent payable under this Lease, then an occupant of any part of Tenant shall be bound and obligated to pay Landlord such excess rent and other excess consideration in accordance with Section 9.3 within 10 days following receipt thereof by Tenant from such sublessee, assignee, licensee, or other transferee, as the Property;case may be. (v) The proposed Transferee is not Tenant shall pay Landlord a person or entity with whom L▇▇▇▇▇▇▇ is then, or during fee in the preceding nine (9) months has been, actively negotiating amount of $2,500.00 to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to reimburse Landlord and shall comply with the applicable provisions of for all its expenses under this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building IX, including, without prior notice to and approval by Landlordlimitation, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyattorneys’ fees.

Landlord’s Consent. (a) If Landlord's and Tenant's agreement with regard to Tenant's right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant desires agrees that, except upon Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing's prior written consent, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which consent shall not be less than thirty (30subject to Landlord's rights under Paragraph 13.d. below) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned neither this Lease nor all or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards any part of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity whichleasehold interest created hereby shall, directly or indirectly, controlsvoluntarily or involuntarily, is controlled byby 15 operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively an "assignment") and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a "sublease"). Any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would materially increase the operating costs for the Building or the burden on the Building services, or generate material additional foot traffic, elevator usage or security concerns in the Building, or create an increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is under common control withretail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the provision of social, welfare or clinical health services or sleeping accommodations (whether temporary, daytime or overnight); (iii) the proposed Transferee, assignee or subtenant is then an occupant of any part a current tenant of the Property; Building or a prospective tenant of the Building; (iv) Landlord in good faith disapproves of the proposed assignee or subtenant's reputation or creditworthiness; (v) The Landlord determines in good faith that the character of the business that would be conducted by the proposed Transferee assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings; (vii) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Real Property, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property; (viii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; or (ix) Landlord in good faith determines that there is a material risk that the proposed assignee will be unable to perform all of Tenant's obligations under this Lease or that the proposed subtenant will be unable to perform all of its obligations under the proposed sublease. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. For purposes of this Paragraph 13, the following events shall be deemed an assignment or sublease, as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or otherwise) in Tenant or any subtenant or assignee, or any entity controlling any of them, to any person or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant or any subtenant or assignee; (ii) a transfer of Control of Tenant or any subtenant or assignee, or any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, acquisition or reorganization), except that the transfer of outstanding capital stock or other listed equity interests by persons or parties other than "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, through the "over-the- counter" market or any recognized national or international securities exchange, shall not be included in determining whether Control has been transferred, nor shall transfers of Tenant's stock to the employee stock option plan of the Tenant originally named herein (the "ESOP") or among participants in the ESOP be considered a change in Control so long such transfer(s) do not result in a person or entity with whom L▇▇▇▇▇▇▇ other than the person or entity, if any, that currently Controls Tenant, obtaining Control of Tenant; (iii) a reduction of Tenant's assets to the point that this Lease is thensubstantially Tenant's only asset; (iv) a change or conversion in the form of entity of Tenant, any subtenant or assignee, or during any entity controlling any of them, which has the preceding nine (9) months has been, actively negotiating to lease space at effect of limiting the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions liability of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than partners, members or other owners of such entity; or (v) the base rent and additional rent at which Landlord is then offering agreement by a third party to lease other space located in the Building without prior notice to and approval by Landlordassume, which approval shall not be unreasonably withheldtake over, conditioned or delayed; (viii) With respect to a proposed subleasereimburse Tenant for, the proposed sublease involves, in Landlord’s reasonable judgment, a portion any or all of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.Tenant's 16

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise elect one (1) of the two (2) options provided in Subsection 14.(c), Landlord shall not unreasonably withhold or delay its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer Transfer. Landlord shall not be unreasonably withheld, conditioned or delayed, provided and upon condition thatdeemed to have reasonably withheld its consent to any proposed transfer unless all of the following conditions have been established to Landlord's reasonable satisfaction: (i) There shall The Proposed Transferee has sufficient financial wherewithal to discharge its obligations under this Lease and the proposed agreement of assignment or the sublease, as the case may be and as determined by Landlord's criteria for selecting Building Project tenants and has a net worth,, experience, and reputation which is not be an Event less than the greater of Default that remains uncured;(1) the net worth, experience, and reputation which Tenant had on the Commencement Date, or (2) the net worth, experience, and reputation of Tenant immediately prior to the request for Landlord's consent to the proposed Transfer. (ii) In The Proposed Transfer shall not, in Landlord’s 's reasonable judgment judgment, cause physical harm to the proposed Transferee is engaged in a business which is in keeping with Building or harm to the then standards reputation of the Building and Property and which would result in an impairment of Landlord's ability to lease space in the proposed use is limited to Building or a diminution in the Permitted Use;rental value of space in the Building. (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light use of the responsibilities to Premises by the Proposed Transferee will be undertaken, based on evidence provided by T▇▇▇▇▇ (a use permitted under this Lease and others) will not violate any restrictive covenants or exclusive use provisions applicable to Landlord, as determined by Landlord in its reasonable discretion;. (iv) Neither (A) the proposed The Proposed Transferee nor (B) shall not be any person or entity whichwhich shall at that time be a tenant, directly or indirectly, controls, is controlled bysubtenant, or is under common control with, the proposed Transferee, is then an other occupant of any part of the Property;Building Project, or who dealt with Landlord or Landlord's agent (directly or through a broker) with respect to space in the Building during the six (6) months immediately preceding Tenant's request for Landlord's consent. (v) The proposed use of the Premises by the Proposed Transferee is will not a person require alterations or entity additions to the Premises or the Building Project to comply with whom L▇▇▇▇▇▇▇ is then, applicable law or during the preceding nine (9) months has been, actively negotiating to lease space at the Property;governmental requirements and will not negatively affect insurance requirements or impose environmental risks. (vi) The Any mortgagee of the Building will consent to the proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6;Transfer. (vii) Tenant There shall not have advertised or publicized in be no default by Tenant, beyond any way the availability applicable grace period, under any of the Premises terms, covenants, and conditions of this Lease at rental rate less than the base rent time that Landlord's consent to any such transfer is requested and additional rent at on the date of the commencement of the term of any such proposed transfer. Tenant acknowledges that the foregoing is not intended to be an exclusive list of the reasons for which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect may reasonably withhold its consent to a proposed subleasetransfer. Tenant expressly, the knowingly, and voluntarily waives any right, claim, or remedy otherwise available to Tenant for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim, or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to any proposed sublease involvestransfer pursuant to this Lease. Tenant's sole remedy in such an event shall be to institute an action or proceeding seeking specific performance, in Landlord’s reasonable injunctive relief, or declaratory judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. (a) If Tenant desires Landlord’s Landlord shall not unreasonably withhold its consent to any Transfer, Tenant shall notify Landlord proposed Transfer of the Subject Space to the Transferee on the terms specified in writing, which notice (the “Transfer Notice”) . Landlord shall include (i) the grant or deny its consent to a proposed effective date of the Transfer, which shall not be less than Transfer within thirty (30) days nor more than one hundred eighty (180) days after following the date of delivery of Landlord receives the Transfer Notice, (ii) . Any denial of Landlord's consent shall be accompanied by a description of statement indicating the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence reasonable grounds upon which Landlord denied such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) consent. In the event that Landlord does not exercise shall fail to grant or deny its options pursuant consent within the foregoing thirty (30) day period, and shall fail to Section 6.5 below grant or deny its consent within three (3) business days following receipt of notice thereof from Tenant, Landlord's consent shall be deemed granted. Without limitation as to recapture other reasonable grounds for withholding consent, the Premises or terminate parties hereby agree that it shall be reasonable under this Lease in whole or in part, Landlord’s and under any applicable law for Landlord to withhold consent to a any proposed Transfer shall not be unreasonably withheld, conditioned where one or delayed, provided and upon condition thatmore of the following apply: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed 14.2.1 The Transferee is of a character or reputation or engaged in a business which is in keeping not consistent with the then standards quality of the Building and Property or the Project, as reflected by the then existing tenants of the Project; 14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 14.2.3 The Transferee is either a governmental agency or instrumentality thereof; 14.2.4 The Transfer occurs during the period from the Lease Commencement Date until the earlier of (i) the first anniversary of the Lease Commencement Date, or (ii) the date at least ninety percent (90%) of the rentable square feet of the Building is leased, and the proposed use rent charged by Tenant to such Transferee during the term of such Transfer (the "TRANSFEREE'S RENT"), calculated using a present value analysis, is limited to less than ninety percent (90%) of the Permitted Userent being quoted by Landlord at the time of such Transfer for comparable space in the Building for a comparable term (the "QUOTED RENT"), calculated using a present value analysis; (iii) 14.2.5 The proposed Transferee is not a reputable entity and has sufficient party of reasonable financial worth and and/or financial stability in light of the responsibilities to be undertaken, based undertaken in connection with the Transfer on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretionthe date consent is requested; (iv) Neither (A) 14.2.6 The proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease; or 14.2.7 Either the proposed Transferee nor (B) Transferee, or any person or entity which, which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part occupies space in the Project at the time of the Property; request for consent and Landlord has space in the Project which is reasonably sufficient, and can provide tenant improvements which are reasonably adequate, to satisfy the proposed Transferee's requirements, provided that the terms of this Section 14.2.7 shall be inapplicable in connection with a proposed sublease to be entered into by Tenant during the last twenty-four (v24) The months of the Lease Term which is for a term (inclusive of renewals) of twenty-four (24) months or less. If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease), Tenant may within six (6) months after Landlord's consent, but not later than the expiration of said six-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, or (ii) which would cause the proposed Transfer to be more favorable to the Transferee is not a person or entity with whom Lin any ▇▇▇▇▇▇ REALTY [999 North ▇▇▇▇▇▇▇ is then▇▇▇] [Encore Software] material manner than the terms set forth in Tenant's original Transfer Notice, or during Tenant shall again submit the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord for its approval and shall comply with the applicable provisions other action under this Article 14 (including Landlord's right of recapture, if any, under Section 14.4 of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property).

Landlord’s Consent. (a) If In the event Tenant desires Landlord’s consent proposes to any Transferassign this Lease or enter into a sublease, Tenant shall notify Landlord in writing, which request Landlord's consent by notice given not less than sixty (60) days prior to the “Transfer Notice”) intended effective date of the proposed assignment or sublease. Tenant's notice shall include the proposed assignee's or sublessee’s name and address, current financial statement and business resume, including other business locations, other landlords, trade and bank references and other information as reasonably requested by Landlord. Consent withheld by Landlord for any of the following reasons shall be deemed conclusively to be consent reasonably withheld: (i) the proposed effective date of the Transferassignee or sublessee is not financially qualified or is an otherwise unsatisfactory credit risk, which shall or is not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Noticesufficiently experienced, (ii) the proposed assignment or sublease would result in the creation of more than one office, or in a description change of the portion of the Premises to be transferredPermitted Use, or (iii) all the proposed assignment or sublease would adversely, in Landlord’s opinion, affect the overall character or quality of the terms of Building in which the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such TransferDemised Premises are located, (iv) current financial statements the proposed assignment or sublease would increase the parking requirements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history Building beyond the existing capacity of the Project; (v) the proposed Transferee and assignee or subtenant does not have a good reputation as a tenant of property; (vii) or the assignment or subletting would entail any other information required by Landlord alterations which will enable Landlord to determine would lessen the financial responsibility, character, and reputation value of the leasehold improvements in the Demised Premises; (viii) the proposed Transferee, nature of such Transferee’s business and proposed assignee or sublessee or use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Demised Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment by the proposed Transferee is engaged in a business which is in keeping with assignee would come within the then standards provisions of the Building Spill Compensation and Property and the proposed use is limited to the Permitted Use; Control Act, or any other Environmental Law, or (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (Aix) the proposed Transferee nor (B) any person assignee or entity which, directly or indirectly, controls, sublessee is controlled by, or an existing tenant in the Project. If it is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee determined that Landlord is not entitled to withhold any consent or approval under this Section 13.C. in its sole discretion and Tenant claims that Landlord has been unreasonable in withholding or delaying consent or unreasonable in its request for information as to a person proposal to assign or entity with whom L▇▇▇▇▇▇▇ is thenenter into a sublease, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer Tenant’s remedy shall be in form reasonably satisfactory restricted to Landlord a declaratory judgment and an injunction for the relief sought, and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyexclude money damages.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to reasonably determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and only upon condition the conditions that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property Project and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the PropertyProject for so long as the Building and the buildings that make up the Project are under common ownership; provided that Landlord then has comparable space available for lease to such proposed Transferee; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ Landlord is then, or during the preceding nine six (96) months has been, actively negotiating to lease space at the PropertyProject; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building Building, without ▇▇▇▇▇▇▇▇’s prior notice to and approval by Landlordwritten approval, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (xix) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the PropertyProject.

Landlord’s Consent. (a) If Tenant desires Landlord’s Landlord shall not unreasonably withhold its ------------------- consent to any Transfer, Tenant shall notify Landlord proposed Transfer of the Subject Space to the Transferee on the terms specified in writing, which notice (the “Transfer Notice”) . Landlord shall include (i) the grant or deny its consent to any proposed effective date assignment of Tenant's interest in this Lease or any sublease of substantially all of the TransferPremises for substantially all of the remainder of the Lease Term (collectively, which shall not be less than an "ASSIGNMENT") within thirty (30) days nor more than one hundred eighty (180) days after the date of delivery Landlord's receipt of the Transfer Notice, and Landlord shall grant or deny its consent to any other Transfer within fifteen (ii15) a description days after Landlord's receipt of the portion of the Premises Transfer Notice. If Landlord fails to grant or deny its consent within such time periods, Landlord shall be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents deemed to evidence such Transfer and all agreements incidental or related have given its consent to such Transfer. Without limitation as to other reasonable grounds for withholding consent, (iv) current financial statements the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition thatfollowing apply: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed 11.2.1 The Transferee is of a character or reputation or engaged in a business which is in keeping not consistent with the then standards quality of the Building and Property and or the proposed use is limited to Project, or would be a significantly less prestigious occupant of the Permitted UseBuilding than Tenant; 11.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 11.2.3 The Transferee is either a governmental agency or instrumentality thereof (i) which is that of a foreign country, (ii) which is of a character or reputation, is engaged in a business, or is of, or is associated with, a political orientation or faction, which is materially inconsistent with the quality of the Project, or which would otherwise reasonably offend a landlord of a Comparable Building if such Transferee occupied space in such landlord's building, (iii) which is capable of exercising the power of eminent domain or condemnation, or (iv) which would significantly increase the human traffic in the Premises or Building; 11.2.4 The Transfer will result in more than a reasonable and safe number of occupants per floor within the Subject Space; 11.2.5 If the Transfer is an Assignment, or if upon the completion of the proposed Transfer more than one hundred twenty-five thousand (125,000) rentable square feet of the Premises will be subject to Transfers or not otherwise occupied by Tenant or an Affiliate of Tenant, and the Transferee is not a reputable entity and has sufficient party of reasonable financial worth and and/or financial stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) involved under the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part portion of the Property;Lease subject to the assignment or sublease on the date consent is requested; or (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) 11.2.6 The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions would cause a violation of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to another lease other for space located in the Building without prior notice to and approval by LandlordBuilding, which approval shall not be unreasonably withheldviolation relates to an exclusive retail, conditioned stock brokerage or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertybanking use.

Landlord’s Consent. As described above, except in connection with a Transfer of Business Assignment (which Landlord shall reasonably consider), Landlord may grant or withhold its consent to any requested assignment or sublease requested by Tenant in its exclusive, arbitrary and unfettered discretion, without the need or necessity of giving Tenant any reason therefor. If Landlord, upon receiving ▇▇▇▇▇▇'s notice of proposed assignment or subletting with respect to any such space, shall not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold its consent to ▇▇▇▇▇▇'s assignment of this Lease or subletting the space covered by its notice. Landlord shall not be deemed to have unreasonably withheld its consent to a sublease of all or part of the Leased Premises or an assignment of this Lease if its consent is withheld because: (a) If Tenant desires Landlord’s consent is then subject to a notice of Default from Landlord hereunder; (b) any Transfer, Tenant notice of termination of this Lease or termination of Tenant's possession shall notify Landlord in writing, which notice have been given under Article 17 hereof; (the “Transfer Notice”c) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Leased Premises which Tenant proposes to be transferred, (iii) all of the terms of the proposed Transfer and the consideration thereforsublease, including the name means of ingress to and address egress from and the proposed use thereof, and the remaining portion of the proposed TransfereeLeased Premises will violate or in any way conflict with any city, and an executed copy of all documentation effectuating the proposed Transferstate or federal law, including all operative documents to evidence such Transfer and all agreements incidental ordinance or related to such Transferregulation, (iv) current financial statements including, without limitation, any applicable building code or zoning ordinances, or may require any retrofitting or substantial alteration or modification of the proposed Transferee certified by an officerLeased Premises for purposes of compliance with any law, partner statute or owner thereofregulation, business credit including, but not limited to, the Occupational Safety and personal references and history of Health Act, the proposed Transferee and any other information required by Landlord which will enable Landlord to determine Americans with Disabilities Act or Environmental Laws requirements; (d) the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In Leased Premises by the event Landlord subtenant or assignee does not exercise its options pursuant to Section 6.5 below to recapture conform with the Premises or terminate this Lease in whole Permitted Use or in part, Landlord’s consent any way amounts to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: Prohibited Use; (ie) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s in the reasonable judgment of Landlord, the proposed Transferee subtenant or assignee is of a character or is engaged in a business which is in keeping with would be deleterious to the then standards reputation of the Building and Property and Leased Premises; or (f) the subtenant or assignee is not, in the reasonable judgment of Landlord, sufficiently financially responsible to perform its obligations under the proposed use is limited sublease or assignment, such financial responsibility shall, at a minimum, require the subtenant or assignee to have a financial status and capability at least equal to the Permitted Use; (iii) The proposed Transferee is a reputable entity financial status and has sufficient financial worth and stability in light capability of the responsibilities to Tenant as of the Commencement Date, or the effective date of the proposed sublease or assignment, whichever standard shall be undertaken, based on evidence provided by T▇▇▇▇▇ (greater and others) of more benefit to Landlord; provided, as determined by Landlord in its reasonable discretion; (iv) Neither (A) however, that the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant foregoing are merely examples of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at reasons for which Landlord is then offering to lease other space located in the Building without prior notice to will withhold its consent and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder deemed exclusive of any Superior Mortgage and/or Superior Leasepermitted reasons for withholding consent, as applicable, consents whether similar to such Transfer; and (x) Neither or dissimilar from the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyforegoing examples.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent , upon receiving Tenant's notice with respect to any Transfersuch space, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant right to Section 6.5 below terminate as aforesaid, Landlord will, within the same time period for Landlord to recapture the Premises elect whether to terminate as aforesaid (i.e., within 30 days after receipt of Tenant's notice), notify Tenant of whether it will grant or terminate this Lease in whole or in part, Landlord’s withhold its consent to a proposed Transfer the applicable assignment or subletting, which consent shall not be unreasonably withheld, conditioned delayed or delayed, provided and upon condition thatconditioned. Landlord shall not be deemed to have unreasonably withheld its consent to a sublease of part or all of the Premises or an assignment of this Lease if its consent is withheld because: (ia) There shall not be an Event Tenant is then in default hereunder beyond the expiration of Default that remains uncuredapplicable notice and cure periods; (iib) In Landlord’s any notice of termination of this Lease or termination of Tenant's possession was given under Article 17; (c) the portion of the Premises which Tenant proposes to sublease, including the means of ingress thereto and egress therefrom and the proposed use thereof, or the remaining portion of the Premises, or both, will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed use of the Premises by the subtenant or assignee does not conform with the use permitted by Article 5; (e) in the reasonable judgment of Landlord, the proposed Transferee subtenant or assignee is of a character or is engaged in a business which is in keeping with would be deleterious to the then standards reputation of the Building and Property and Building, or the subtenant or assignee is not sufficiently financially responsible to perform its obligations under the proposed use is limited to the Permitted Usesublease or assignment; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (Af) the proposed Transferee nor subtenant or assignee is a government or a government agency; or (Bg) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, subtenant or assignee is then an occupant of any part the Office Complex or an entity to whom Landlord or Landlord's agent have been marketing space in the Office Complex; provided, however, that the foregoing are merely examples of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at reasons for which Landlord is then offering to lease other space located in the Building without prior notice to may withhold its consent and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder deemed exclusive of any Superior Mortgage and/or Superior Leasepermitted reasons for reasonably withholding consent, as applicable, consents whether similar to such Transfer; and (x) Neither or dissimilar from the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Propertyforegoing examples.

Landlord’s Consent. (a) If Tenant desires Without the express written consent of Landlord’s consent to any Transfer, Tenant shall notify Landlord not directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge, or otherwise transfer or hypothecate all of its interest in writingor rights with respect to the Premises (collectively, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer"Assignment"), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the or permit all or any portion of the Premises to be transferred, (iii) occupied by anyone other than Tenant or sublet all or any portion of the terms Premises or transfer a portion of its interest in or rights with respect to the Premises (collectively, "Sublease"). Notwithstanding anything in this Section 19 to the contrary, Tenant (but not any of its permitted successors or assigns) shall have the right, without obtaining Landlord's consent, to enter into (i) an Assignment or Sublease of all or a portion of the proposed Transfer Premises with an Affiliate of Tenant, on the condition that Tenant delivers to Landlord fifteen (15) days prior written notice containing the name of the Affiliate and the consideration thereformanner in which it is affiliated with Tenant, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current most recent audited financial statements of the proposed Transferee certified by Affiliate, and the commencement and termination dates of the Sublease or Assignment, or (ii) an officer, partner Assignment of all of the Premises with an entity resulting directly from a merger or owner thereof, business credit and personal references and history consolidation with Tenant or an entity purchasing or succeeding to substantially all of the assets of Tenant on the condition that (1) Tenant delivers to Landlord fifteen (15) days prior written notice containing the name of the proposed Transferee assignee, the commencement and any termination dates of the Assignment, together with the most recent financial statement or other equivalent financial information required by Landlord which will enable Landlord reasonably available to determine Tenant concerning the financial responsibility, characterproposed assignee, and reputation (2) the net worth and creditworthiness of the proposed Transfereeassignee is at least comparable to that of Tenant (a "Merged Entity"). For purposes of this Section 19, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to term "Affiliate" shall mean a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person corporation or entity which, directly or indirectly, which controls, is controlled by, or is under common control withwith Tenant including an entity that acquires the assets of Tenant, the proposed Transfereeso long as such entity has a net worth equivalent or greater than Tenant's, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form as reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval determined by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion based on its review of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business reasonably available financial statements of the proposed Transferee would cause Landlord to be in violation of any covenant such corporation or restriction contained in another lease at the Propertyentity.

Landlord’s Consent. (a) If Tenant desires Landlord’s Landlord shall not unreasonably withhold its consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “proposed Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after Subject Space to the date of delivery of Transferee on the terms specified in the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental . Landlord shall grant or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise deny its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer within ten (10) business days following the date Landlord receives the Transfer Notice. Any denial of Landlord's consent shall not be unreasonably withheldaccompanied by a statement indicating the reasonable grounds upon which Landlord denied such consent. In the event that Landlord shall fail to grant or deny its consent within the foregoing ten (10) business day period, conditioned and shall fail to grant or delayeddeny its consent within three (3) business days following receipt of notice thereof from Tenant, provided Landlord's consent shall be deemed granted. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and upon condition thatunder any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed .2.1 The Transferee is of a character or reputation or engaged in a business which is in keeping not consistent with the then standards quality of the Building and Property and or the proposed use is limited to the Permitted UseProject; (iii) .2.2 The proposed Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; .2.3 The Transferee is either a reputable entity and has sufficient governmental agency or instrumentality thereof; .2.4 The Transferee is not a party of reasonable financial worth and and/or financial stability in light of the responsibilities to be undertaken, based undertaken in connection with the Transfer on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretionthe date consent is requested; (iv) Neither (A) .2.5 The proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease; or .2.6 Either the proposed Transferee nor (B) Transferee, or any person or entity which, which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part occupies space in the Project at the time of the Property; (v) The request for consent and Landlord has space in the Building which is reasonably sufficient, and has tenant improvements which are reasonably adequate, to satisfy the proposed Transferee is not Transferee's requirements, provided that the terms of this Section 14.2.6 shall be inapplicable in connection with a person or entity with whom L▇▇▇▇▇▇▇ is then, or proposed sublease to be entered into by Tenant during the preceding nine last twenty-four (924) months has been, actively negotiating of the Lease Term which is for a term (inclusive of renewals) of twenty-four (24) months or less. If Landlord consents to lease space at any Transfer pursuant to the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions terms of this Article Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease), Tenant may within six (6; (vii) Tenant shall months after Landlord's consent, but not have advertised or publicized in any way later than the availability expiration of said six-month period, enter into such Transfer of the Premises at rental rate less or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any material changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, or (ii) which would cause the proposed Transfer to be more materially favorable to the Transferee than the base rent terms set forth in Tenant's original Transfer Notice (and additional rent at which Landlord is then offering retains or based upon the changes would retain a right of recapture pursuant to lease Section 14.4 of this Lease), Tenant shall again submit the Transfer to Landlord for its approval and other space located in the Building without prior notice to and approval by action under this Article 14 (including Landlord's right of recapture, which approval shall not be unreasonably withheldif any, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion under Section 14.4 of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior this Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property).

Landlord’s Consent. (a) If Tenant desires Landlord’s Landlord shall not unreasonably withhold its consent to any Transfer, Tenant shall notify Landlord proposed Transfer of the Subject Space to the Transferee on the terms specified in writing, which notice (the “Transfer Notice”) . Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall include be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is of a character or reputation or engaged in a business which is in keeping not consistent with the then standards quality of the Building and Property and Building; (ii) the proposed Transferee intends to use is limited to the Permitted Use; Subject Space for purposes which are not permitted under this Lease; (iii) The proposed the Transferee is either a reputable entity and has sufficient governmental agency or instrumentality thereof; (iv) the Transferee is not a party of "reasonable financial worth and stability and/or financial stability" (as defined in this Section 14.2, below) in light of the responsibilities to be undertaken, based undertaken in connection with the Transfer on evidence provided by T▇▇▇▇▇ the date consent is requested; (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (Av) the proposed Transferee nor Transfer would cause a violation of another lease for space in the Building, or would give an occupant of the Building a right to cancel its lease; or (Bvi) either the proposed Transferee, or any person or entity which, which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part (a) occupies space in the Building at the time of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is thenrequest for consent, or during the preceding nine (9b) months is negotiating with Landlord or has been, actively negotiating negotiated with Landlord to lease space at in the Property; (vi) The proposed Building. Landlord shall respond to Tenant's request for consent hereunder in a timely manner upon receipt of Tenant’s Transfer Notice and any other documents or information reasonably requested by Landlord and any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be in form reasonably satisfactory to Landlord void, and shall comply with constitute a material breach of, and default under, this Lease, without the applicable provisions requirement for notice to Tenant. For purposes of this Article Section 14.2, "reasonable financial worth and/or financial stability" shall mean (1) a net worth for the last two (2) consecutive fiscal years that is equal to ten (10) times the annual Rent obligation payable by Tenant, and (2) a net income after interest expense and before "extraordinary revenue" (defined below) for the last two (2) consecutive fiscal years equal to five (5) times the annual Rent obligations payable by Tenant. For purposes of the foregoing, "extraordinary revenue" shall mean revenue that is unusual in nature and is not expected to be recurring on an annual basis. 14.2.1 If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease), Tenant may within six (6; (vii) Tenant shall months after Landlord's consent, but not have advertised or publicized in any way later than the availability expiration of said six-month period, enter into such Transfer of the Premises at rental rate less or portion thereof, upon substantially the same TCCs as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the TCCs from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the base rent terms set forth in Tenant's original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and additional rent at which Landlord is then offering other action under this Article 14 (including Landlord's right of recapture, if any, under Section 14.4 of this Lease). Notwithstanding anything to lease other space located the contrary contained in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior this Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the if Tenant or any proposed Transferee would cause claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be a declaratory judgment and an injunction for the relief sought, and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to be in violation of any covenant or restriction contained in another lease at the Property.terminate

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 6.4 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ Tenant (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ Landlord is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the Property.

Landlord’s Consent. Tenant shall not voluntarily, involuntarily or by operation of law assign, transfer, mortgage, sublet, hypothecate or otherwise transfer or encumber (aindividually or collectively, “Transfer”) If Tenant desires all or any part of Tenant’s interest in this Lease or in the Premises, without first obtaining Landlord’s express written consent, which consent shall not be unreasonably withheld. No consent to any TransferTransfer shall constitute a waiver of the provisions of this Section. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary, or by operation of law, of any partner, or the dissolution of the partnership, shall be deemed a Transfer requiring Landlord’s consent. If Tenant consists of more than one person or entity, a purported assignment, voluntary, involuntary, or by operation of law, from one person to the other shall notify be deemed a Transfer requiring Landlord’s consent. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer of any of the capital stock of Tenant or the value of the assets of Tenant, shall not be deemed a Transfer requiring Landlord’s consent. Landlord in writing, which notice and Tenant agree (by way of example and without limitation) that it shall be reasonable for Landlord to withhold its consent to a Transfer if any of the “Transfer Notice”) shall include following situations exist or may exist: (i) the proposed effective date Transferee’s (as defined below) use of the TransferPremises conflicts with the “use of Premises” as set forth in Section 1.13 or, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after regardless of any conflict, is of a type or nature that would have a negative effect on the date of delivery reputation or value of the Transfer Notice, Building; (ii) in Landlord’s reasonable business judgment, the proposed Transferee lacks sufficient business reputation or experience to operate a description successful business of the portion of the Premises to be transferred, type and quality permitted under this Lease; (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents Tenant is in default pursuant to evidence such Transfer and all agreements incidental or related to such Transfer, this Lease; (iv) current financial statements in Landlord’s reasonable business judgment, the present net worth of the proposed Transferee certified by an officer, partner is less than the greater of Tenant’s net worth as of the date of this Lease or owner thereof, business credit and personal references and history Tenant’s net worth at the date of Tenant’s request for consent; (v) the proposed Transferee and any other information required by has been involved in bona fide negotiations with Landlord which will enable Landlord to determine for space in the financial responsibility, character, and reputation of Building within the proposed Transferee, nature preceding twelve (12) months; (vi) the rent for the sublease or assignment is less than the fair market value for comparable space at the time of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises sublease or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) There shall not be an Event of Default that remains uncured; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlordassignment, as determined by Landlord Landlord; (vii) the sublease or assignment will result in its reasonable discretion; more than two (iv2) Neither occupants per floor within the Premises, including Tenant and all subtenants; (Aviii) the Premises are not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes; and/or (ix) the proposed Transferee nor subtenant or assignee is either a government (Bor subdivision or agency thereof) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person Building. Any attempted or entity with whom L▇▇▇▇▇▇▇ is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed purported Transfer without Landlord’s prior written consent shall be in form reasonably satisfactory to Landlord void and of no force or effect, and shall comply with the applicable provisions of this Article 6; not confer any estate or benefit on anyone. A consent to one (vii1) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Transfer by Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord deemed to be in violation of a consent to any covenant or restriction contained in another lease at the Propertysubsequent Transfer to any other party.

Landlord’s Consent. Tenant may install, maintain, replace, remove, use or modify communications or computer wires, cables and related devices (acollectively, the “Lines”) If at the Building in or exclusively serving the Premises, only with Landlord’s prior written consent, which consent may be withheld in Landlord’s sole and absolute discretion. Any request for consent under this Section, shall contain detailed plans, schematics, specifications identifying all work to be performed, the time schedule for completion of the work, the identity of the entity that will provide service to the Lines and the identity of the entity that will perform the proposed work (which entity shall be subject to Landlord’s approval). Landlord shall have a reasonable time in which to evaluate the request after it is submitted by Tenant. Landlord may condition its consent, among other things, by requiring (i) that Tenant desires remove existing Lines located in or serving the Premises, and (ii) Tenant’s proposed service provider to pay reasonable monetary compensation for the use and occupation of the Building. Once Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord does not exercise its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in partis obtained, Landlord’s consent to a proposed Transfer shall not be unreasonably withheldrequired for subsequent moves, conditioned additions or delayedchanges when the equipment being installed, provided repaired or maintained is not located in an area in which any telecommunications Lines or equipment of any other tenant or of Landlord are located. 35.1.1. Landlord’s approval of, or requirements concerning, the Lines or any equipment related thereto, the plans, specifications or designs related thereto, the contractor or subcontractor, or the work performed hereunder, shall not be deemed a warranty as to the adequacy thereof and upon Landlord hereby disclaims any responsibility or liability for the same. Landlord disclaims all responsibility for the condition or utility of the intra-building cabling network (ICN) and makes no representation regarding the suitability of the ICN for Tenant’s intended use. 35.1.2. If Landlord consents to Tenant’s proposal, Tenant shall: (a) pay all costs in connection therewith (including all costs related to new Lines); (b) comply with all requirements and conditions of this Section; (c) install, use, maintain and operate the Lines and related equipment in accordance with and subject to all laws governing the Lines and equipment (Laws). Tenant shall further insure that: : (i) There shall not be an Event Tenant’s contractor complies with the provisions of Default that remains uncured; this Section and Landlord’s reasonable requirements governing any work performed; (ii) In Tenant’s contractor provides all insurance required by Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with the then standards of the Building and Property and the proposed use is limited to the Permitted Use; ; (iii) The proposed Transferee is a reputable entity any work performed shall comply with all Laws; and has sufficient financial worth and stability in light of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither as soon as the work is completed, Tenant shall submit “as-built” drawings to Landlord. 35.1.3. Notwithstanding anything herein to the contrary, if Tenant at any time uses any equipment that may create an electromagnetic field exceeding the normal insulation ratings of ordinary twisted pair riser cable or cause a radiation higher than normal background radiation, Landlord reserves the right to require Tenant to appropriately insulate the Lines therefor (Aincluding riser cables) the proposed Transferee nor (B) any person to prevent such excessive electromagnetic fields or entity which, directly or indirectly, controls, is controlled byradiation, or is under common control with, cause such Lines to be removed from the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee property if it is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during possible to insulate the preceding nine (9) months has been, actively negotiating to lease space at the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the PropertyLines.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify not make or permit to be made any alterations, additions or improvements (singularly and collectively "Alterations") to or of the Building or the Premises or any part thereof without the prior written consent of Landlord in writingeach instance. However, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which Landlord's consent shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion required for minor decorations of the Premises such as wall coverings and wall hangings, built-in cabinetry and movable partitions, nor for the installation of furnishings and, subject to be transferredthe provisions of Section 11.2, (iii) all office or other equipment, nor for any interior non-structural alteration costing less than $20,000 for any project or series of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premisesalterations. (b) In the event Landlord does will not exercise unreasonably withhold its options pursuant to Section 6.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, any Alterations provided and upon the condition that: that all of the following conditions shall be satisfied: (i) There shall the Alterations do not be an Event affect the outside appearance of Default that remains uncured; the Building; (ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business which is in keeping with Alterations are nonstructural and do not impair the then standards strength of the Building and Property and the proposed use is limited to the Permitted Use; or any part thereof; (iii) The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light the Alterations are to the interior of the responsibilities to be undertaken, based on evidence provided by T▇▇▇▇▇ (Premises and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of do not adversely affect any part of the Property; Building outside of the Premises; (iv) the Alterations do not affect the proper functioning of the heating, ventilating and air conditioning ("HVAC"), mechanical, electrical, sanitary or other utilities, systems and services of the Building, or materially increase the usage thereof by Tenant; (v) The proposed Transferee is not a person or entity with whom L▇▇▇▇▇▇▇ is then, or during Landlord shall have approved the preceding nine (9) months has been, actively negotiating to lease space at final plans and specifications for the Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord Alterations and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlordall contractors who will perform them, which approval shall not be unreasonably withheld, conditioned or delayed;; (vi) Tenant pays to Landlord the reasonable costs and expenses actually incurred by Landlord in reviewing Tenant's plans and specifications. Unless all of the foregoing conditions are satisfied, Landlord shall have the right to withhold its consent to the Alterations in Landlord's sole and absolute discretion. Notwithstanding the foregoing, any structural or non-structural changes to the existing Building involving welding are discouraged and are not to be undertaken without the prior consent of the Landlord. (viiic) With Not less than ten (10) days nor more than twenty (20) days prior to commencement of any Alterations, Tenant shall notify Landlord of the work commencement date so that Landlord may post notices of non-responsibility about the Premises. All Alterations must comply with all Laws, the other terms of this Lease, and the final plans and specifications approved by Landlord, and Tenant shall fully and promptly comply with and observe the rules and regulations of Landlord then in force and applicable to the Tenant hereunder with respect to a proposed subleasethe making of Alterations. Landlord's review and approval of Tenant's plans and specifications are solely for Landlord's benefit. Landlord shall have no duty toward Tenant, nor shall Landlord be deemed to have made any representation or warranty to Tenant, with respect to the safety, adequacy, correctness, efficiency or compliance with Laws of the design of the Alterations, the proposed sublease involvesplans and specifications therefor, in Landlord’s reasonable judgment, a portion of or any other matter regarding the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or restriction contained in another lease at the PropertyAlterations.